Customer agreement meaning

Checklist This Checklist is chiefly intended primarily for customers (licencees). It provides an overview of the key terms commonly and usually found in a supplier agreement to licence ‘on‑premise’ software installed on the customer’s own infrastructure. For issues related to the licensing and deployment of software as a service (SaaS), see Practice Note: Cloud computing—introduction and Precedent: Software as a service (SaaS) agreement—pro-customer, accordingly. For further reading and template documents relating to this Checklist, see the following: Practice Note: Key issues in software licence agreements Practice Note: Warranties and indemnities in software licence agreements Precedent: Software licence—pro-customer Precedent: Software licence—pro-supplier Negotiation guide—IT contracts Further information Notes (if any) Grant and scope of licence Is the software described clearly and adequately? The customer should be clear about what it is contracting for. There may also be warranties from the supplier that the software will perform as described. Who is permitted to use the software?...

Checklist This Checklist sets out key provisions commonly included in a mobile virtual network operator (MVNO) agreement, under which a mobile network operator, as Supplier, provides wholesale access for resale to the MVNO’s own retail customers. It focuses on provisions specific to this type of contract. See also the Precedent: MVNO agreement. Definitions Agreement – the MVNO agreement between the MVNO and the Supplier for the provision of the Services End-User – a customer of the MVNO IPR – intellectual property rights MVNO – mobile virtual network operator, the customer in the Agreement Services – the wholesale network services provided to the MVNO by the Supplier Supplier – the mobile network operator supplying network services to the MVNO The third column can be used to capture observations or comments as the Checklist is completed. General terms and conditions ☐ Consider the term. The term typically reflects the level of bespoke development and investment...

This Checklist This Checklist identifies the principal terms to weigh up within a consultancy agreement. It draws attention to points affecting the customer, matters impacting the consultant, and considerations shared by both sides for incorporation into a consultancy agreement. The Checklist supports both consultant and customer as they assess and bargain over a consultancy agreement, effectively guiding review and negotiation throughout the process. See also: Taking instructions for a consultancy agreement—checklist...

Checklist This checklist outlines the principal matters to consider when preparing or assessing an outsourcing agreement. It addresses central legal, regulatory and practical questions that arise in outsourcing arrangements, while excluding sectors that carry bespoke regulatory regimes, such as health or financial services. For overarching guidance on outsourcing, consult Practice Note: Outsourcing—key terms. For discussion of negotiation points you are likely to encounter, see Practice Notes: Negotiation guide—services agreements and Negotiation guide—IT contracts. As you progress through the checklist, the third column can be used to capture observations or comments as each point is considered... Further information Notes (if any) Initial considerations What is the customer’s main reason for outsourcing? Knowing the driver—e.g. cutting costs, enhancing service quality, or obtaining a function the customer lacks the capability to deliver internally—will help. Also think about the breadth of the outsourcing, whether a service improvement mechanism is desired, and if value for money will be tested by benchmarking (see below)... Confirm whether any existing...

Restructuring & Insolvency weekly highlights—26 September 2024 In this issue: Key R&I law developments Corporate insolvency processes Personal insolvency Financial institutions International restructuring and insolvency Daily and weekly news alerts Key dates for R&I professionals New content Key R&I law developments The Insolvency Service has released its monthly statistics for August 2024 on corporate and personal insolvencies in England and Wales. There were 1,953 company insolvencies—9% fewer than July 2024 and 15% down on August 2023. Individual insolvencies stood at 10,000, a 5% fall from July 2024 but 16% higher than August 2023. See: LNB News 20/09/2024 28. Corporate insolvency processes The Insolvency Proceedings (Fees) (Amendment) Order 2024, SI 2024/963, updates the Insolvency Proceedings (Fees) Order 2016, SI 2016/692. Taking effect on 9 January 2025, it will, among other changes, increase: (i) the official receiver’s administration fee payable to the Secretary of State; and (ii) the official receiver’s general fee, payable to the...

Morley (trading as Morley Estates) v Royal Bank of Scotland plc [2021] EWCA Civ 338 What are the practical implications of this case? This decision clarifies the boundaries of a bank’s obligations to its client and demonstrates how those responsibilities shift over the course of their dealings. Where a borrower has taken out a secured lending facility, the bank’s duty to deliver banking services with reasonable skill and care ceases when the contractual loan period ends. After that point, the bank is only bound by the express provisions of the mortgage and the equitable duties inherent in that security relationship (for example, the recognised obligation to exercise reasonable care to realise a proper price for the collateral). It is not correct to read into the mortgage an implied contractual duty of reasonable skill and care. In addition, the Court of Appeal endorsed RBS’s position that any alleged non-compliance with its internal policy documents—unknown to the customer and potentially aspirational—cannot of itself ground a claim for breach of duty by...

In this issue: Probate Trusts Court of Protection Elderly and vulnerable clients UK taxes for Private Client Tax avoidance, evasion and non-compliance Contentious trusts and estates Pensions, insurance and tax efficient investments Scotland, Wales and Northern Ireland International Question of the week Additional Private Client updates this week Daily and weekly news alerts LexTalk®Private Client: a Lexis+® community New and updated content Dates for your diary Trackers Latest Q&A Useful information Probate High Court upholds the will and dismisses the counterclaim due to laches and lack of merit (Stephenson (as Executors and Beneficiaries of the estate of Malcom Roocroft (deceased)) v Daley) The Chancery Division granted the claimants probate in solemn form of the deceased’s final will, and rejected the defendants’ counterclaim which aimed to set the will aside for want of knowledge and approval. The court concluded the deceased understood and endorsed the...

This Practice Note sets out the commercial and legal dimensions of transition in outsourcing arrangements. It distinguishes transition from transformation and outlines the core stages for moving services from an incumbent to a replacement supplier. It also highlights standard provisions commonly included in transition schedules to outsourcing contracts, covering creation of the transition plan, milestones and milestone credits (including earn‑back), rights of suspension, management and reporting. Transition is a pivotal phase of an outsourcing, during which specified business functions are handed over to the incoming provider... This Practice Note considers the following legal and commercial aspects of transition in outsourcing agreements: What is transition? Transition process Drafting the transition schedule Transition plan Milestones and milestone credits Right of suspension Management and reporting For an illustrative transition schedule, see Precedent: Transition schedule. For end‑of‑term transition matters, see Practice Note: IT outsourcing—transition and termination issues... What is transition? Transition is typically the initial phase following signature of...

Intellectual property rights (IPR) can frequently become flashpoints and areas of dispute in outsourcing contract discussions and negotiations. Questions typically centre on the ownership and the licensing of rights, and also on the warranties and indemnities that each party seeks from the other concerning their authority to supply IPR (or provide access to it). This Practice Note addresses the following: Is intellectual property core to the deal? Categories of IPR in outsourcing arrangements Background IPR Foreground IPR Open source software New technologies including artificial intelligence (AI) and robotic process automation (RPA) Warranties and indemnities Handling of IPR on exit For illustrative clauses on IPR in outsourcing, refer to clause 29 in Precedent: Outsourcing agreement—long form. For a template IPR indemnity clause, see Precedents: Third party intellectual property rights indemnity clause—pro-supplier and Third party intellectual property rights indemnity clause—pro-customer. Is intellectual property core to the deal? In some outsourcing projects, the creation and ownership of...

CASE HUB ARCHIVED – this archived case hub records the position as at the decision of 4 February 2016; it is no longer maintained. See the timeline, commentary and related cases for further information Case facts Outline European Commission merger investigation into the proposed acquisition by Liberty Global of BASE Belgium (Case M.7637). The deal features horizontal and vertical overlaps within Belgium’s telecommunications market. Latest developments The Commission cleared the transaction, subject to commitments, on 4 February 2016. Under these commitments Liberty Global: will divest BASE’s 50% stake in Mobile Vikings, an MVNO that runs on BASE’s network, to Belgian broadcaster Medialaan transfer a portion of BASE’s customer base to Medialaan—BASE and Medialaan currently have an agreement under which BASE sells mobile services under the JIM Mobile brand, owned by Medialaan; Liberty Global will move JIM Mobile customers to Medialaan has entered into an agreement with Medialaan, granting it access to BASE’s mobile network on conditions that will allow it to...

This Agreement is entered into on [ date ] Parties [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 1); and [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 2), each of Party 1 and Party 2 being a party and, together, the parties. BACKGROUND Party 1 supplies [ insert description of goods and/or services ]. Party 2 supplies [ insert description of goods and/or services ]. The parties intend to submit a Bid as a joint tender to the Customer in answer to the Invitation to Tender. The parties seek to state their obligations and manage their rights concerning the Bid and, if the...

Within this precedent, the following extra defined terms are used: ‘Agreement’, ‘Business Day’, ‘Charges’, ‘Customer’, ‘Services’, ‘Supplier’ and ‘Supplier Personnel’. They are not specific to data processing and are assumed defined separately in the relevant agreement...

Note These provisions are prepared on the basis that the applicable contract is a business-to-business arrangement, with the supplier acting as processor for a customer in the role of controller, in relation to the processing of personal data governed by the United Kingdom General Data Protection Regulation (UK GDPR), Assimilated Regulation (EU) 2016/679. The terms ‘supplier’ and ‘customer’ (in place of ‘processor’ and ‘controller’) are used to simplify incorporation into commercial contracts. The drafting also relies on the additional defined terms ‘Agreement’, ‘Business Day’, ‘Customer’, ‘Data Protection Laws’, ‘Data Subject’, ‘GDPR’ and ‘Supplier’, which are assumed to be defined appropriately elsewhere in the relevant agreement. It is further assumed that ‘GDPR’ refers to UK GDPR and that ‘Data Protection Laws’ includes UK GDPR. These provisions can also be adapted for circumstances where the EU General Data Protection Regulation (EU GDPR), Regulation (EU) 2016/679, applies... 1 Definition (to be incorporated into relevant part of the agreement) 1.1 Representative •...

Practice Note: Managing a trading relationship with a business in financial difficulty Start with this guidance at this stage. It explains that ordinary trade creditors are commonly the last to realise a company is under strain, because assessing if the finance director’s reassurance that ‘the cheque is in the post’ is accurate, or disguises a deeper issue, is not straightforward. For added detail, refer to Checklist: Contract risk management clauses—checklist. If you choose to go ahead with a set-off arrangement, the Lexis+® UK Construction clause bank: Set-off clause may prove useful for your consideration...

A service level agreement (SLA) A service level agreement (SLA) commonly applies when a business or individual agrees to deliver IT, telephony, or comparable support services as required. Typically, such services are performed by employees stationed either at the provider’s own offices or at the customer’s premises. In the normal run of things, the customer will not need assistance outside standard office hours and, as a consequence, no accommodation is provided for those offering the support during such periods. Even so, the agreement will, in most cases, contain explicit authority for relevant personnel to lawfully enter the customer’s premises for the purpose of delivering the service. If that authority is not set out expressly, it will probably be implied so that the arrangement retains commercial viability. In the present situation, it appears to be contemplated that the individuals delivering support will hold a right to occupy the customer’s premises. The first matter to be resolved is the nature of that right of occupation. A lease only comes into being...

Civil and criminal consequences Any sum paid in excess remains the legal property of the payer. Where a supplier knows of an overpayment and deliberately fails to alert the customer, both criminal and civil repercussions may follow. Keeping the funds may constitute theft within sections 1–6 of the Theft Act 1968 (TA 1968), being the dishonest appropriation of property belonging to another with the intention of permanently depriving them of it. See Practice Note: Theft. Under TA 1968, s 3, ‘appropriation’ includes coming by property (and under TA 1968, s 4 this includes money), whether innocently or not, without initially stealing it and later keeping it. Dishonesty must be proved in line with the test in R v Ghosh: is the supplier dishonest by the standards of ordinary and decent people (objective)? does the supplier realise they are being dishonest by those standards (subjective)? Concealment of an overpayment would, in all likelihood, amount to dishonesty. The funds could be recovered in a...