Negotiating UK services agreements: practical guide to service levels, warranties, IP, data protection, indemnities, liability caps, TUPE, termination, step-in, benchmarking and exit—customer and supplier positions
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Practice notes
Introduction
This Practice Note serves as a negotiating aid for services agreements. It maps out the principal stances across 25 frequently contested points, and proposes potential middle-ground options and core considerations shaped by the contract’s scope, the parties’ comparative bargaining power, and whether you represent the customer or the supplier. It offers a high-level overview designed to prompt you to identify what is required for the circumstances of any particular deal. Where helpful, it signposts further Practice Notes. It is only relevant for business-to-business arrangements. It does not address matters in the setting of IT services contracts, although many themes will be similarly applicable. For those, see Practice Note: Negotiation guide—IT contracts. For several topics, this Practice Note points to sample balanced wording in Precedent: Services agreement (ongoing supply)—balanced. For a quick at-a-glance summary of the customer’s and supplier’s optimal positions, and an illustrative mid-point for many of the issues covered here, see: Services agreements negotiation checklist...
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Web page updated on 27/05/2026
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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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