How to Use This Checklist
Click each checkbox to mark items as complete. Your progress is automatically saved to your browser. Use this checklist to:
✅ Three Ways to Use This Tool
1. Audit existing agreements: Review your current service agreement against all 58 UK contract law compliance points
2. Draft new agreements: Ensure you don't miss any essential contractual requirements
3. Compare with legal drafts: Verify your agreement covers everything required by UK law
⚠️ Where Should Your Service Agreement Be Signed?
📄 Signed by Both Parties: Service agreements must be signed by authorized representatives of both the service provider and the client to be legally binding.
✍️ Execution Section: Include a clear execution section at the end with signature lines, printed names, positions, and dates for both parties.
📧 Electronic Signatures: Electronic signatures are legally valid in the UK under the Electronic Communications Act 2000, but ensure both parties consent to electronic execution.
🗂️ Record Keeping: Both parties should retain signed originals or copies for their records. The agreement should be stored securely as evidence of the contractual relationship.
⚠️ Understanding Importance Levels
🔴 Critical: Must have - omission creates serious legal risk and potential breach of contract claims
🟡 Important: Should have - recommended for proper protection and clarity
🔵 Recommended: Best practice - enhances commercial certainty and reduces disputes
1. Party Identification (6 items)
Service Provider Full Legal Name
Must state complete legal name of the provider (individual or company). For companies, use the exact registered name. Essential for contract enforceability and identifying the party bound by obligations.
🔴 Critical
Provider Company Number (if applicable)
Include Companies House registration number if provider is a UK limited company. Enables verification of legal entity and adds certainty to party identification.
🟡 Important
Provider Registered Address
Complete registered office address or principal place of business. Required for service of legal notices and correspondence. Must be the official registered address for companies.
🔴 Critical
Client Full Legal Name
Complete legal name of the client receiving services. For companies, use exact registered name. Essential for determining who is legally bound to pay and who can enforce the agreement.
🔴 Critical
Client Company Number (if applicable)
Include Companies House number if client is a UK limited company. Enables verification and credit checks. Useful for debt recovery if non-payment issues arise.
🟡 Important
Client Registered Address
Complete registered address for service of notices and invoices. Critical for legal correspondence, debt recovery, and contract enforcement. Must be current and accurate.
🔴 Critical
2. Service Definition (5 items)
⚠️ Vague Service Descriptions Create Legal Risk
UK contract law requires certainty of terms. Vague descriptions like "consultancy services" or "IT support" are insufficient and can lead to disputes about scope, performance, and payment. You must define services with specific detail: deliverables, timelines, standards, and exclusions.
Detailed Service Description
Comprehensive description of services to be provided. Must be specific enough to be enforceable. Include what services are included AND what is excluded. Vague descriptions lead to disputes.
🔴 Critical
Service Standards and Quality
Define the standard to which services will be performed: "reasonable skill and care", "professional standards", specific industry standards, or measurable KPIs. Sets expectation baseline.
🔴 Critical
Deliverables and Outputs
List specific deliverables, outputs, or work products. Clarity prevents disputes about what client should receive. Include format, specifications, and acceptance criteria where relevant.
🟡 Important
Service Exclusions
Explicitly state what is NOT included in the services. Prevents scope creep and client expectations beyond agreed scope. Examples: "excluding hardware costs", "travel expenses additional".
🟡 Important
Service Commencement Date
Clear start date for service provision. Determines when obligations begin, when payment accrues, and when performance standards apply. Essential for enforceability and timeline clarity.
🔴 Critical
3. Duration & Termination (6 items)
Contract Duration Type
Specify whether agreement is fixed-term (with end date) or ongoing/rolling (continues until terminated). Fixed-term creates certainty; rolling provides flexibility. Both are valid under UK law.
🔴 Critical
Fixed End Date (if applicable)
If fixed-term contract, state clear end date. Agreement automatically expires on this date unless renewed. Prevents uncertainty about when obligations cease. Common for project-based services.
🔴 Critical
Notice Period for Termination
Define minimum notice period required to terminate (e.g., 30 days, 3 months). Protects both parties from sudden termination. Notice period should reflect contract value and service complexity.
🔴 Critical
Termination for Breach
Right to terminate immediately if other party commits material breach and fails to remedy within specified period (typically 14-30 days). Essential protection against non-performance or non-payment.
🔴 Critical
Termination for Insolvency
Right to terminate immediately if other party enters insolvency, administration, liquidation, or similar proceedings. Protects against doing further work for insolvent client or relying on insolvent provider.
🟡 Important
Post-Termination Obligations
Define what happens after termination: outstanding payment obligations, return of property, continued confidentiality, survival of certain clauses. Prevents disputes about ongoing duties.
🟡 Important
4. Payment Terms (7 items)
Fee Structure Clearly Defined
State how fees are calculated: fixed fee, hourly rate, daily rate, monthly retainer, or milestone-based. Ambiguous pricing leads to payment disputes. Must be certain and calculable.
🔴 Critical
Fee Amount Specified
State exact amount in pounds sterling (£). For hourly/daily rates, specify the rate. For retainers, specify monthly/annual amount. Precision prevents disputes. UK law requires certainty of price.
🔴 Critical
VAT Treatment Explained
State whether fees are exclusive or inclusive of VAT. If VAT-registered provider, confirm VAT will be added at prevailing rate. Critical for accurate invoicing and client budgeting.
🟡 Important
Payment Schedule Defined
State when invoices will be issued: monthly in arrears, on completion of milestones, upfront, or other schedule. Clear schedule manages cash flow and prevents payment confusion.
🔴 Critical
Payment Terms (Days)
Specify payment deadline: within X days of invoice date (typically 14, 30, or 60 days). Creates enforceable payment obligation. Shorter payment terms improve provider cash flow.
🔴 Critical
Late Payment Interest
Reference Late Payment of Commercial Debts (Interest) Act 1998 rights: statutory interest at 8% above Bank of England base rate plus fixed debt recovery costs. Incentivizes prompt payment.
🟡 Important
Expenses Policy
State whether reasonable expenses (travel, accommodation, materials) are reimbursable and on what terms. Clarifies whether fees are all-inclusive or expenses are additional. Prevents disputes.
🔵 Recommended
⚡
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5. Intellectual Property Rights (5 items)
⚠️ IP Ownership Must Be Explicit
Under UK law, without a clear IP clause, the service provider typically retains copyright and IP rights in work created. If the client needs to own the IP, you MUST include explicit assignment language. Missing IP clauses lead to costly disputes.
IP Ownership Clearly Defined
State who owns intellectual property in deliverables: client owns upon payment, provider retains with license to client, or joint ownership. Without this, provider owns copyright by default under UK law.
🔴 Critical
Assignment of Rights (if client ownership)
If client to own IP, include explicit assignment: "Provider assigns all rights, title and interest with full title guarantee." Assignment must be clear and include moral rights waiver where relevant.
🔴 Critical
License Terms (if provider ownership)
If provider retains IP, define license granted to client: exclusive/non-exclusive, territory, duration, permitted use. Specify whether client can modify, sublicense, or commercialize deliverables.
🔴 Critical
Pre-Existing IP Protection
Confirm that each party retains ownership of their pre-existing intellectual property. Provider's tools, methodologies, templates remain provider property. Client's branding, data remains client property.
🟡 Important
Third-Party IP Warranty
Provider warrants deliverables will not infringe third-party IP rights "to the best of its knowledge and belief". Protects client from IP infringement claims. Qualifiers limit provider liability.
🟡 Important
6. Liability & Insurance (6 items)
Liability Cap Specified
Maximum liability amount stated (e.g., £100,000 or 125% of fees paid). Liability cap protects provider from unlimited exposure. UK law permits reasonable caps. Typically 1-2x annual contract value.
🔴 Critical
Unlimited Liability Exceptions
List matters for which liability is NOT capped: death/personal injury, fraud, fraudulent misrepresentation. These cannot be limited under UK law (Unfair Contract Terms Act 1977). Must be explicit.
🔴 Critical
Exclusion of Consequential Loss
Exclude liability for indirect, consequential losses: loss of profits, loss of business, loss of reputation, loss of data. Standard commercial protection. Must be reasonable under UCTA 1977.
🔴 Critical
Professional Indemnity Insurance
If applicable, require provider to maintain PI insurance with minimum coverage (typically £1M-£5M). Protects client if provider negligence causes loss. Provider should provide evidence upon request.
🟡 Important
Indemnity Provisions
Define mutual indemnities: each party indemnifies other against losses caused by their breach, negligence, or IP infringement. Creates reciprocal protection and allocates risk appropriately.
🟡 Important
Time Limitation for Claims
Specify time limit for bringing claims (e.g., within 12 months of cause arising). Provides finality and prevents stale claims. Must be reasonable - cannot exclude claims for latent defects entirely.
🔵 Recommended
7. Confidentiality (5 items)
Definition of Confidential Information
Define what constitutes confidential information: commercially sensitive information, trade secrets, technical data, business plans, customer lists. Broad definition protects both parties' sensitive information.
🔴 Critical
Confidentiality Obligations
Mutual obligation to keep confidential information secret and not disclose without consent. Use only for agreement purposes. Standard protection of commercial secrets and client data under UK law.
🔴 Critical
Confidentiality Exceptions
Standard exceptions: information already public, independently developed, lawfully received from third party, or required by law to disclose. These carve-outs are necessary to make confidentiality clause reasonable.
🟡 Important
Confidentiality Period
Duration of confidentiality obligation: typically 2-5 years post-termination or indefinite. Longer periods for trade secrets. Indefinite confidentiality appropriate for most commercial information.
🟡 Important
Return of Confidential Materials
Obligation to return or destroy confidential materials on termination. Prevents ongoing possession of sensitive information post-relationship. Important for data protection and commercial security.
🔵 Recommended
8. Warranties & Representations (4 items)
Authority to Contract
Each party warrants it has right, power, and authority to enter into and perform the agreement. Confirms parties are legally capable of contracting and binding their organizations.
🔴 Critical
Reasonable Skill and Care
Provider warrants services will be performed with reasonable skill and care in accordance with industry standards. This is the default standard under Supply of Goods and Services Act 1982 but should be explicit.
🔴 Critical
Compliance with Laws
Provider warrants it will comply with all applicable laws and regulations in performing services. Includes health & safety, data protection, employment law. Protects client from provider's regulatory breaches.
🟡 Important
Exclusion of Other Warranties
Exclude implied warranties to extent permitted by law. Clarifies that only express warranties in agreement apply. Prevents implied terms from extending provider obligations beyond agreed scope.
🔵 Recommended
9. Force Majeure (3 items)
Force Majeure Events Defined
List events beyond reasonable control: acts of God, war, terrorism, pandemic, government action, natural disasters. Suspends performance obligations during these events. Essential protection post-COVID.
🟡 Important
Relief from Liability
Neither party liable for delay or failure to perform due to force majeure. Suspends obligations but doesn't terminate contract immediately. Standard protection against events outside parties' control.
🟡 Important
Right to Terminate After Extended Force Majeure
If force majeure prevents performance for extended period (e.g., 90 days), either party can terminate. Prevents indefinite suspension. Provides exit route if relationship becomes commercially unviable.
🔵 Recommended
10. Additional Provisions (11 items)
Non-Solicitation Clause (optional)
Prevents either party from soliciting or hiring the other's employees/contractors for specified period (typically 12 months) post-termination. Protects against staff poaching. Must be reasonable in scope.
🔵 Recommended
Assignment and Subcontracting
Define whether parties can assign rights or subcontract obligations. Typically provider needs client consent to subcontract (personal service nature). Client may assign freely. Protects relationship integrity.
🟡 Important
Dispute Resolution Method
Specify dispute resolution: negotiation first, then mediation/arbitration, or direct to litigation. Mediation is cost-effective. Arbitration is private but expensive. Litigation is public but familiar.
🔴 Critical
Governing Law
State that agreement is governed by law of England and Wales (or Scotland/Northern Ireland). Determines which legal principles interpret contract. Essential for legal certainty and enforceability.
🔴 Critical
Jurisdiction Clause
Submit to exclusive jurisdiction of courts of England and Wales (or specify arbitration). Determines where legal proceedings can be brought. Prevents jurisdiction shopping and provides certainty.
🔴 Critical
Notices Clause
Define how formal notices must be served: written, to specified addresses, by post or email. Determines when notices are deemed received. Essential for termination notices, breach notices, etc.
🟡 Important
Entire Agreement Clause
States this agreement contains entire understanding and supersedes all prior agreements, representations, and understandings. Prevents claims based on pre-contract negotiations or representations.
🔴 Critical
Variation Clause
No variation effective unless in writing and signed by both parties. Prevents oral modifications that could cause disputes. Ensures all amendments are documented and agreed.
🟡 Important
Severability Clause
If any provision is invalid or unenforceable, it shall be deleted without affecting remaining provisions. Ensures contract doesn't fail entirely if one clause is problematic. Standard protective provision.
🟡 Important
Waiver Clause
No failure or delay by party in exercising rights constitutes waiver. Single waiver doesn't prevent future enforcement. Protects against losing rights through inaction or forbearance.
🔵 Recommended
Third Party Rights Exclusion
Exclude Contracts (Rights of Third Parties) Act 1999 - no third party can enforce terms. Ensures only the two parties can enforce agreement. Prevents unintended third-party beneficiaries.
🟡 Important
⚡
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Next Steps
Now that you've reviewed the compliance checklist, you have three options:
✅ Use Our Ready-Made Template (Recommended)
Save hours of legal research and drafting. Our professionally-crafted service agreement covers all 58 UK compliance points with legally-sound wording. Available in both Interview Mode (guided questionnaire) and Editor Mode (direct editing) for just £10.
📝 Draft Your Own Agreement
Use this checklist as your guide, but remember: getting the legal wording correct is complex. UK contract law requires precise language around liability limitations, IP assignment, termination rights, and dispute resolution. A single compliance gap can result in unenforceable terms or unexpected liability.
⚖️ Book a Legal Consultation
For complex service arrangements, high-value contracts, or if you need sector-specific terms, consider booking a consultation with our legal professionals for personalized UK contract law advice tailored to your specific circumstances.