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Supply of services agreement
I need a supply of services agreement for a freelance consultant providing IT support services to our company on a project basis, with clear deliverables, payment terms based on milestones, and a confidentiality clause to protect sensitive information. The agreement should include a termination clause with a 30-day notice period and specify that the consultant is responsible for their own taxes and insurance.
What is a Supply of services agreement?
A Supply of services agreement sets out the terms when one party provides professional or technical services to another in Switzerland. It covers essential details like the scope of work, payment terms, and delivery timelines - making it different from contracts for goods or products.
Under Swiss Code of Obligations (Article 394), these agreements need clear performance standards, confidentiality rules, and liability limits. Swiss businesses commonly use them for consulting, IT support, maintenance services, or any ongoing professional relationship where specific expertise or skills are delivered over time. The agreement protects both parties by spelling out their rights, obligations, and what happens if things go wrong.
When should you use a Supply of services agreement?
Use a Supply of services agreement when engaging external professionals or specialists in Switzerland - from IT consultants and marketing agencies to maintenance providers and business advisors. This agreement becomes essential once the services involve ongoing work, specialized expertise, or significant business value.
The Swiss Code of Obligations requires clear documentation for professional service relationships. Having this agreement in place protects both parties by defining deliverables, payment terms, and quality standards upfront. It's particularly important for services lasting more than a few months, involving confidential information, or when multiple stakeholders depend on the service delivery.
What are the different types of Supply of services agreement?
- Standard Service Agreement: The most common type, covering general business services with basic terms for delivery, payment, and liability
- Professional Services Agreement: Used for specialized services like consulting or legal work, with detailed confidentiality and intellectual property clauses
- IT Services Agreement: Focuses on technology services, including specific provisions for data protection under Swiss law
- Maintenance Services Agreement: Structured for ongoing support and maintenance work, with clear service levels and response times
- Project-Based Services Agreement: Designed for finite projects with milestone-based deliverables and payment schedules
Who should typically use a Supply of services agreement?
- Service Providers: Professional consultants, IT companies, maintenance firms, and specialists who deliver the contracted services under Swiss law
- Client Organizations: Companies, institutions, or individuals who purchase and receive the services, typically represented by procurement or department heads
- Legal Counsel: In-house or external lawyers who draft and review Supply of services agreements to ensure compliance with Swiss regulations
- Project Managers: Oversee service delivery, monitor performance, and manage the relationship between parties
- Finance Teams: Handle payment terms, invoicing, and financial compliance aspects of the agreement
How do you write a Supply of services agreement?
- Service Details: Define exact scope, deliverables, timelines, and quality standards for the services
- Party Information: Gather complete business details, registration numbers, and authorized representatives of both parties
- Payment Terms: Outline fees, payment schedule, invoicing process, and any performance-linked payments
- Performance Metrics: Establish clear KPIs, reporting requirements, and service level agreements
- Legal Requirements: Consider Swiss Code of Obligations compliance, data protection rules, and liability limits
- Review Process: Use our platform to generate a legally-sound agreement that includes all mandatory elements
What should be included in a Supply of services agreement?
- Party Details: Full legal names, addresses, and registration numbers of service provider and client
- Service Description: Detailed scope, specifications, and deliverables as required by Swiss Code of Obligations
- Payment Terms: Fee structure, payment schedule, currency, and invoicing procedures
- Duration & Termination: Contract period, renewal options, and conditions for early termination
- Liability & Insurance: Risk allocation, limitation of liability, and required insurance coverage
- Data Protection: Compliance with Swiss federal data protection laws and confidentiality obligations
- Dispute Resolution: Jurisdiction, applicable law, and dispute settlement procedures
What's the difference between a Supply of services agreement and a Supply of goods agreement?
A Supply of services agreement differs significantly from a Supply of goods agreement in several key aspects under Swiss law. While both are governed by the Code of Obligations, they serve distinct purposes and require different legal approaches.
- Nature of Exchange: Services agreements focus on expertise, time, and professional skills delivery, while goods agreements deal with tangible product transfers
- Performance Measurement: Service quality is often subjective and measured through KPIs, unlike goods where quality can be physically inspected
- Liability Structure: Service providers are typically held to a "best efforts" standard, while goods suppliers must meet exact specifications
- Duration: Services agreements often involve ongoing relationships with regular performance reviews, whereas goods agreements usually cover discrete transactions
- Intellectual Property: Services agreements need detailed IP rights provisions for work products, which isn't typically necessary in goods agreements
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