The Service Framework Agreement is designed for businesses operating in Ireland who require a structured approach to managing multiple service arrangements with the same provider over time. It provides a single overarching agreement that sets out standard terms, governance structures, and commercial principles, while allowing specific services to be commissioned through individual service orders without requiring full contract negotiation each time. This approach is particularly valuable for organizations seeking to streamline their procurement processes while maintaining consistent standards and risk allocation across multiple service engagements. The agreement incorporates requirements under Irish law and EU regulations, including provisions for data protection, consumer protection, and electronic commerce where applicable.
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1. Parties: Identifies and defines the contracting parties including their registered addresses and company details
2. Background: Sets out the context and purpose of the agreement, including the parties' intentions to establish a framework for future services
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Structure and Term: Explains the framework nature of the agreement, how service orders work, and the duration of the framework
5. Services Process: Details how services will be requested, agreed upon, and initiated under the framework
6. Service Standards: Establishes the required quality standards, KPIs, and service levels
7. Charges and Payment: Sets out the pricing structure, payment terms, and invoicing requirements
8. Intellectual Property Rights: Addresses ownership and licensing of IP created or used during service delivery
9. Data Protection and Security: Ensures GDPR compliance and establishes data handling requirements
10. Confidentiality: Defines confidential information and protection obligations
11. Liability and Insurance: Sets out liability limitations and required insurance coverage
12. Term and Termination: Details the duration, renewal options, and termination rights
13. Force Majeure: Addresses circumstances beyond parties' reasonable control
14. Governing Law and Jurisdiction: Specifies Irish law as governing law and jurisdiction for disputes
15. General Provisions: Includes standard boilerplate clauses such as notices, assignment, and entire agreement
1. Anti-Bribery and Corruption: Required when dealing with public sector or regulated industries
2. Environmental Compliance: Important for services with environmental impact or when working with environmentally conscious clients
3. Social Media and Public Communications: Relevant when services involve public-facing activities or brand representation
4. Disaster Recovery: Essential for critical services or when business continuity is crucial
5. Staff Vetting: Important when services involve access to sensitive information or facilities
6. Change Control: Needed for complex services likely to require modifications over time
7. Exit Management: Important for complex or business-critical services requiring detailed transition arrangements
8. Parent Company Guarantee: Required when seeking additional financial security from service provider's parent company
1. Schedule 1 - Services Description: Detailed description of available services and service categories
2. Schedule 2 - Charges: Detailed pricing structure, rate cards, and payment terms
3. Schedule 3 - Service Levels: Specific KPIs, performance metrics, and measurement methods
4. Schedule 4 - Form of Service Order: Template for individual service orders under the framework
5. Schedule 5 - Data Processing Agreement: Detailed GDPR-compliant data processing terms
6. Schedule 6 - Security Requirements: Specific security protocols and requirements
7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors and their approved services
8. Schedule 8 - Insurance Requirements: Detailed insurance types and coverage levels required
9. Appendix 1 - Change Control Procedure: Detailed process for implementing changes to services or agreement
10. Appendix 2 - Escalation Procedure: Process for escalating issues and disputes
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