Reference	FC-SA-001
Title	Service agreement
Version	1.0
Status	Draft
Owner	Keith Ramsay
Date created	—
Next review	—
Service area	Admin & Workflow
Document type	Agreement

Service provider: Keith Ramsay, trading as FlexConnect, Dundee, Scotland. keithramsay@flex-connect.co.uk

Client: —

Together referred to in this Agreement as "the parties." This Agreement is entered into on the date set out in the Service Schedule (Schedule 1).

FlexConnect will provide the services described in Schedule 1. The services may include any combination of the following:

• Administration and document management
• Workflow development and process documentation
• HR support and employment documentation
• Health and Safety at Work (HASAW) and risk compliance support
• SharePoint document infrastructure setup and management
• Any additional services agreed in writing between the parties

The services are as specified in Schedule 1. FlexConnect will carry out the services using reasonable skill and care, and in accordance with the FlexConnect service standards described in Schedule 2.

Unless expressly agreed in writing, the services do not include:

• Legal advice or the provision of legal opinion
• Accountancy, tax, or financial advice
• Representation of the client in any legal or regulatory proceedings
• Any work falling outside the scope of the agreed services

Any additional or out-of-scope work requires a separate written agreement or variation, and may be subject to additional fees.

Fees are as set out in Schedule 1. FlexConnect reserves the right to review its rates annually, with a minimum of 30 days' written notice to the client before any change takes effect.

FlexConnect will issue invoices:

• Retainer clients: on the first working day of each month, in advance.
• Ad hoc / project work: on completion of the work, or in agreed stages for larger projects.

Payment is due within 14 days of the invoice date unless otherwise agreed in writing. All fees are exclusive of VAT. Where FlexConnect becomes VAT-registered, VAT will be applied at the prevailing rate.

Overdue invoices will accrue interest at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. FlexConnect reserves the right to suspend services until any overdue invoice is settled.

Any reasonable out-of-pocket expenses incurred by FlexConnect in delivering the services (for example, travel, printing, or software licences requested by the client) will be charged at cost, with prior client approval where practicable.

This agreement begins on the date set out in Schedule 1 and continues until terminated in accordance with this clause.

Either party may terminate this agreement by giving 30 days' written notice to the other. During the notice period, both parties will continue to fulfil their respective obligations.

Either party may terminate this agreement immediately by written notice if:

• The other party commits a material breach of this agreement and (where the breach is capable of remedy) fails to remedy it within 14 days of written notice requiring it to do so;
• The other party becomes insolvent, enters administration, or is unable to pay its debts as they fall due; or
• There is a fundamental breakdown in the working relationship between the parties.

On termination, the client will pay all fees outstanding for services delivered up to the termination date. FlexConnect will return or delete any client data as agreed, in accordance with clause 7.

To enable FlexConnect to deliver the services effectively, the client agrees to:

• Provide timely, accurate, and complete information, materials, and access as reasonably required;
• Designate a named point of contact for all communications relating to this agreement;
• Review and approve deliverables within the timeframes agreed in Schedule 1 or otherwise communicated in writing;
• Notify FlexConnect promptly of any changes that may affect the services;
• Ensure that any information or materials provided to FlexConnect do not infringe third-party intellectual property rights or applicable laws; and
• Pay invoices in accordance with clause 3.

FlexConnect will not be liable for any delay or failure in delivery caused by the client's failure to meet these obligations.

Each party agrees to keep confidential all information of a confidential nature received from the other party in connection with this agreement ("Confidential Information"), and not to disclose it to any third party without the prior written consent of the disclosing party.

The obligation in this clause does not apply to information that:

• Is or becomes publicly available other than through a breach of this agreement;
• Was already known to the receiving party before disclosure;
• Is received from a third party who is not bound by a confidentiality obligation; or
• Is required to be disclosed by law, regulation, or a court of competent jurisdiction.

The confidentiality obligations in this clause survive termination of this agreement for a period of two years.

Both parties will comply with applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

Where FlexConnect processes personal data on behalf of the client, FlexConnect acts as a data processor and the client acts as a data controller. FlexConnect will:

• Process personal data only on the documented instructions of the client;
• Implement appropriate technical and organisational measures to protect personal data;
• Not transfer personal data outside the UK without appropriate safeguards; and
• Assist the client in meeting its obligations under applicable data protection law.

FlexConnect will notify the client without undue delay on becoming aware of a personal data breach affecting data processed under this agreement.

On termination of this agreement, FlexConnect will — at the client's written request and within 30 days — securely delete or return all personal data processed on the client's behalf, except where retention is required by law.

All intellectual property rights in materials, documents, or data provided by the client remain the property of the client. The client grants FlexConnect a non-exclusive licence to use such materials solely for the purpose of delivering the services.

Intellectual property rights in all deliverables created specifically for the client under this agreement vest in the client on full payment of all outstanding fees. FlexConnect retains the right to use any general methods, know-how, tools, or templates developed in the course of providing the services.

Any templates, frameworks, or proprietary tools developed by FlexConnect and used in delivering the services remain the property of FlexConnect. The client receives a non-exclusive licence to use such items for internal business purposes only.

FlexConnect's total liability to the client under or in connection with this agreement — whether arising in contract, tort (including negligence), or otherwise — will not exceed the total fees paid by the client to FlexConnect in the three months immediately preceding the event giving rise to the claim.

Neither party will be liable to the other for:

• Loss of profits, revenue, business, or goodwill;
• Indirect or consequential loss of any kind; or
• Any loss arising from the client's failure to meet its obligations under clause 5.

Nothing in this agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

FlexConnect maintains professional indemnity insurance. Details of the policy are available on request.

This agreement, together with the schedules, constitutes the entire agreement between the parties relating to its subject matter, and supersedes all previous agreements, understandings, and representations.

No variation to this agreement is effective unless agreed in writing by both parties.

Neither party may assign or transfer its rights or obligations under this agreement without the prior written consent of the other party. FlexConnect may sub-contract elements of the services with prior written notice to the client.

A failure or delay by either party to exercise any right or remedy under this agreement does not constitute a waiver of that right or remedy.

If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

Neither party will be liable for any delay or failure to perform its obligations under this agreement to the extent that such delay or failure results from events beyond its reasonable control.

This agreement is governed by the laws of Scotland. The parties submit to the exclusive jurisdiction of the Scottish courts.

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By signing below, the parties agree to be bound by the terms of this agreement.

FlexConnect	Client
Keith Ramsay Name: Keith Ramsay Date:	Name: — Title: — Date: _______________

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Agreement date	—
Service start date	—
Service type	—
Notice period	30 days (both parties)
Invoicing	—
Payment terms	14 days from invoice date

• No services selected

Service / item	Rate / fee	Notes
No fees added

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These standards define the way FlexConnect delivers services. They apply to all engagements unless varied by written agreement.

• The primary point of contact is Keith Ramsay (keithramsay@flex-connect.co.uk).
• Routine communications are handled by email. Urgent matters by phone or agreed messaging platform.
• FlexConnect aims to acknowledge all client messages within one working day.
• Where a task will take longer than expected, the client will be informed promptly.

• Timescales for specific deliverables will be agreed at the outset of each task or project.
• Draft documents are provided for client review before finalisation.
• The client is responsible for reviewing drafts and providing feedback within the agreed timeframe.
• Where the client requests amendments, FlexConnect will complete one round of revisions at no additional cost, unless the scope has materially changed.

• All work is checked before delivery.
• Documents are consistent with the client's brand, tone, and stated requirements.
• FlexConnect does not deliver work that it considers incomplete or below standard.

• Standard working hours: Monday to Friday, 9am to 5pm.
• FlexConnect will notify the client of planned periods of unavailability with as much notice as practicable.
• Out-of-hours support may be available by arrangement and may be subject to a premium rate.

• Unless otherwise agreed, FlexConnect will deliver work in Microsoft Office formats or via the client's SharePoint environment.
• If the client uses specific platforms or tools, FlexConnect will work within those wherever practicable.