7 essential clauses to include in your IT support services contract

What is an IT support services contract?

An IT support services contract establishes the terms and conditions between a service provider and their client for the supply of IT support services. Whether you're a service provider or a business seeking IT support services, a well-drafted IT support services contract ensures both parties are aligned. This document defines the scope of services, establishes expectations, and outlines the obligations of both parties.

In this guide, our legal experts delve into seven essential clauses that every IT support contract should include to establish a successful and transparent business relationship.

For more insights on creating a well-structured agreement, check out this comprehensive guide.

7 essential clauses to include in your IT support services contract

1. Scope of services

The scope of services clause is one of the most crucial parts of the contract. It defines exactly what services the IT support services provider will deliver. When you are writing this section, it's important to:

• Clearly list the specific tasks the service provider will handle, such as troubleshooting, system maintenance, or network monitoring, etc.

• Answer each of these questions relating to the services - How, when, and where? List the methods used and any relevant personnel, deadlines or milestones, and where the services will be carried out. If the services will be provided remotely, then this should be stated in the contract. Alternatively, if these will be provided on-site at a location allocated by the client, this should be clearly outlined in the contract.

• Include exclusions, or what is considered as “out of scope” to avoid misunderstandings and to clarify which services are outside the service provider’s responsibility.

Being precise about the services helps avoid scope creep (i.e., when additional tasks are expected without a formal agreement), and ensures both parties have a clear understanding of their responsibilities.

2. Responsibilities of the parties

A successful IT support relationship depends on both sides knowing their roles. This clause should define the specific responsibilities of both the IT support service provider and the client. This prevents any confusion over who is responsible for what, particularly in cases of technical issues or infrastructure downtime.

For example, the client might need to provide the IT support service provider with access to critical systems and infrastructure, or ensure software licences are up to date for the IT support service provider to perform their tasks effectively.

3. Service level agreements (SLAs)

Service level agreements outline the performance standards and metrics that the IT support service provider must meet. These are measurable commitments that may include:

• Uptime guarantees for critical systems.

• Response times for addressing issues, based on priority.

• Resolution times for incidents such as software crashes or server failures.

An SLA ensures that the client receives the agreed level of service and holds the IT support services provider accountable for their performance. For instance, a contract might state: "The supplier guarantees 99.8% network uptime and will respond to high-priority incidents within two hours."

If applicable, terms relating to service credits can also be included in the contract. Service credits compensate the client if the provider fails to meet the agreed SLAs. When services rely on third-party services, it's important to align SLAs accordingly, either by flowing down the third-party service terms or setting your own, potentially lower, uptime guarantees and service credits. You should avoid offering higher uptime guarantees or service credits than those the third-party providers commit to, as this could expose you to risk.

4. Payment terms and fees

Clarity on the fees payable for the IT support services is essential for both parties. The payment terms and fees clause should outline:

• The payment structure (e.g., a flat monthly fee, hourly rate, or another method of pricing structure).

• The billing frequency, whether it's monthly, quarterly, or otherwise.

• The consequences of late payments - For example, a payment clause might state "If the Client fails to make a payment by the due date for payment, then interest will accrue each day 4% a year above the Bank of England's base."

In addition, if they may be applicable, it may be wise to mention any additional charges for out-of-scope services, such as emergency support or premium services that may be relevant in the future.

Top tip: Ensure that every element of the agreed payment and pricing structure is outlined in this section - transparency here helps prevent billing disputes later on.

5. Intellectual property rights

When IT support services involve the creation or use of intellectual property (IP), it’s crucial to establish clear ownership and usage rights upfront. This clause ensures that both parties know who owns the IP developed during the contract and what rights each party has to use software, tools, or materials involved in the services.

The IP rights clause should address:

• Clarification that each party will continue to own their own background IP rights created outside this agreement.

• Licensing rights — e.g., for the client to use any software, materials, or tools developed by the IT support services provider, or for the IT support services provider to use the client’s software, materials, or tools in order to provide the services.

• Ownership of any intellectual property created during the agreement - if the IT support services provider is developing any intellectual property (IP) — such as materials, software, tools, or custom-built systems — as part of the IT support services, the ownership rights of these IP assets must be clearly defined in the contract.

This clause is particularly important if the provider is building custom solutions essential to the client’s business. For instance, if ownership of the IP is contingent upon full payment, the contract might state: "All intellectual property rights to the software developed by the Supplier as part of the Services shall be owned by the Client once full payment has been received."

Top tip: Clarify whether the IT support services provider retains any rights or licences to the software or tools after the contract ends, as this can prevent future disputes.

6. Limitation of liability

A limitation of liability clause restricts the amount one party must compensate the other in the event of a loss arising from their contract. To ensure they are valid and enforceable, these clauses must be reasonable. Without this clause, liability could be unlimited for both parties, potentially exposing either party to excessive financial risk in connection with the contract.

Key elements to consider when drafting this clause include:

• Liability cap: This sets a maximum limit on the amount a party may have to pay if something goes wrong, such as limiting the provider’s liability to the total fees paid over the previous 12 months. Suppliers often align this cap with their insurance coverage.

• Exclusions: The provider may exclude liability for indirect or consequential losses, but must not attempt to limit liabilities that cannot legally be excluded, such as liability for fraud.

• Included losses: From the client’s perspective, certain losses may need to be explicitly included in the liability clause, such as compensation for certain losses, such as direct financial losses, wasted expenditure, the costs of procuring alternative services if necessary, loss of, or corruption or damage to data, etc.

Top tip: Ensure the liability cap is reasonable and balanced – it cannot be zero. For instance, the contract might specify that the supplier’s total liability cannot exceed 100% or 125% of the fees paid over the last 12 months. This ensures that liability is linked to the value of the contract. Establishing a clear cap provides both parties with a mutual understanding of their financial exposure under the IT support services contract.

7. Termination clause

A clear termination clause defines how either party can exit the contract. In this section, you should include:

• Reasons for termination: Specify conditions under which the contract can be terminated, such as a material breach that the other party fails to remedy. Alternatively, the contract may allow termination for convenience, meaning either party can end the relationship without needing to provide a specific reason.

• Notice periods: Outline any required notice periods for termination.

Top tip: It's essential to clearly outline the term of the contract (i.e. the length) and if the contract will automatically renew. Make sure you give yourself enough flexibility by including a clear process for opting out of renewal, such as requiring written notice from either party before the renewal date. This helps avoid being locked into an extended contract without your consent and allows you to renegotiate terms if needed. A well-drafted renewal clause ensures you're in control of the contract’s duration and can plan for any changes in the business relationship.

For more tips on writing your own IT support services agreement, read this guide.

Conclusion

An IT support contract is more than just a formality - it's a crucial tool that defines expectations and responsibilities between a service provider and their client. It also provides a roadmap for what will happen if things do not go as planned. By including these seven key clauses—scope of services, responsibilities, SLAs, payment terms, intellectual property rights, liability, and termination, both parties can establish clear terms for successful, ongoing support services.

If you're looking to draft your own IT support contract, check out our template here.