Service and Supply Agreements
Service agreements, supply contracts and terms and conditions of trade that set out what is delivered, what is paid and what happens when something goes wrong.
- Service agreements and master services agreements
- Supply agreements for goods
- Terms and conditions of trade with a credit application
- Retention of title registered on the PPSR
Recurring business
Documenting How You Supply
A service or supply agreement records the deal between a business and its customer: the scope, the price, the payment terms, who carries which risks and how the arrangement ends.
Where the same customer orders work repeatedly, a master services agreement sets the legal terms once, and each new job is covered by a short statement of work or purchase order. Where goods are supplied, a supply agreement deals with ordering, delivery, acceptance, defects and when ownership and risk pass to the buyer.
Many businesses do not negotiate a separate contract with each customer. Instead they rely on terms and conditions of trade: standard terms that apply to every quote and order, usually with a credit application, a personal guarantee from the customer's directors and a retention of title clause that keeps ownership of goods with the supplier until they are paid for.
Standard terms used with small businesses and consumers are subject to the unfair contract terms laws. Since November 2023, using an unfair term in a standard form contract can attract significant penalties, so terms that were copied from elsewhere years ago are worth reviewing.
What it covers
What the Agreement Covers
Each document is prepared for the way your business actually sells, whether that is services, goods or both.
Scope and Deliverables
What is being supplied, to what standard, by when, and how changes to the scope are requested and priced.
Price and Payment
Fees, deposits, invoicing, payment terms, interest on late payment and the right to suspend work if invoices are unpaid.
Liability and Indemnities
Caps on liability, exclusions of indirect loss and the indemnities each party gives, within what the law allows.
Intellectual Property
Who owns what is created during the work and what the customer may do with it once paid.
Term and Termination
How long the agreement runs, renewal, termination for convenience or breach, and what happens to work in progress.
Retention of Title
For goods, ownership retained until payment, with the security interest registered on the PPSR.
Fixed fees for this work are published on our pricing page.
Get a Fixed-Fee QuoteHow it works
How It Works
Tell us how you trade
What you sell, who you sell to, and the documents you use now.
We confirm the fee
You receive a fixed fee in writing before any work starts.
We prepare the document
An agreement or set of trading terms prepared for your business and your customers.
Put it into use
We explain how to have customers accept the terms so they form part of each contract, and register any retention of title on the PPSR.
Before you start
What to Have Ready
The more we know about how you sell and where problems have come up, the more useful the document will be.
How you sell: One-off jobs, ongoing services, projects, or goods supplied on account.
Your current documents: Quotes, proposals, invoices and any existing terms, even if they are out of date.
Payment and credit: Deposits, credit limits, payment terms and whether you want a guarantee from the customer's directors.
What has gone wrong before: Late payment, scope creep, defect claims or customers leaving mid-contract.
Common Mistakes
Terms printed only on the invoice: Terms first seen after the work is ordered may not form part of the contract at all.
A template from another industry: Terms written for a different business, or another country, rarely fit the way you actually trade.
Unregistered retention of title: A retention of title clause that is not registered on the PPSR can be lost if the customer becomes insolvent.
One-sided standard terms: Terms that heavily favour you in a standard form contract with a small business or consumer can be void and attract penalties.
Points Worth Knowing
Consumer guarantees
Guarantees under the Australian Consumer Law cannot be excluded for consumers, and terms that suggest otherwise are risky.
Small business protections
Unfair contract terms laws apply to standard form contracts with most small businesses, not only consumers.
Signed credit applications
A signed credit application with a director guarantee gives you more options if an account is not paid.
Liability caps
A cap on liability needs to be clear and reasonable to be relied on.
Price increases
If your costs change over a long contract, the agreement should say how and when prices can be adjusted.
Version control
Date your terms and keep a record of which version each customer accepted.
We prepare and review service and supply agreements. We do not act in debt recovery or disputes.
Talk to Us About Your MatterTrading terms often work alongside security for credit and other commercial documents.
Service and Supply Agreement FAQs
What is the difference between a service agreement and terms of trade?
Do my terms of trade need to be signed?
What is retention of title and why register it?
Do unfair contract terms laws apply to my business?
Can you review an agreement a customer has sent us?
What does a service agreement cost?
Can I limit my liability?
Have a question that is not answered here?
Contact UsSupplying Goods or Services on Credit?
Tell us how you trade, and we will confirm a fixed fee before any work starts.
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