Customer responsibilities and dependencies

The following TMT practice note provides comprehensive and up to date legal information covering:

  • Customer responsibilities and dependencies
  • What are customer responsibilities?
  • Terminology
  • Typical customer responsibilities
  • Consequences of customer failures
  • Customer’s perspective
  • Clear and precise responsibilities
  • Supplier notification of breach
  • Sole and exclusive remedy
  • Limiting supplier relief
  • More...

Customer responsibilities and dependencies

Customer responsibilities are obligations placed on the customer in an outsourcing or other services agreement which are necessary for the supplier to be able to perform its own obligations. They are sometimes called dependencies and are often heavily negotiated.

This Practice Note considers the following legal and commercial aspects of this concept:

  1. What are customer responsibilities?

  2. Consequences of customer failures

  3. Customer’s perspective

  4. Supplier’s perspective

  5. Implied duties

See also clause 25 and Schedule 6 of Precedent: Outsourcing agreement—long form.

Although this note focuses primarily on outsourcing, the issues that it describes are relevant in most services agreements, particularly those which are complex or long-term.

What are customer responsibilities?

Outsourcing differs from most other supply of services relationships because it involves the supplier assuming long-term responsibility for the performance of part of the customer’s business. Usually, this means that the supplier will work closely with the customer’s existing staff and may share the customer’s infrastructure including IT systems, equipment and premises.

The supplier is unlikely to be able to comply with the agreement if the customer does not co-operate, and so it is common for the parties to agree a specific list of the things that the supplier requires the customer to do or to provide.

If the customer fails to comply, then the result is typically that the supplier will not be in breach of contract if it cannot

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