This Practice Note describes how to draft and negotiate the service description schedule to an outsourcing agreement. Sometimes described as the requirements schedule, the service schedule sets out the scope of the services to be provided by the supplier and forms a critical part of the outsourcing agreement. This Practice Note considers what should be included in the schedule, how much detail is required and how the schedule relates to other aspects of the agreement such as service levels and dependencies. The services description schedule to an outsourcing agreement sets out the scope and extent of the services to be provided by the supplier to its customer. It is often described as the most important part of the agreement because it forms the core of the parties' agreement. Although commonly drafted and negotiated by the commercial or operational teams of each party, early legal input is important to ensure that the wording is clear and precise, and that the contents of the schedule are consistent with the other provisions of the agreement. This Practice Note

This Glossary provides assistance for dispute resolution practitioners to understand the specific terms used when dealing with the service of documents either when serving in England and Wales or when serving out of that jurisdiction into another country. Term Explanation Guidance Alternative service When seeking to serve a document in proceedings, Part 6 of the CPR sets out the methods of service and the places at which the document must be served. In cases in which it is not possible to serve the document in compliance with those rules, an application can be made for a court order allowing service by an alternative method or at an alternative place. Practice Notes:Alternative service—principlesAlternative service—types of alternative serviceServing court documents on persons unknownAlternative service—cross border considerations Certificate of service A certificate of service provides proof to the court that the court documents have been served on the other party. The form of service will differ when:—serving documents in England and Wales: the certificate sets out information about the service of the claim form and other documents. Generally,

A claim form is issued by the court. Following this, the claim form will need to be served on the defendant to bring the claim to the defendant’s attention. This is an integral part of the proceedings and requires not only that the contents of the claim form are bought to the attention of the defendant but also that the service is in compliance with the relevant rules so as to ensure valid service. This Practice Note provides an overview of the different considerations that arise when serving the claim form in England and Wales (the jurisdiction) and provides links through to guidance and precedents. Note that the provisions in CPR 6 were repealed and a new set of rules came into force on 1 October 2008 under the Civil Procedure (Amendment) Rules 2008, SI 2008/2178. This should be taken into account when considering any older cases dealing with the issue of service. This Practice Note may be read in conjunction with Service of the claim form in England and

Civil justice reform: see our Practice Note: Civil justice reform in Scotland—virtual hearings and electronic submission of documents for guidance on the current rules and practice in the Scottish civil courts in relation to virtual hearings and the electronic signing, transmission and lodging of documents. This Practice Note provides an overview of serving documents in Scottish civil court proceedings. ‘Service’ is used in this note to refer to the means by which court documents are provided to another party in litigation. It focuses primarily on the initiation of an action, although the processes will usually apply equally to the intimation of a document once the court procedure is under way. For guidance on: • issues to consider before bringing a civil claim in a Scottish court and other aspects of starting and progressing a civil claim in Scotland, see: Scottish DR: prescription and limitation—overview, Scottish DR: starting a claim—overview and Scottish DR: case management and evidence—overview respectively, which link through to more detailed guidance • the position in England and Wales,

This Practice Note provides guidance on the procedure to be followed as to service after the issue of a financial application to which the Family Procedure Rules 2010 (FPR 2010), SI 2010/2955, apply, including applications for financial orders and financial remedies. It considers the rules on service under FPR 2010, good practice in relation to service and the service of proceedings, by the court or by the applicant, on the respondent and on third parties. It also considers the service of interim financial proceedings, Trusts of Land and Appointment of Trustees Act 1996 (TOLATA 1996) proceedings and Inheritance (Provision for Family and Dependants) Act 1975 (I(PFD)A 1975) proceedings. General principles FPR 2010, SI 2010/2955, Pt 6 sets out the main provisions regarding service of documents in family proceedings and deals with: • service of an application (petition) for a matrimonial or civil partnership order within the jurisdiction—see Practice Notes: Service of applications for matrimonial and civil partnership orders within the jurisdiction in proceedings issued on or after 6 April 2022 (post-DDSA 2020) and Service of applications for matrimonial

1 Definitions 1.1 In this Schedule: Business Day • means any day which is not a Saturday, Sunday or a public or bank holiday in England; Change Control Procedure • means the procedure described in clause [insert] (Change Control); [Critical Service Level Failure • means [define as appropriate];] Month • means calendar month; Service Credits • means the credits which become due to the Customer where the Service Levels are not achieved as set out in paragraph 3 and the Annex; and Service Levels • means the service levels set out in the Annex. 2 Service levels 2.1 The Supplier shall provide the Services so as to meet or exceed the Service Levels set out in this Schedule. 2.2 Service Levels may be added, deleted, or modified by the parties at any time during the Term, in accordance with the [Change Control Procedure]. For the avoidance of doubt, the Supplier shall not withhold or delay its consent to any changes to the Service Levels that are required to achieve a fair, accurate and consistent measurement of the Supplier’s performance in delivering the Services. 3 Service credits 3.1 If the Supplier fails to meet or exceed a Service Level, the Customer shall be entitled to a Service

The learning and development (L&D) team agrees to support the firm in the following ways: • responding to all requests for training within [insert time, eg one day] • responding to all issues raised relating to training courses and/or L&D within [insert time, eg one day] • providing a report on training courses and/or L&D falling below expected standards at [insert when report will be made, eg at the monthly managers’ meeting] • reporting all delegate non-attendance at [insert when report will be made, eg at the monthly managers’ meeting] • committing

This Practice Note focuses on the key issues to consider when structuring service levels and remedies for failure to achieve them in outsourcing contracts. When drafting service level agreements (SLAs), relevant considerations will include the type of service level(s), what to measure, cost and quality, outcomes and outputs, how service levels are measured, service credits and other remedies, earn back and performance bonuses and changes to service levels during the contract term. The specific measurements and metrics used in SLAs will depend on the type of services. It is drafted to apply to any form of outsourcing and does not specifically focus on IT services (although what is discussed here is relevant in that context). For IT specific service level content, see Practice Note: Key issues in SaaS and hardware/software maintenance SLAs and Precedents: Service Level Agreement (hardware/software fault resolution support services) and Service Level Agreement (Availability (uptime) service level for SaaS). The service level schedule is one of the most important in an outsourcing contract. It governs measurement of the supplier’s quality of service against

An employee in England who lives in premises owned by their employer in order to perform their duties as an employee and who has exclusive possession of those premises occupies either as a tenant or as a licensee under a service occupancy (or tied accommodation as it is also known). The distinction is important because, under a service occupancy, the right to terminate arises when the employment ends whereas a tenancy may benefit from security of tenure. As of 1 December 2022, tenancies and licences of dwellings in Wales are governed by the Renting Homes (Wales) Act 2016 (RH(W)A 2016) (subject to certain limited exceptions). The terms of existing and new service occupancies must be considered in the context of RH(W)A 2016, s 7 in order to establish whether or not they are occupation contracts for the purposes of RH(W)A 2016 and, if so, what kind of occupation contract. Tenancies and licences which are occupation contracts must comply with the comprehensive provisions of RH(W)A 2016 which require, amongst other things, the provision of a written statement

Restructuring & Insolvency analysis: In Re Vybra Solutions Ltd, the High Court considered whether directors proposing an out-of-court administration appointment must obtain permission to serve a notice of intention to appoint administrators (NOI) on a qualifying floating chargeholder (QFCH) outside the jurisdiction. HHJ Hodge KC held that no such permission was required because an NOI constitutes ‘another document’ for the purposes of Schedule 4 to the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024, rather than a claim form. However, where service is effected at an address other than the chargeholder’s registered office, court approval remains necessary. The decision provides important guidance on cross-border NOI service, while leaving unresolved questions concerning when foreign service becomes effective for statutory notice purposes. Produced in partnership with Hannah Drozdz of Gateley Legal.

Dispute Resolution analysis: The TCC considered whether the claimant had validly served its particulars of claim on the defendant by email. The defendant had noted their solicitor’s email address on Form N434 (change of legal representative), but the court held that this was not a sufficient indication in writing of the defendant’s willingness to accept service by email for the purposes of CPR PD 6A, para 4.1. As such, this was not good service of the claim. Written by Christopher Humby, of Counsel at Quinn Emanuel Urquhart & Sullivan LLP.

Restructuring & Insolvency analysis: The Registrar of Companies is empowered to rectify the Register and to change a company’s registered office address where the address is not an ‘appropriate address’ as required by section 86 of the Companies Act 2006 (CA 2006). The address as changed is referred to as the default address. A winding-up petition was served on a company at the default address nominated by the Registrar. The company applied for an injunction restraining the petitioner from advertising the petition on the grounds, among other things, that the service of the petition at the default address was not proper service. The court held that the service was proper service: it was satisfied that the company’s registered office address had been changed to the default address and that the petition had been served on a person at that address who was authorised to accept service. Written by Mark Townsend, barrister at New Square Chambers.