Service Descriptions and Service Levels in the Digital World

Clive Davies, Senior Counsel and Professional Development Manager Legal & Commercial, UK&I, Fujitsu Services Limited, UK

As lawyers negotiating a contract we have a duty to our clients to protect their legal, commercial and business interests and we do so with great enthusiasm and skill for topics like warranties, intellectual property ownership and limits and exclusions of liability. However in an information technology (IT) service contract the fundamental building block from which all other provisions are arguably derived (including the charges) is the description of the services to be provided and the committed service levels in accordance with which they will be supplied. These vital topics, usually set out in a schedule or appendix to the contract, are I suggest, often not addressed with sufficient care and the attention to detail that as lawyers we give to the terms and conditions. In some contracts the service description takes on a life of its own and is often not really constructed so as to be a part of the overall agreement. In other contractual contexts it is overlooked or hard to identify at all, even though it is such a vital component. I always ask what service is being provided and for what price before reviewing any draft contract in order to put any advice I provide in context. The risks associated with a straightforward support service are fundamentally different from those associated with the outsourcing of all the IT functions of an organisation.

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Contract IT March 2022 Vol.15, No. 58, Winter 2022

Clive Davies

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Clive is a senior counsel with Fujitsu in the UK advising in particular on major IT service contracts with customers in the public and private sectors. Prior to joining Fujitsu Clive was the lead IT and outsourcing partner in London at two leading city law firms. Clive specialises in advising on large outsourcing agreements. He has a particular interest in improving the contracting process, believing that a successful contract supports effective delivery. He is also the professional development manager for the legal and commercial function in Fujitsu UK seeking to improve training and individual capability. Clive lectures and writes regularly on IT subjects. Clive is past chair and Fellow of SCL, a past chair of ITechLaw's In-House Committee and an editor of Communications Law.

Fujitsu Services Limited

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Fujitsu Services Limited is a Japanese multinational information and communications technology equipment and services corporation, established in 1935 and headquartered in Tokyo. Fujitsu is the world's sixth-largest IT services provider by annual revenue, and the largest in Japan, in 2021. Fujitsu Services Limited is its UK subsidiary which employs over 7000 people and whose purpose is to make the world more sustainable by building trust in society through innovation - that's about seeing the value technology can create for customers today and in the future - and making it real.

Contract IT March 2022 Vol.15, No. 58, Winter 2022