The guarantees offer customers certain remedies under the law, such as. B the right to sue for damages for breach of a warranty. However, master service agreements often provide for specific corrective measures, rather than other corrective measures. For example, an ASM may provide that the service provider must remedy this non-compliance within a time frame determined by additional services at no cost to the customer if certain services do not essentially match the existing warranty. Service offerings that provide service-related services often require, as part of a single and exclusive remedy, that the customer accepts that, if his efforts are not able to reconcile the services with the existing service guarantee, he is able to give the customer an appropriate refund for the services concerned. For a service provider, this exclusive „Re-perform or Refund“ structure is a contractual risk management tool. Clients often object, for a variety of reasons, to limiting their MSA remedies for certain warranties, and clients often insist that all contractual remedies be cumulative. On the other hand, a service provider may be an SME that includes a much larger business through a reseller or other relationship to provide licensed services or materials as part of a transaction. Often, the service provider does not have the leverage or practical ability to impose its negotiated terms on a much larger company than it does, and in some cases it will not even be able to bring them to the table to discuss problems. In some cases, a transaction structure may be necessary for the customer to be directly linked to the third-party supplier and, in some cases, customers may already have a framework contract with the third party, which can be used as a platform to manage that part of the structure.
As with all commercial contracts, a master service agreement and a declaration of termination and addressing rights will apply. As a general rule, the Master Service Agreement has a fixed departure period, which is automatically extended on a „persistent leaf“ basis, subject to the right of one party to terminate the MSA by providing the other party with a fixed period for prior written notification. Clients often want the right to terminate a current MSA or SOW for convenience after notice, and this is an area that varies depending on the economic relationship provided by the relationship. Payment rules generally also deal with the distribution of tax responsibilities, which may vary depending on jurisdiction and include turnover, usage and other taxes.