The Supplier shall comply with all reasonable instructions given by the Customer from time to time in connection with the supply of the Services. The Supplier shall take all proper and reasonable care and exercise all due skill, care and diligence in carrying out the Customer's instructions.
Here is a plain English explanation of the Compliance with Instructions clause:
This clause requires the Supplier to follow all reasonable instructions provided by the Customer related to delivering the contracted services.
For example, the Customer may instruct on service levels, performance metrics, reporting, or safety procedures.
The Supplier must exercise care, skill, and diligence in carrying out these instructions in a proper and reasonable manner. They cannot ignore or recklessly comply with the Customer's directions.
This allows the Customer to guide the work while expecting professional and careful compliance. It ensures the services meet the Customer's needs and expectations.
In summary, the Supplier must competently and prudently comply with the Customer's reasonable service instructions under this clause.
The compliance with instructions clause has its roots in master-servant law and notions of contracted service duties.
Key aspects of its emergence include:
- In 19th century English common law, servants owed duties to comply with all lawful and reasonable instructions of the master. This established an obedient service model.
- By the late 1800s, compliance with instructions appeared in UK employment contracts as a basic worker obligation, though tempered by reasonableness.
- In commercial service contracts, compliance clauses allocated top-down instructional authority to buyers of services. Courts enforced diligent compliance.
- Over time, reasonableness limitations gained more force as contractual balance replaced master-servant dynamics. Customization increased.
- Standard compliance clauses spread from employment to services engagements in fields like construction, technology, and business process outsourcing.
- Today, compliance with instructions remains common but with attention to reasonableness and performance standards. Mutual adjustment replaces strict obedience.
In summary, the compliance instructions clause has shifted from rigid master-servant duties to flexible contractual devices balancing client direction and provider expertise.