The Service Provider shall perform the Services with reasonable care, skill and diligence, as would be expected of a competent professional experienced in providing services similar to the Services.
Here is a plain English explanation of the Standard of Care clause:
- This clause sets out the level of care and skill the Service Provider must meet when delivering the services.
- It requires the Service Provider to perform the services with reasonable care and skill.
- The standard expected is that of a competent professional who regularly provides similar services.
- So the Service Provider must exercise the degree of care, skill, and diligence that would normally be expected from an experienced professional in that field.
- This helps ensure the Service Provider delivers the services to an appropriate professional standard and quality.
- If the Service Provider fails to meet this standard of care, they may be in breach of contract.
The clause protects the Customer by holding the Service Provider to a baseline standard expected of those services.
The imposition of standards of care in contracts has its origins in English common law during the late 18th and early 19th centuries.
As the provision of services grew in the Industrial Revolution, the law needed to define expected duties and obligations.
Early cases set broad precedent that service providers should exercise "reasonable care and skill" appropriate to their profession. However, the exact standards were often undefined. During the 19th century, English courts gradually refined standards of care through precedent.
By the turn of the 20th century, lawyers began inserting standard of care clauses into contracts to codify duties. Specific language set expectations tailored to the services and parties. This provided certainty instead of relying on evolving common law.
Over the 20th century, standard of care clauses became ubiquitous contract provisions. Professions formed associations that published model standards to guide contract drafting. Customization to the parties remains important, but baseline standards are now commonplace.
Today, inclusion of standard of care clauses is best practice in services contracts. They provide clarity, reflect common law duties, and allow customization of care standards between the parties.
The evolution of these clauses increased contractual specificity and enforceability.