A neutral-form consulting services agreement between a Consultant and a Client, governed by the law of England & Wales (including the Supply of Goods and Services Act 1982).
How to use this template, read this first - Replace every
[SQUARE-BRACKET]field before use. - For business-to-business consultancy contracts, the Supply of Goods and Services Act 1982 implies a term that the Consultant will carry out the services with reasonable care and skill (s 13). Where the client is a consumer, the Consumer Rights Act 2015 is the primary regime. - Employment status / IR35. Labelling someone a "consultant" does not by itself make them self-employed. If the relationship looks like employment (control, personal service, mutuality of obligation), tax and employment-law consequences follow, and where the Client engages the Consultant through the Consultant's own company, the off-payroll working (IR35) rules may apply. Take tax advice if in doubt. - Have a solicitor review before use.
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THIS CONSULTING SERVICES AGREEMENT is made on [DATE]
BETWEEN (1) [CONSULTANT NAME] of [ADDRESS] (the "Consultant"); and (2) [CLIENT NAME] of [ADDRESS] (the "Client").
Agreed terms
1. Services. The Consultant will provide the consultancy services described in Schedule 1 (the "Services") with reasonable care and skill.
2. Term. This Agreement begins on [DATE] and continues [until the Services are completed / until terminated under clause 9].
3. Fees and expenses. The Client will pay £[RATE] per [day/hour/project], plus pre-approved expenses, against invoices payable within [NUMBER] days. Late payment may bear interest under the Late Payment of Commercial Debts (Interest) Act 1998.
4. Status. The parties intend the Consultant to be an independent contractor, not an employee or worker of the Client. However, contractual labels do not determine employment/worker status, which depends on the actual working arrangements. The Consultant is responsible for its own tax and National Insurance in the first instance, but if the off-payroll working (IR35) rules apply, the Client or fee-payer may have PAYE/NIC obligations notwithstanding this clause. The Consultant may [send a substitute / use subcontractors] [subject to the Client's approval].
5. Consultant's obligations. The Consultant will perform the Services competently, comply with the Client's reasonable policies while on site, and avoid conflicts of interest.
6. Intellectual property. All IP created by the Consultant in performing the Services is assigned to the Client on creation [with a waiver of moral rights]. The Consultant retains its pre-existing IP and grants the Client a licence to use it as needed for the deliverables.
7. Confidentiality. Each party will keep the other's confidential information secret and use it only for this engagement, during and after the term.
8. Data protection. Each party will comply with the UK GDPR and Data Protection Act 2018; where the Consultant processes personal data for the Client, the parties will put a data-processing agreement in place.
9. Termination. Either party may terminate on [NUMBER] days' written notice, or immediately for material breach not remedied within [NUMBER] days or on insolvency. The Client will pay for Services properly performed up to termination.
10. Liability. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot lawfully be excluded or limited. Subject to that, the Consultant's total liability is limited to [the fees paid / £AMOUNT], excluding indirect or consequential loss. Any exclusion or limitation is enforceable only so far as permitted by law and, where applicable, satisfies the reasonableness requirement under the Unfair Contract Terms Act 1977.
11. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
Signed by [CONSULTANT]: __________________ Date: [DATE] Signed for [CLIENT]: __________________ Date: [DATE]
Schedule 1, The Services / deliverables / timetable
--- This template is a starting point and not legal advice. Employment-status and IR35 issues can have significant tax consequences, have a qualified solicitor (and, on tax, an adviser) review and adapt it before use. Governing law: England & Wales.