Consultancy Agreement - Personal Services Company (public)
Updated 17 October 2025
This template is a Consultancy Agreement designed for a UK-based individual consultant operating through a Personal Service Company (PSC) providing services to a 'small' client company. It addresses key aspects like IR35 tax rules, intellectual property, confidentiality, and liability, ensuring clarity on the contractor's status. The agreement outlines the terms of engagement, fees, and termination conditions.
Explanatory Notes
This agreement has been prepared for use only where the consultant is a UK based individual providing services through their own limited company (a 'personal service company' or 'PSC'), and where the company receiving those services (the 'Client Company') is a 'small' company.
Where the Client Company is 'small', under the 'IR35' rules it's the responsibility of the PSC to determine whether the worker would have been a deemed employee (for tax purposes) of the Client Company and to operate PAYE accordingly.
A different set of rules (the 'Off Payroll Working' rules) currently apply to medium or large Client Companies.
Certain optional clauses are included in the draft and details that need to be amended/inserted are in square brackets. However, you should ensure that all clauses of the agreement are relevant to and appropriate for the commercial terms agreement with amendments made as necessary and subject to the comment above.
CONSULTANCY AGREEMENT
PARTIES
THE CONTRACTOR, whose details are set out below (the 'Contractor'); and
THE CLIENT, whose details are set out below (the 'Client').
OPERATIVE PROVISIONS
Definitions and Interpretation
In this Agreement unless the context otherwise requires the following words and expressions will have the meanings given to them below:
'Commencement Date' | has the meaning given to it in Schedule 1; |
'Confidential Information' | means (but is not limited to) all or any information (in whatever form) relating to the Client or the Group that is disclosed to or obtained or created by the Contractor or the Consultant in the course of their relationship with the Client or in performing the Services and that is designated as 'confidential' or by its nature or circumstances surrounding disclosure ought to be treated as confidential; |
'the Consultant' | has the meaning given to it in Schedule 1; |
'End Date' | has the meaning given to it in Schedule 1; |
'the Engagement' | the engagement of the Contractor by the Client on the terms of this Agreement; |
'the Fee' | has the meaning given to it in Schedule 1; |
'the Group' | the Client and any other company which is for the time being its subsidiary or its holding company or a subsidiary of any such holding company (the terms 'subsidiary' and 'holding company' having the meanings ascribed to them in Part 38 Companies Act 2006) provided that such reference shall, if the context so requires, be interpreted so as to refer to any one or more Group Company; |
'Group Company' | any company in the Group; |
'Intellectual Property Rights' | patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist now or may subsist in the future in any part of the world; |
Retained Rights | any Intellectual Property Rights that limit the use of the Transferred Rights; |
'the Services' | has the meaning given to it in Schedule 1; |
Transferred Rights | all Intellectual Property Rights that have been (or will be) created for the Client by the Contractor or the Consultant. |
Period of Agreement
This Agreement shall commence on the Commencement Date and, subject to earlier termination as provided in Clause 7.1, shall continue until the End Date.
The Services
The Contractor shall make the Consultant available to the Client to perform the Services for the Client and, if required, for any other Group Company in accordance with and subject to the terms of this Agreement.
During the Engagement (and, where the Client reasonably requires, after its termination), the Contractor shall (and shall procure that the Consultant shall):
devote sufficient hours in each calendar month to ensuring that the Services are performed properly;
provide the Services only from the UK;
use reasonable care, skill, diligence and expedition in the performance of the Services, and perform the Services to the highest professional standard;
promptly give to the Client such information and reports regarding the provision of the Services or the Client's business as the Client may reasonably require at any time;
comply with all:
reasonable standards of safety and with any policies and procedures which the Client may bring into force from time to time relevant to the performance of the Services;
laws and rules, principles, regulations, guidance, codes and sanctions of any regulatory body relevant to the performance of the Services;
other lawful directions and instructions of the Client (although it is not anticipated that the Contractor or the Consultant will be subject to the day-to-day direction or control of the Client in the performance of the Services);
and in each case, report to the Client any actual, threatened or suspected breaches thereof (whether by the Consultant or any other person); and
not, without the prior written consent of the Client, commit the Client or any other Group Company to any expenditure or to any legally binding agreement or undertaking nor hold themselves out as being able so to commit the Client or any other Group Company.
For the avoidance of doubt, no Fee (or other sums) shall be payable in accordance with Clause 4 in respect of any period during which the Services are not provided or for work to rectify defective or inadequate Services or for defective or inadequate Services that cannot be rectified.
Fees and Expenses
In consideration of the proper provision of the Services, the Client shall pay to the Contractor, subject to and in accordance with Clause 4.2, the Fee.
The Contractor shall submit invoices in respect of the Services as specified in Schedule 1. Payment shall be made by the Client within the period specified in Schedule 1 following receipt of the invoice to which it relates (provided the invoice is appropriate and undisputed).
The Contractor shall be exclusively responsible for all expenses incurred in connection with the provision of the Services (except to the extent that individual expenses are approved in writing by the Client in advance of being incurred).
Payment (in full or part) by the Client of the Fee and/or expenses shall be without prejudice to any claims or rights which the Client may have against the Contractor and/or the Consultant in respect of the provision of the Services. The Client may make deductions or deferments from the Fee and/or expenses in respect of any sums owed to it or to any other Group Company by, or in respect of any disputes or claims with or against, the Contractor and/or the Consultant (including in respect of any overpayment of the Fee or expenses by the Client or any losses caused by the Contractor's or the Consultant's negligence, breach of contract or dishonesty) or may require defects in Services to be rectified (at the Contractor's own expense and promptly according to the Client's requirements, but in its own time), or unfinished work to be completed, before making payment of outstanding sums.
Liability and Insurance
The Contractor shall have liability for and shall indemnify the Client and all other Group Companies for any and all loss, liability, costs (including reasonable legal costs), damages or expenses arising in connection with the provision of the Services (including those arising from any breach by the Contractor of the terms of this Agreement or any negligent or reckless act or omission in the provision of the Services.
The Contractor shall accordingly maintain in force during the Engagement full and comprehensive insurance policies with reputable insurers in respect of the provision of the Services including insurance against all personal injury (including death) of the Consultant and against all loss of or damage to (1) property belonging to the Contractor or the Consultant; and (2) property belonging to the Client, or any other Group Company, which is used by the Contractor or the Consultant during the performance of the Services.
Intellectual Property
The Contractor transfers to the Client with full title guarantee ownership of all Transferred Rights
To the extent that the Contractor owns any Retained Rights, the Contractor grants to the Client a non-exclusive, royalty-free, irrevocable, perpetual, sublicensable, transferable, worldwide right to use the Retained Rights as necessary to enable the use of the Transferred Rights by the Client without limitation.
The Contractor warrants that it has obtained irrevocable waivers of any moral rights in relation to the Transferred Rights and, so far as is legally possible, any broadly equivalent rights in any territory of the world.
The Contractor warrants that the use of the Transferred Rights will not infringe the rights (including the Intellectual Property Rights) of any third party.
The Contractor shall perform (or procure the performance of) all further acts and things (including the signature of documents) required by law, or which the Client requests, to ensure the Transferred Rights vest to the Client.
Summary Termination
Without prejudice to any remedy it may have in connection with breach or non-performance of any provisions of this Agreement, the Client may terminate this Agreement with immediate effect without notice and without any liability to make any further payment to the Contractor (except in respect of amounts accrued and properly payable before the Termination Date) if at any time:
the Contractor is in material breach of any of the terms of this Agreement; or
the Contractor or the Consultant is in the reasonable opinion of the Client guilty of serious misconduct or wilful and persistent negligence or incompetence in the provision of the Services; or
the Contractor or Consultant commits any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere which is a non-imprisonable offence); or
the Consultant is declared bankrupt or makes any arrangement with or for the benefit of their creditors or has a county court administration order made against them under the County Court Act 1984; or
any order shall be made or effective resolution passed for liquidation, winding-up or dissolution of the Contractor (otherwise than for the purpose of reconstruction or amalgamation); or
the Contractor or the Consultant is guilty of any fraud or dishonesty or acts in any manner (whether or not in connection with this Agreement) which in the opinion of the Client brings or is likely to bring the Contractor or the Consultant or the Client or any other Group Company into disrepute.
The termination of this Agreement by the Client in accordance with Clause 7.1 is without prejudice to any costs, claims or rights of action the Client or any other Group Company or any other person might have for damages or other remedy arising from the events causing such termination or otherwise.
Status and Tax Liabilities
This Agreement constitutes a contract for the provision of services only. Nothing in this Agreement is intended to or shall (directly or indirectly, for any purpose whatsoever) create any partnership or joint venture between the parties, or any employment, worker, agency or partnership relationship between the Client and the Consultant and neither the Contractor nor the Consultant shall hold themselves out as being in any such relationship.
The Contractor shall (to the fullest extent permitted by law) be fully responsible for, and indemnify and keep indemnified the Client and all other Group Companies against:
any liability, deduction, contribution, assessment, demand or claim for income tax, apprenticeship levy, national insurance and/or social security contributions in respect of the Consultant and/or otherwise in connection with the performance of the Services together with any and all penalties, fines, interest, loss, cost, damage and/or expense (including legal expense), incurred, payable or suffered by the Client or any other Group Company in connection with or in consequence of any such liability, assessment, demand or claim; and
any and all loss, cost, damage and/or expense (including legal expense) incurred or suffered by reason of, or arising out of or in connection with, any proceeding, claim or demand by the Consultant (or any representatives of the Consultant) in connection with an assertion that they are or were an employee or worker of, or otherwise engaged directly by, the Client and/or any other Group Company (including any claim by the Consultant for redundancy pay or for compensation for unfair dismissal).
The Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments to be made by the Client to the Contractor under this Agreement.
Providing Services to Third Parties
Nothing in this Agreement will prevent the Contractor or the Consultant from providing services to third parties provided that:
such activity does not directly or indirectly cause the Contractor or the Consultant to be in breach of any obligation to the Client;
such activity does not directly or indirectly detract from the Contractor's or the Consultant's ability to provide the Services under this Agreement; and
such activity does not directly or indirectly otherwise cause a conflict of interest for the Contractor and/or the Consultant in connection with the Services.
Confidential Information
The Contractor acknowledges that in the term of this Agreement the Contractor and the Consultant will have access to Confidential Information. The Contractor has therefore agreed to accept the restrictions in this clause 10.
The Contractor shall not, and shall procure that the Consultant shall not, (except in the proper performance of the Services), either during the term of this Agreement or at any time after the termination of this Agreement, use or disclose to any third party (and shall use their best endeavours to prevent the use or disclosure of) any Confidential Information. This restriction does not apply to:
any use or disclosure authorised by the Client or required by any applicable law; or
any information which is already in, or comes into, the public domain otherwise than through the Consultant's and/or the Contractor's unauthorised disclosure.
The Contractor shall (and shall procure that the Consultant shall) promptly on request from the Client at any time return all and any materials containing any Confidential Information in their possession to the Client.
Notwithstanding the foregoing, nothing in this Agreement shall prevent truthful disclosures in the following circumstances: (i) by the Consultant to their professional advisors; (ii) as may be required by any applicable law, or ordered by a court or other authority; (iii) to the police for the purpose of reporting crime; (iv) to a relevant regulatory body or (v) where the statement amounts to a protected disclosure.
Property
The Contractor shall provide and insure any equipment that it requires for the performance of the Services. However if the Client (or any Group Company) provides equipment for use for any reason such equipment shall remain property of the Client.
Any and all data or documents provided by the Client for the use of the Contractor or the Consultant, or produced, maintained or stored on the Client's systems, are and remain the property of the Client.
On termination of this Agreement (for whatever reason and howsoever caused), or earlier upon request by the Client, the Contractor shall and shall procure that the Consultant shall return all property belonging to the Client that is in their possession or control, and neither the Contractor nor the Consultant shall keep copies of any of such property on any media or in any location.
Data protection
The Contractor acknowledges that the Client will collect, store and process personal data about the Consultant in connection with the Engagement. Such processing of personal data will be carried out in accordance with the Client's privacy policy for employees, workers and consultants (as amended from time to time), a copy of which is available on request.
The Contractor shall, and shall procure that the Consultant shall, comply with the Client's privacy policy (as amended from time to time) and the relevant data protection legislation at all times when accessing, handling, or otherwise processing personal data on behalf of the Client.
Bribery and the facilitation of tax evasion
It is the policy of the Client to comply with all laws in force from time to time to prevent bribery and the facilitation of tax evasion. In addition to the obligations set out in Clause 3.2, the Contractor hereby expressly undertakes not to (and shall procure that the Consultant shall not) engage in any activity, practice or conduct that would constitute either:
an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; or
a UK tax evasion facilitation offence under section 45(1), or a foreign tax evasion facilitation offence under section 46(1), of the Criminal Finances Act 2017.
For the avoidance of doubt, failure to comply with this Clause may lead to termination of this Agreement under Clause 7.1.
Miscellaneous
In this Agreement the words 'includes', 'including', 'in particular' shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
This Agreement contains the entire and only agreement between the parties. It is in substitution for any and all previous arrangements, understandings, agreements and contracts between the parties. The Contractor acknowledges that in entering into this Agreement neither it nor the Consultant has relied on any representation, promise or undertaking by the Client and/or any other Group Company except such as are expressly incorporated into this Agreement.
No relaxation, forbearance, delay or indulgence by the Client in enforcing any of the provisions of this Agreement shall prejudice, affect or restrict the rights and powers of the Client under this Agreement. Furthermore, the waiver by the Client of any breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of any provision of the same or a different nature.
No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.
This Agreement may not be assigned, nor shall the benefit or burden be transferred, in whole or in part by any party without the prior written consent of the other party.
Any notice to be given under this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or by sending it by pre-paid recorded delivery or registered post to the relevant party at its registered office for the time being, or by email to the email address supplied by the receiving party. Any such notice shall be deemed to have been received: (a) if delivered personally, at the time of delivery; or (b) in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting; or (c) in the case of email, at the time of transmission.
This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument. Transmission of an executed counterpart by e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and shall be construed in accordance with the laws of England and Wales. Furthermore, each party to this Agreement irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Party details and signature page
Consultant information and signature
Contractor | [contractor name] |
Contractor's address | [contractor address] |
Contractor's signatory | Name: [contractor name] |
Signature | [contractor signature] |
Date | [contractor sign date] |
Client information and signature
Client | [client Name] Company number: [client company no.] |
Client's address | [client address] |
Client's signatory | Name: [client name] |
Signature | [client signature] |
Date | [client sign date] |
Schedule 1
Consultant | Suitably qualified and experienced executives, being initially [Name] |
Services | [Describe services, deliverables, milestones, timeframes etc...] |
Commencement Date | [Date] |
End Date | [date] OR [the date on which terminated by the Client or Consultant giving to the other not less than [number] days' notice in writing] |
Fee | undefined1.[Insert details of the fee arrangement agreed, e.g. hours based, deliverables based, commission or scope of work based, specify whether the fee is inclusive or exclusive of VAT] |
Invoice submission | undefined1.[weekly/monthly/annually] in arrears |
Payment terms | undefined1.[30 (thirty)] days |
About this template
What is this template?
Consultancy Agreement - Personal Services Company (public) is a free, ready-to-use Commercial law template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Commercial law template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with England & Wales in mind, though you should always review the final wording against the laws that apply to you.
What's typically included?
A well-drafted Commercial law usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.