Consultancy Agreement (UK)
Standard consultancy agreement for UK startups and SMEs under English law
CONSULTANCY AGREEMENT
Note: This template is for UK SMEs and startups engaging an independent consultant under English law. Read every Note before signing. Every yellow [field] must be completed or removed; every Option A / B / C block requires a choice. This template is a technology tool, not legal advice — for high-value or complex engagements, take bespoke advice.
PARTIES
This agreement is dated [date of agreement] and is made between:
(1) [client legal name], a company incorporated in England and Wales with company number [client company number], whose registered office is at [client registered office] (the "Client"); and
(2) [consultant legal name], [consultant entity description, e.g. 'a company incorporated in england and wales with company number 12345678, whose registered office is at 1 high street, london' or 'a sole trader of 1 high street, london'] (the "Consultant"),
each a Party and together the Parties.
Note: Identify the contracting Consultant by its correct legal form. If the Consultant invoices through a personal service company (PSC) but the agreement names the individual, the contracting party and the payee will not match — this is a common drafting error and can complicate IR35 analysis and payment chain. The party named here must be the same legal person who issues invoices.
BACKGROUND
(A) The Client wishes to engage the Consultant to provide certain consultancy services on the terms of this agreement.
(B) The Consultant has agreed to provide those services as an independent contractor on the terms of this agreement.
AGREED TERMS
1. DEFINITIONS AND INTERPRETATION
1.1 In this agreement:
"Background IPR" has the meaning given in clause 5.4.
"Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales when banks in London are open for business.
"Commencement Date" means the date stated in Schedule 1.
"Confidential Information" means any information (in any form) disclosed by or on behalf of one Party to the other in connection with this agreement that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including business plans, financial information, customer or supplier data, technical know-how, trade secrets and the existence and terms of this agreement; but excluding information that falls within an exception in clause 6.3.
"Data Protection Legislation" means the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 (DPA 2018) and any other applicable laws and regulatory requirements relating to the processing of personal data and privacy.
"Deliverables" means the documents, reports, designs, code or other outputs the Consultant is required to produce, as described in Schedule 1 or Schedule 2.
"Fees" means the amounts payable to the Consultant as set out in Schedule 1.
"Intellectual Property Rights" or "IPR" means patents, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, 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 for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
"Personal Data" has the meaning given to it in the Data Protection Legislation.
"Services" means the consultancy services described in Schedule 1 (and, if applicable, Schedule 2).
"Term" means the period from the Commencement Date until termination or expiry of this agreement under clause 9.
1.2 References to a statute or statutory provision include any subordinate legislation made under it and any amendment, extension or re-enactment of it.
1.3 Clause and Schedule headings do not affect interpretation. The Schedules form part of this agreement.
1.4 Words in the singular include the plural and vice versa.
2. SERVICES
2.1 Appointment. The Client appoints the Consultant, and the Consultant agrees, to provide the Services during the Term on the terms of this agreement.
2.2 Standard. The Consultant shall perform the Services with reasonable care and skill, in accordance with good industry practice, and shall comply with all applicable laws and any reasonable security and site policies of the Client when on the Client's premises.
Note: A consultancy is a contract for services. Under section 49 of the Consumer Rights Act 2015, a 'reasonable care and skill' term is implied into B2C services contracts; for B2B services the same standard is implied at common law and by section 13 of the Supply of Goods and Services Act 1982. The Consumer Rights Act applies only where the Client is a consumer (an individual acting wholly or mainly outside their business) — for a B2B engagement, the implied term comes from the 1982 Act and the express wording above. Stating it expressly avoids any argument that the standard has been excluded.
2.3 Scope changes. Any change to the Services must be agreed in writing by both Parties (signed letter or counter-signed email is sufficient) before it takes effect. The Consultant is not obliged to perform work outside the agreed scope without an agreed change in writing.
Note: Verbal scope changes are the single most common source of consultancy disputes. Insisting on a written record protects both Parties and supports the Consultant's invoicing for additional work.
2.4 Personnel and substitution. The Consultant shall ensure that the individual(s) performing the Services are suitably skilled. The Consultant may, on prior written notice to the Client, provide a suitably qualified substitute to perform the Services, subject to the Client's reasonable approval (such approval not to be unreasonably withheld). The Consultant remains responsible for the substitute's performance and for paying the substitute.
Note: A genuine right of substitution is a strong indicator of independent contractor status (and outside-IR35 status under Chapter 10 of ITEPA 2003). If the operating reality is that the Client always insists on the named individual, this clause becomes a sham and increases status risk — only include it if the Consultant can in practice provide a substitute.
2.5 Equipment and location. Unless agreed otherwise in writing, the Consultant shall provide its own equipment and tools and shall perform the Services from [location for performance of services, e.g. 'the consultant's own premises' or 'the client's premises at 1 high street, london' or 'a location of the consultant's choice'].
2.6 Cooperation. The Client shall provide the Consultant with reasonable access to the information, personnel and systems the Consultant reasonably requires. The Consultant shall not be in breach where delay is caused by the Client's failure to cooperate, and timescales shall be extended accordingly.
3. CONTRACTOR STATUS AND IR35
3.1 Independent contractor. The Consultant is an independent contractor. Nothing in this agreement creates a relationship of employment, agency, partnership or joint venture between the Parties. The Consultant is not entitled to any benefits the Client provides to its employees (including holiday pay, sick pay, pension contributions or maternity/paternity pay).
3.2 Taxes and National Insurance. The Consultant is solely responsible for paying all income tax, National Insurance contributions and any other taxes arising from the Fees, except as required by clause 3.3 below. The Consultant shall indemnify the Client against any liability, assessment, penalty or interest the Client incurs in connection with the Consultant's failure to account for such tax (other than where caused by the Client's own act or omission).
Note: Use Option A if the Client reasonably believes it qualifies as a 'small company' under the small companies regime in Chapter 8 of ITEPA 2003. Use Option B if the Client is medium or large (including any subsidiary of a medium or large group — small status is assessed at group level for off-payroll purposes).
Note: From 6 April 2026, the small company thresholds for off-payroll working are: turnover not more than £15 million, balance sheet total not more than £7.5 million, and not more than 50 employees (any two of three must be met). The thresholds are assessed at group level for a subsidiary — a subsidiary that looks small on its own may be part of a medium or large group, in which case Chapter 10 applies regardless. If the Client is unsure of its status, take tax advice before signing — getting this wrong can result in HMRC pursuing the Client for unpaid PAYE and NIC plus interest and penalties.
3.3 IR35 — option choice. The Parties shall apply Option A or Option B below.
Option A — Small Client (Chapter 8 ITEPA 2003 applies to the Consultant's intermediary): The Client reasonably believes it qualifies as a 'small company' under the small companies regime applicable to off-payroll working in Chapter 8 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) at the date of this agreement. Where the Consultant operates through an intermediary (including a personal service company), the intermediary is responsible for assessing IR35 status and complying with its obligations under Chapter 8 ITEPA 2003. The Consultant warrants that its intermediary will comply with all applicable tax legislation.
Option B — Medium / Large Client (Chapter 10 ITEPA 2003 applies to the Client): Where the Consultant operates through an intermediary and Chapter 10 ITEPA 2003 (off-payroll working) applies:
(a) the Client shall, taking reasonable care, determine whether the engagement falls inside or outside IR35 and shall issue a Status Determination Statement (SDS) under section 61NA ITEPA 2003 with reasons to the Consultant before the Services commence;
(b) if the SDS conclusion is 'inside IR35', the Client (or other fee-payer) shall deduct income tax and employee National Insurance contributions from the Fees and account for employer National Insurance contributions as required, and the Consultant consents to such lawful statutory deductions notwithstanding clause 4 (Fees and Payment);
(c) the Client shall operate a client-led status disagreement process under section 61T ITEPA 2003, responding to any representations from the Consultant within the statutory time limit; and
(d) each Party shall notify the other promptly of any material change to the working practices, control, substitution or exclusivity that could affect the IR35 status assessment, and the Client shall reassess and (where required) issue a new SDS.
Note: Trap to avoid: do not include any wording stating 'the Consultant is solely responsible for IR35' if the Client is medium or large — Chapter 10 places the determination obligation on the Client, and contractual wording cannot override statutory liability. Practical Law diverges from the original Legora draft here: Practical Law (and the statute) require an SDS plus a section 61T client-led disagreement process; Legora's shorter formulation omits the disagreement process. We follow Practical Law and the statute.
3.4 No warranty as to status. Neither Party warrants the IR35 outcome of the engagement. Each Party is responsible for taking its own tax and legal advice on its status and obligations.
4. FEES AND PAYMENT
Note: Use Option A for ongoing or time-and-materials engagements (most retainers). Use Option B for project work tied to defined milestones. Option B is harder on the Consultant's cashflow because payment is gated on the Client's confirmation that the Deliverable meets specification.
4.1 Fees and payment terms. The Client shall pay the Consultant the Fees set out in Schedule 1.
Option A — Monthly in arrears: On or around the last working day of each calendar month, the Consultant shall submit an invoice setting out the Services performed, days/hours worked (where applicable) and the Fees payable (plus VAT, if applicable). The Client shall pay each undisputed invoice within [invoice payment period in days, e.g. 30] days of receipt. If the Client disputes an invoice in good faith, it shall notify the Consultant in writing within 7 days of receipt setting out the reasons; the Client shall pay any undisputed portion by the due date and the Parties shall work to resolve the dispute within 14 days.
Option B — Milestone payments: Payment shall be made in instalments linked to the milestones set out in Schedule 1. Each instalment becomes due when the relevant Deliverable has been provided and the Client (acting reasonably and not unreasonably withholding confirmation) has confirmed in writing that the Deliverable meets the description in Schedule 1. The Client shall pay each undisputed instalment within [milestone payment period in days, e.g. 14] days of confirmation. Where a milestone is partially complete at the date of termination, the Consultant shall be entitled to payment for the proportion completed.
4.2 VAT. All Fees and other amounts in this agreement are exclusive of VAT, which (if applicable) the Client shall pay at the prevailing rate on receipt of a valid VAT invoice.
4.3 Expenses. The Client shall reimburse reasonable, pre-approved out-of-pocket expenses properly incurred in performing the Services. Expenses above [expense pre-approval threshold] require prior written approval. The Consultant shall provide receipts on request.
4.4 Late payment. Without prejudice to the Consultant's statutory rights under the Late Payment of Commercial Debts (Interest) Act 1998, if the Client fails to pay any undisputed amount by the due date, the Consultant may (a) charge interest on the outstanding amount at 8% per annum above the official dealing rate of the Bank of England (the rate applicable being that in force on 30 June or 31 December immediately preceding the date the debt became overdue), and (b) suspend performance of the Services on 7 days' written notice until all overdue undisputed amounts are paid.
Note: Statutory interest under the Late Payment of Commercial Debts Regulations 2002 (SI 2002/1675, which revoked SI 1998/2765) runs at 8% above the Bank of England's official dealing rate. The rate is fixed by reference to the dealing rate on the preceding 30 June or 31 December — it is not a floating 'from time to time' rate. The Consultant is also entitled to a fixed compensation charge of £40 / £70 / £100 depending on the size of the debt under section 5A of the 1998 Act. You cannot contract out of these statutory remedies in a B2B contract unless the alternative is a 'substantial remedy' (section 8 of the 1998 Act). Commercial benchmark: 30 days is standard for UK B2B and matches the statutory default; 14 days is reasonable for smaller engagements.
5. INTELLECTUAL PROPERTY
Note: Under section 11(1) of the Copyright, Designs and Patents Act 1988, copyright in a work first vests in its author. The employer exception in s.11(2) does NOT apply to independent contractors — so without a written assignment, the Consultant retains copyright in the Deliverables and the Client only has an implied licence to use them for the purpose for which they were commissioned. Choose Option A if the Client needs to own the outputs (typical for bespoke software, designs, branded content). Choose Option B if the Consultant uses proprietary methodology across multiple clients and wants to retain ownership.
Note: Under section 90(3) CDPA 1988, an assignment of copyright is not effective unless in writing signed by the assignor. The 'hereby assigns' wording below satisfies that requirement. Commercial benchmark: full assignment is standard for bespoke deliverables; licence-back of pre-existing tools is common.
5.1 Choose Option A or Option B for IP ownership.
Option A — Full assignment to Client: The Consultant assigns to the Client, with full title guarantee and by way of present and future assignment, all right, title and interest (including all IPR) in and to the Deliverables and any other work product created specifically for the Client under this agreement. The assignment takes effect on creation of each item of work product. The Consultant shall, at the Client's reasonable cost, execute any further documents and do any other acts reasonably required to perfect the Client's title.
Option B — Licence to Client: The Consultant retains all IPR in the Deliverables. The Consultant grants the Client a [licence exclusivity — choose 'non-exclusive' or 'exclusive'], royalty-free, perpetual, irrevocable licence to use, copy, modify and distribute the Deliverables for the Client's internal business purposes [licence territory — choose 'within the united kingdom' or 'worldwide']. The licence [sub-licensing right — choose 'does' or 'does not'] include the right to sub-licence to the Client's group companies and successors in business.
5.2 Moral rights. To the fullest extent permitted by law, the Consultant (and shall procure that any individual author) waives all moral rights in the Deliverables under Chapter IV of the Copyright, Designs and Patents Act 1988, including the right to be identified (s.77) and the right of integrity (s.80).
Note: Moral rights cannot be assigned — only waived in writing under section 87 CDPA 1988. The right to be identified must be asserted by the author and does not apply automatically to commissioned works, but waiving it expressly removes any later argument. Where the Consultant is a company, the moral rights vest in the individual authors — the Consultant must procure those waivers.
5.3 Warranty. The Consultant warrants that (a) it has the right to assign or licence the IPR in the Deliverables as set out in this clause 5; (b) the Deliverables do not, to the best of the Consultant's knowledge, infringe the IPR of any third party; and (c) where the Consultant uses third-party or open-source materials in the Deliverables, it shall disclose them and ensure the Client receives the rights necessary to use the Deliverables under the applicable licences.
5.4 Background IP. Each Party retains ownership of any IPR it owned before the Commencement Date or that it creates independently of this agreement ("Background IPR"). The Consultant grants the Client a royalty-free, non-exclusive, perpetual licence (with the right to sub-licence to the Client's group companies and successors) to use any of the Consultant's Background IPR that is incorporated into the Deliverables, to the extent necessary for the Client to make use of the Deliverables.
5.5 AI-assisted output. The Consultant shall (a) confirm that any Deliverable produced using AI tools includes sufficient human creative input to support copyright ownership in the Consultant's name; (b) disclose material use of AI tools to the Client; and (c) ensure that the licence terms of any AI tool used permit the assignment or licence granted under this clause 5 and the Client's intended use of the Deliverables.
Note: Where Deliverables are AI-generated without sufficient human creative input, copyright may not subsist under CDPA 1988 — meaning there is nothing to assign and the Client may receive no exclusivity. AI tool providers may also retain their own licence claims over outputs. This clause shifts the disclosure and warranty risk to the Consultant.
6. CONFIDENTIALITY
6.1 Obligation. Each Party (the 'receiving party') shall keep the other Party's (the 'disclosing party') Confidential Information strictly confidential, use it only for the purposes of this agreement, and not disclose it to any third party without the disclosing party's prior written consent.
6.2 Permitted disclosure. The receiving party may disclose Confidential Information to its employees, officers, contractors and professional advisers who need to know it for the purposes of this agreement, provided they are bound by obligations of confidentiality at least as protective as those in this clause 6.
6.3 Exceptions. Clause 6.1 does not apply to information that (a) is or becomes publicly available other than through the receiving party's fault; (b) the receiving party already knew before receiving it; (c) the receiving party receives from a third party who has the right to disclose it without restriction; or (d) the receiving party is required to disclose by law, by a court or by a regulator of competent jurisdiction (giving the disclosing party as much advance notice as is practicable and lawful).
6.4 Protected disclosures carve-out. Nothing in this agreement prevents the Consultant or any individual performing the Services from (a) reporting a suspected criminal offence to the police or any law enforcement agency; (b) co-operating with any investigation by HMRC, the Information Commissioner's Office, or any other regulator, ombudsman or supervisory authority; (c) complying with an order from a court or tribunal; (d) making any disclosure to a person who owes a professional duty of confidence (such as a legal or tax adviser); or (e) making any other disclosure required by law.
Note: A confidentiality clause that purports to gag a worker from making a protected disclosure under the Public Interest Disclosure Act 1998 is void to that extent. The carve-out above follows the SRA Warning Notice on NDAs — best practice is to make the carve-out substantive, not just a generic 'whistleblowing saving'.
6.5 Survival and return. The obligations in this clause 6 continue for [confidentiality survival period in years, e.g. 3] years after the end of the Term, and indefinitely in respect of trade secrets. On termination or expiry (or earlier on the disclosing party's request) the receiving party shall promptly return or irretrievably delete all of the disclosing party's Confidential Information (including copies) and confirm in writing that it has done so if requested.
Note: Commercial benchmark: 3 years post-termination is standard for UK SME services agreements; longer periods are common where trade secrets or strategic information is at stake. Trade secrets are protected indefinitely under the common law and the Trade Secrets (Enforcement, etc.) Regulations 2018.
7. DATA PROTECTION
Note: Where the Consultant processes Personal Data on the Client's behalf (e.g. handling the Client's customer database or HR records), Article 28(3) of the UK GDPR requires a written controller-processor contract containing eight mandatory items. This clause sets out a compact form. For high-volume or special-category processing, put a separate Data Processing Agreement (DPA) in place. Failure to comply with Article 28 can attract fines of up to £17.5 million or 4% of annual global turnover under section 157 DPA 2018.
7.1 Roles. Where the Consultant processes Personal Data on the Client's instructions in connection with the Services, the Client is the controller and the Consultant is the processor. The categories of data, data subjects, processing purpose and duration are set out in Schedule 1, Part G (Article 28 Processing Details).
7.2 Processor obligations (Article 28(3) UK GDPR). The Consultant shall:
(a) process the Personal Data only on the Client's documented instructions, including in respect of international transfers (unless required by law to do otherwise, in which case the Consultant shall notify the Client first unless the law prohibits such notification);
(b) ensure that personnel authorised to process the Personal Data are bound by confidentiality obligations or are under an appropriate statutory duty of confidence;
(c) implement appropriate technical and organisational security measures meeting the requirements of Article 32 UK GDPR (including, where appropriate, pseudonymisation and encryption, ensuring confidentiality, integrity, availability and resilience of processing systems, and regular testing and evaluation);
(d) not engage any sub-processor without the Client's prior written consent, and where consent is given ensure the sub-processor is bound by data protection obligations equivalent to those in this clause 7 (the Consultant remains fully liable to the Client for the acts and omissions of any sub-processor);
(e) taking into account the nature of the processing, assist the Client (at the Client's cost) in responding to data subject requests under Articles 15 to 22 UK GDPR by appropriate technical and organisational measures;
(f) assist the Client (at the Client's cost) in complying with its obligations under Articles 32 to 36 UK GDPR (security, breach notification, data protection impact assessments and prior consultation), and in any event notify the Client without undue delay (and in any case within 48 hours) of becoming aware of any Personal Data breach;
(g) at the Client's election, delete or return all Personal Data to the Client at the end of the provision of Services and delete all existing copies (unless retention is required by law); and
(h) make available to the Client all information necessary to demonstrate compliance with Article 28 UK GDPR, and allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client.
Note: All eight Article 28(3) items must appear. Item (h) — the right of audit — is the one most commonly omitted; without it, the contract is non-compliant. Item (f) of this clause includes a 48-hour breach notification window as a contractual addition to the controller-assistance obligation; the statutory breach notification deadline for the controller is 'without undue delay and, where feasible, not later than 72 hours' under Article 33 UK GDPR.
7.3 International transfers. The Consultant shall not transfer Personal Data outside the United Kingdom without the Client's prior written consent and unless an appropriate transfer mechanism is in place (including an adequacy decision or the UK International Data Transfer Agreement (IDTA) or UK Addendum to the EU Standard Contractual Clauses).
8. LIMITATION OF LIABILITY
8.1 Uncapped liabilities. Nothing in this agreement limits or excludes either Party's liability for:
(a) death or personal injury caused by negligence (which cannot be limited or excluded under section 2(1) of the Unfair Contract Terms Act 1977);
(b) fraud or fraudulent misrepresentation;
(c) any liability that cannot be limited or excluded as a matter of law.
Note: Under section 2(1) of the Unfair Contract Terms Act 1977, any clause excluding liability for death or personal injury caused by negligence is void — not merely unreasonable. Other exclusions of liability for negligence in B2B contracts must satisfy the reasonableness test in section 11 and Schedule 2 UCTA 1977; courts weigh bargaining strength, ability to insure, and the level of the Fees.
8.2 Excluded loss types. Subject to clause 8.1, neither Party shall be liable to the other (whether in contract, tort including negligence, breach of statutory duty or otherwise) for any: (a) loss of profits; (b) loss of revenue or business; (c) loss of anticipated savings; (d) loss of or damage to goodwill; or (e) indirect or consequential loss, in each case howsoever arising and even if foreseeable or the relevant Party was advised of the possibility of such loss.
Note: Use Option A as the default for SME engagements. Use Option B only where the Parties have specifically agreed a fixed monetary cap. The cap MUST carve out (a) the Client's obligation to pay undisputed Fees and (b) the uncapped liabilities in clause 8.1 — these carve-outs are non-negotiable.
8.3 Choose Option A or Option B for the liability cap.
Option A — Cap at 12 months' Fees: Subject to clause 8.1, each Party's total aggregate liability to the other arising out of or in connection with this agreement (whether in contract, tort including negligence, breach of statutory duty or otherwise) shall not exceed an amount equal to the total Fees paid or payable in the 12 months immediately preceding the event giving rise to the claim; save that the cap shall not apply to (i) the Client's obligation to pay undisputed Fees properly invoiced under this agreement, or (ii) any liability that cannot be limited or excluded under clause 8.1.
Option B — Fixed monetary cap: Subject to clause 8.1, each Party's total aggregate liability to the other arising out of or in connection with this agreement (whether in contract, tort including negligence, breach of statutory duty or otherwise) shall not exceed [fixed liability cap amount in £, e.g. £100,000]; save that the cap shall not apply to (i) the Client's obligation to pay undisputed Fees properly invoiced under this agreement, or (ii) any liability that cannot be limited or excluded under clause 8.1.
Note: Commercial benchmark: 1x Fees paid in the prior 12 months is the most common cap for UK SME services engagements. 2x is reasonable for higher-risk engagements. Caps below 1x (or fixed caps significantly below the realistic loss exposure) may fail the UCTA 1977 reasonableness test. Practical Law diverges from the original Legora draft on this point: Legora omitted the unpaid-Fees carve-out and the uncapped-liabilities carve-out — both are mandatory for the clause to function as intended and for the cap to be defensible.
8.4 Optional Consultant carve-outs from cap. The Parties may, by agreement, also exclude from the cap in clause 8.3 the Consultant's liability for: (a) IP infringement indemnity claims under clause 5.3; (b) breach of confidentiality under clause 6; (c) breach of data protection obligations under clause 7; and/or (d) gross negligence or wilful misconduct. Any such exclusions should be added to clause 8.3 by written agreement.
8.5 Insurance. The Consultant shall maintain throughout the Term and for [post-termination insurance period in years, e.g. 6] years thereafter (a) professional indemnity insurance of at least [professional indemnity insurance minimum £, e.g. £1,000,000] per claim; and (b) public liability insurance of at least [public liability insurance minimum £, e.g. £1,000,000] per claim, in each case with a reputable insurer, and shall provide evidence of cover on request.
9. TERM AND TERMINATION
9.1 Term. This agreement commences on the Commencement Date and continues until [term end trigger, e.g. 'the fixed end date stated in schedule 1' or 'completion of the services' or 'terminated by either party under this clause 9'].
9.2 Termination for cause. Either Party may terminate with immediate effect by written notice if the other Party:
(a) commits a material breach of this agreement and (where capable of remedy) fails to remedy it within 14 days of written notice specifying the breach;
(b) where the other Party is a company: becomes insolvent, is unable to pay its debts within section 123 of the Insolvency Act 1986, has a receiver, administrator or liquidator appointed, enters into a voluntary arrangement with its creditors under Part I of the Insolvency Act 1986, or proposes a scheme of arrangement or restructuring plan under Parts 26 or 26A of the Companies Act 2006;
(c) where the other Party is an individual or sole trader: is unable to pay their debts within section 268 of the Insolvency Act 1986, enters into an Individual Voluntary Arrangement under Part VIII of the Insolvency Act 1986, has a bankruptcy petition presented or a bankruptcy order made under section 264 of the Insolvency Act 1986, or a bankruptcy order made under section 271 of the Insolvency Act 1986; or
(d) ceases or threatens to cease to carry on all or a substantial part of its business.
Note: The insolvency triggers above are split into company-form and individual-form to cover both possible Consultant structures. Under section 123 of the Insolvency Act 1986 the statutory cash-flow / balance-sheet test applies to a company; section 268 is the equivalent for an individual debtor. Do not conflate insolvency under section 123 with the higher 'wrongful trading' threshold in section 214 — they are different tests and only the former triggers this clause.
Note: Use Option A for ongoing or open-ended retainers. Use Option B for fixed-scope project work. Without a termination-for-convenience right, the Client is locked in for the full term and may face a damages claim for the remaining Fees if it walks away.
9.3 Choose Option A or Option B for termination for convenience.
Option A — Termination on notice: Either Party may terminate this agreement for any reason (or no reason) by giving the other not less than [convenience termination notice period in days, e.g. 30] days' written notice. During the notice period, both Parties shall continue to perform their obligations.
Option B — Fixed term, no convenience exit: Neither Party may terminate this agreement before the Fixed End Date except under clause 9.2 (Termination for cause). If the Client terminates other than under clause 9.2, the Client shall pay the Consultant a break fee equal to [break fee as percentage of remaining fees, e.g. 50]% of the Fees that would have been payable for the unexpired portion of the Term, which is the Consultant's sole and exclusive remedy for such early termination.
9.4 Consequences of termination. On termination or expiry for any reason:
(a) the Client shall pay all undisputed Fees and pre-approved expenses properly due up to the date of termination;
(b) the Consultant shall, if requested, deliver to the Client all completed and partially completed Deliverables up to the date of termination;
(c) the Consultant shall promptly: (i) return or, at the Client's election, irretrievably destroy all of the Client's Confidential Information and Personal Data (including all copies); (ii) revoke or transfer to the Client all access the Consultant (or any substitute or authorised personnel) has to the Client's systems, accounts, credentials, shared drives and communication channels; and (iii) certify in writing that it has done so if the Client requests; and
(d) any licence the Client has under clause 5.1 (Option B) survives termination.
9.5 Survival. Clauses 1 (Definitions), 5 (Intellectual Property), 6 (Confidentiality), 7 (Data Protection), 8 (Limitation of Liability), 9.4 (Consequences of Termination), 9.5 (Survival) and 12 (General Provisions) survive termination.
10. FORCE MAJEURE
10.1 Neither Party is in breach of this agreement, nor liable for delay, to the extent that performance is prevented or delayed by circumstances outside its reasonable control (a 'Force Majeure Event'), including acts of God, natural disaster, pandemic, war, terrorism, civil unrest, government action, strikes (other than by that Party's own workforce), cyber attack on third-party infrastructure, or failure of third-party utility providers.
10.2 The affected Party shall notify the other as soon as reasonably practicable, explaining the nature and likely duration. If the Force Majeure Event continues for more than [force majeure termination trigger in days, e.g. 30] days, either Party may terminate this agreement on 14 days' written notice; the Client shall pay all Fees properly due for Services performed up to the date of termination.
Note: Force majeure is not implied under English law — without an express clause, performance may be excused under the doctrine of frustration only in narrow circumstances, and payment obligations may continue. Always include an express clause for ongoing services.
11. ANTI-BRIBERY, MODERN SLAVERY AND ANTI-FRAUD
11.1 Bribery Act 2010. Each Party shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010. Neither Party shall, in connection with this agreement, offer, give, request or accept any bribe, kickback, facilitation payment or other improper advantage.
Note: Under section 7 of the Bribery Act 2010, a corporate has strict liability for failing to prevent bribery by an 'associated person' (which can include consultants and agents). The only defence is that the corporate had 'adequate procedures' in place. Including this clause does not by itself satisfy the adequate procedures defence — the Client should also have policies, training and due diligence proportionate to risk.
11.2 Modern Slavery Act 2015. Each Party shall comply with the Modern Slavery Act 2015 and shall take reasonable steps to ensure that there is no modern slavery or human trafficking in its operations or supply chains in connection with this agreement.
11.3 Failure to prevent fraud (ECCTA 2023). The Consultant shall not engage in any activity, practice or conduct that would constitute a fraud offence under section 199 of the Economic Crime and Corporate Transparency Act 2023. The Consultant shall promptly notify the Client of any suspected or actual breach and cooperate with any investigation by a relevant authority.
Note: The 'failure to prevent fraud' offence under section 199 ECCTA 2023 came into force on 1 September 2025 (SI 2025/349). It applies to 'large organisations' satisfying at least two of: turnover above £36m, balance sheet above £18m, or more than 250 employees. If the Client meets that threshold, this clause should be supplemented by reasonable prevention procedures — see Home Office guidance.
11.4 Termination. Breach of this clause 11 entitles the other Party to terminate this agreement immediately on written notice.
12. GENERAL PROVISIONS
12.1 Entire agreement. This agreement (including its Schedules) constitutes the entire agreement between the Parties relating to its subject matter and supersedes all previous agreements, representations or understandings between them. Each Party acknowledges that it has not relied on any statement or representation that is not set out in this agreement. Nothing in this clause limits or excludes liability for fraudulent misrepresentation.
Note: Under section 3 of the Misrepresentation Act 1967, a clause excluding liability for misrepresentation is effective only if it satisfies the UCTA 1977 reasonableness test. Liability for fraudulent misrepresentation cannot be excluded at all — the express carve-out at the end of clause 12.1 ensures that limit is preserved.
12.2 Variation. No variation of this agreement is effective unless in writing and signed by both Parties (or their authorised representatives).
12.3 Waiver. A failure or delay by either Party to exercise any right or remedy is not a waiver of that right or remedy.
12.4 Assignment. Neither Party may assign or transfer its rights or obligations under this agreement without the other's prior written consent (such consent not to be unreasonably withheld), save that the Consultant may assign its right to receive payment to a third-party invoice financier on prompt written notice to the Client.
12.5 Severance. If any provision of this agreement is found unlawful, invalid or unenforceable, that provision shall be deemed deleted (or modified to the minimum extent necessary) and the remainder of the agreement shall continue in full force.
12.6 No third-party rights. A person who is not a Party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
12.7 Notices. Any notice under this agreement must be in writing and delivered by hand, by pre-paid first-class post or by email to the addresses in Schedule 1. A notice sent by post is deemed received 2 Business Days after posting; a notice sent by email is deemed received at the time of transmission (or, if outside business hours, at 9.00 am on the next Business Day). This clause does not apply to the service of legal proceedings.
12.8 Counterparts and electronic signature. This agreement may be signed in counterparts, each of which is an original and which together constitute one agreement. Electronic signatures are accepted.
12.9 Governing law and jurisdiction. This agreement (and any non-contractual disputes or claims arising out of or in connection with it) is governed by the law of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
SIGNATURES
Note: The Consultant should retain a fully-signed counterpart. If signing by deed (not required for this agreement, which is a simple contract supported by mutual obligations), additional witnessing formalities apply under section 1 of the Law of Property (Miscellaneous Provisions) Act 1989.
Signed for and on behalf of the Client
Signature:
Name:
Title:
Date:
Signed for and on behalf of the Consultant
Signature:
Name:
Title:
Date:
SCHEDULE 1 — KEY COMMERCIAL TERMS
Note: Complete every field below before signing. If a field is not applicable, write 'N/A'. In the event of conflict between this Schedule 1 and the body of the agreement, the body prevails on legal terms and this Schedule prevails on commercial particulars.
PART A — PARTIES AND CONTACT DETAILS
Client legal name: [client legal name]
Client company number: [client company number]
Client registered office: [client registered office]
Client address for notices: [client notice address]
Client email for notices: [client notice email]
Consultant legal name: [consultant legal name]
Consultant company number (if any): [consultant company number]
Consultant address / principal place of business: [consultant address]
Consultant address for notices: [consultant notice address]
Consultant email for notices: [consultant notice email]
PART B — ENGAGEMENT AND SERVICES
Commencement Date: [commencement date, e.g. 1 may 2026]
Fixed End Date (if any): [fixed end date, e.g. 30 april 2027, or 'n/a']
Description of Services: [description of services, or 'see schedule 2']
Deliverables: [deliverables, e.g. 'see schedule 2', or 'n/a']
Location for performance: [location for performance of services, e.g. 'the consultant's own premises' or 'the client's premises at 1 high street, london' or 'a location of the consultant's choice']
PART C — FEES
Fee structure: [fee structure, e.g. 'daily rate of £750 plus vat' or 'fixed project fee of £20,000 plus vat' or 'monthly retainer of £5,000 plus vat']
Payment terms option chosen at clause 4.1: [payment option chosen — 'option a (monthly in arrears)' or 'option b (milestone payments)']
Invoice payment period: [invoice payment period in days, e.g. 30]
Milestone schedule (Option B only): [milestone schedule, e.g. 'milestone 1: discovery report — £5,000 on 30 june 2026; milestone 2: final delivery — £15,000 on 30 september 2026']
Expense pre-approval threshold: [expense pre-approval threshold]
Consultant VAT registration number: [consultant vat number, or 'n/a']
PART D — IR35 / OFF-PAYROLL
IR35 option chosen at clause 3.3: [ir35 option chosen — 'option a (small client, chapter 8 itepa 2003)' or 'option b (medium or large client, chapter 10 itepa 2003)']
SDS issue date (Option B only): [date status determination statement issued, e.g. 1 may 2026, or 'n/a']
PART E — INTELLECTUAL PROPERTY
IP ownership option chosen at clause 5.1: [ip ownership option chosen — 'option a (assignment to client)' or 'option b (licence to client)']
Licence exclusivity (Option B only): [licence exclusivity — choose 'non-exclusive' or 'exclusive']
Licence territory (Option B only): [licence territory — choose 'within the united kingdom' or 'worldwide']
Sub-licensing right (Option B only): [sub-licensing right — choose 'does' or 'does not']
PART F — INSURANCE AND LIABILITY
Liability cap option chosen at clause 8.3: [liability cap option chosen — 'option a (12 months' fees)' or 'option b (fixed monetary cap)']
Fixed liability cap (Option B only): [fixed liability cap amount in £, e.g. £100,000]
Professional indemnity insurance minimum: [professional indemnity insurance minimum £, e.g. £1,000,000]
Public liability insurance minimum: [public liability insurance minimum £, e.g. £1,000,000]
Post-termination insurance period: [post-termination insurance period in years, e.g. 6]
PART G — DATA PROTECTION (ARTICLE 28 PROCESSING DETAILS)
Note: If the Consultant will not process Personal Data on the Client's behalf, write 'N/A' across this Part. Otherwise, all five fields below are MANDATORY under Article 28(3) UK GDPR. Get this wrong and the Article 28 contract is non-compliant.
Subject matter of processing: [subject matter of processing, e.g. 'processing client customer data for marketing services']
Duration of processing: [duration of processing, e.g. 'duration of the term plus 30 days for deletion']
Nature and purpose of processing: [nature and purpose of processing, e.g. 'sending marketing emails to the client's customer list']
Types of Personal Data: [types of personal data, e.g. 'name, email address, marketing preferences']
Categories of data subjects: [categories of data subjects, e.g. 'client's customers' or 'client's employees']
Approved sub-processors: [approved sub-processors, e.g. 'aws (hosting), sendgrid (email)', or 'none approved at signing']
International transfer mechanism (if any): [international transfer mechanism, e.g. 'uk adequacy decision' or 'uk idta' or 'uk addendum to eu sccs', or 'n/a']
PART H — TERM AND TERMINATION
Termination for convenience option chosen at clause 9.3: [termination for convenience option chosen — 'option a (notice)' or 'option b (fixed term, no convenience exit)']
Convenience termination notice period (Option A only): [convenience termination notice period in days, e.g. 30]
Break fee percentage (Option B only): [break fee as percentage of remaining fees, e.g. 50]
Force majeure termination trigger: [force majeure termination trigger in days, e.g. 30]
Confidentiality survival period: [confidentiality survival period in years, e.g. 3]
SCHEDULE 2 — DESCRIPTION OF SERVICES
Note: Use this Schedule for any Services description that is too detailed to fit comfortably in Part B of Schedule 1. The more specific you are about what is in scope, what is out of scope, and what assumptions the Consultant has made, the less likely a dispute becomes.
SERVICES DESCRIPTION
[detailed description of the services to be provided]
OUT OF SCOPE
[activities expressly excluded from the services, or 'n/a']
TIMESCALES AND KEY MILESTONES
[dates and milestone targets, or 'n/a']
ACCEPTANCE CRITERIA
[objective acceptance criteria for each deliverable, or 'n/a']
ASSUMPTIONS AND CLIENT DEPENDENCIES
[e.g. 'the client will provide access to its crm system within 5 business days of the commencement date']
5.0 out of 5 on Google
Read reviewsAs seen in
England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
Frequently asked questions
A template isn't binding on its own - like any contract, it becomes binding once it's properly completed and signed. Templates in our curated library are professionally drafted for US or UK law; review any template before you sign it.
Yes. Chat with GitLaw to edit any section, or make changes directly in the editor.
Yes, read about team plans here.
Describe what you need in the chat and GitLaw will draft it for you.
Templates in our curated library are professionally drafted for US or UK law. The wider library comes from the GitLaw community and public sources - a solid starting point, but check any template fits your situation before you rely on it.
Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
It depends on the situation. Templates work well for routine business agreements. For anything involving significant money, complex IP, employment, or areas you're unsure about, it's worth getting professional advice before you sign. GitLaw provides templates and tools, not legal advice.
Open any template in GitLaw and describe the change you want in the chat — 'make clause 4 mutual' or 'add a 30-day notice period', for example. GitLaw drafts the revised language and shows it as a suggested edit. You accept, reject, or keep editing from there.
Yes. Upload a Word, PDF, or Markdown file and GitLaw will open it in the editor. You can review, edit, or chat with GitLaw about it the same way you would with any template from the library.
Trusted by thousands of businesses
From template to signed, in one place
Every template opens in an editor with an AI agent alongside it.
Open
Pick a template and open it. Nothing to download, and no credit card to start.
Free to open
Edit with AI
Describe your situation in chat and the agent adapts the wording, clause by clause.
Tracked changes you can review
Send and sign
Share it for negotiation, then collect signatures without leaving GitLaw.
eSign included
Built for your legal work, with practicing lawyers
Trained on 5.5K+ clauses and specialist areas of law. Built with a standards committee of independent lawyers.
As seen in
Start free
No sales calls, no credit card. Just chat with GitLaw.
GitLaw provides templates and tools, not legal advice. Templates are a starting point, not a substitute for advice on your situation - for anything significant, speak to a qualified lawyer.