Independent Contractor Agreement (UK) by OLL
Independent contractor agreement for business services in England and Wales
INDEPENDENT CONTRACTOR AGREEMENT
England and Wales
This Agreement is entered into between:
(1) [client full legal name], a company registered in England and Wales under company number [client company number], whose registered office is at [client registered office address] (the "Client"); and
(2) [contractor full legal name or trading name] ([contractor company number, or the words 'sole trader' if unincorporated]) whose address for service is [contractor address for service] (the "Contractor").
Together, the Client and the Contractor are referred to as the "Parties" and each individually as a "Party".
This Agreement is effective as of [effective date] (the "Effective Date").
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement, the following words and expressions have the meanings given to them below:
"Agreement" means this Independent Contractor Agreement including all Schedules, as amended from time to time in accordance with Clause 13.2.
"Background IPR" has the meaning given in Clause 6.2.
"Business Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales.
"Change Order" means a written amendment to the Services or Deliverables agreed in accordance with Clause 2.4.
"Confidential Information" has the meaning given in Clause 7.1.
"Contractor Personnel" means any employee, officer, subcontractor, or agent engaged by the Contractor to perform any part of the Services.
"Data Protection Legislation" means the UK General Data Protection Regulation (as defined in section 3(10) of the Data Protection Act 2018) ("UK GDPR"), the Data Protection Act 2018, and any subordinate legislation made under them, each as amended or replaced from time to time.
"Deliverables" means the outputs, reports, works, and materials to be produced by the Contractor as specified in Schedule 2 Part B.
"Engagement IPR" has the meaning given in Clause 6.1.
"Fees" means the fees payable by the Client to the Contractor as set out in Schedule 1 Part D and Clause 5.
"Force Majeure Event" has the meaning given in Clause 11.2.
"IR35 Determination" has the meaning given in Clause 4.1.
"Personal Data" has the meaning given in Article 4(1) UK GDPR.
"Relevant Tax Authority" means HM Revenue & Customs.
"Schedule" means a schedule to this Agreement.
"SDS" has the meaning given in Clause 4.2.
"Services" means the services to be provided by the Contractor as described in Schedule 2 Part A.
"Term" has the meaning given in Clause 10.1.
1.2 Interpretation. In this Agreement: (a) headings are for convenience only and do not affect interpretation; (b) references to a statute include all subordinate legislation made under it and any amendment or re-enactment; (c) the singular includes the plural and vice versa; (d) 'includes' and 'including' are without limitation; (e) references to 'writing' include email unless expressly stated otherwise; (f) references to 'Clauses' are to clauses of this Agreement; (g) references to 'Schedules' are to schedules to this Agreement.
2. SERVICES
This is a preview. The full template is free on GitLaw.
5.0 out of 5 on Google
Read reviewsAs seen in
About this template
What is this template?
This is a contract for services between a client and an independent business entity. It is not an employment contract and includes specific 'off-payroll' (IR35) status determination records and UK GDPR Article 28 processor terms. It contains modular options for substitution rights and professional indemnity insurance limits.
When should you use it?
Use this when engaging a self-employed professional in England and Wales where the client must determine the IR35 status of the worker. Use an Employment Agreement instead if the individual is being hired into the company's headcount and management structure.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 3.1 | Independent contractor | Confirms the Contractor is an independent entity and not an employee, worker, agent, or partner of the Client. |
| 3.4 | Substitution | Provides an optional right for the Contractor to appoint a qualified substitute subject to prior written Client consent. |
| 4 | Off-payroll working — IR35 | Requires the Client to issue a Status Determination Statement (SDS) if they do not qualify as a small company under Companies Act 2006. |
| 5.7 | Late payment | Entitles the Contractor to interest at 8 per cent per annum above the official dealing rate under the Late Payment of Commercial Debts (Interest) Act 1998. |
| 6.1 | Ownership of Engagement IPR | Assigns all Intellectual Property Rights in Deliverables to the Client with full title guarantee under the default Option A. |
| 7.3 | Protected disclosures | Voids any restriction that prevents a Party from making a qualifying disclosure under the Employment Rights Act 1996 Part IVA. |
| 8.3 | Processor obligations | Mandates 48-hour breach notification and compliance with Article 28 UK GDPR requirements if the Contractor acts as a data processor. |
| 9.3 | Aggregate liability cap | Limits total liability to the Fees paid in the preceding 12 months or a fixed amount, excluding fraud and personal injury. |
| 10.4 | Termination for convenience | Permits termination by giving a specified number of Business Days' notice, provided as either a mutual or client-only right. |
| 13.7 | Governing law and jurisdiction | Subjects the agreement and any non-contractual disputes to the exclusive jurisdiction and laws of England and Wales. |
Who it's for
- a UK company engaging a consultant via a personal service company requiring IR35 compliance
- an independent professional providing bespoke deliverables in England or Wales
- a business requiring a GDPR-compliant processor agreement for third-party services
- situations where a contractor needs an unfettered right of substitution to avoid worker status
How long it runs and how it's signed
Law it's drafted under
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 5,000+ 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 5,500+ clauses and specialist areas of law. Built with a standards committee of independent lawyers.
As seen in
Ready to get started?
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.