Professional Services Agreement (B2B) by OLL (UK)
Professional services agreement for UK business-to-business engagements with IR35 and GDPR compliance. Created and vetted by legal professionals, this forms part of Open Legal Library's bank of trusted legal templates
PROFESSIONAL SERVICES AGREEMENT
Note: B2B use only: this Agreement is designed for use between two business parties — a company or other business engaging a service provider that is itself in business on its own account (a limited company, sole trader, freelancer, consultant, or agency). It is not suitable where the Client is a consumer (an individual acting wholly or mainly outside their trade, business, craft or profession). If either party is a consumer, the Consumer Rights Act 2015 applies — unfair terms are not binding on consumers, and the liability and limitation analysis used in this Agreement (which assumes UCTA 1977 applies) is not valid. Use a consumer-facing template instead.
PARTIES
(1) [client full legal name], a company incorporated and registered in England and Wales with company number [client company number], whose registered office is at [client registered address] (the "Client"); and
(2) [supplier full legal name], [supplier company number or delete if sole trader], whose registered office or principal place of business is at [supplier address] (the "Supplier"),
each a "Party" and together the "Parties".
Note: Supplier entity type: if the Supplier is a sole trader rather than a limited company, replace the Supplier Company Number placeholder with 'a sole trader trading as [trading name]'. Where the Supplier is a personal service company (PSC) or other intermediary supplying the personal services of an individual, IR35 / off-payroll working may apply — see Clause 4.
BACKGROUND
The Client wishes to engage the Supplier to provide certain services on the terms set out in this Agreement, and the Supplier wishes to accept that engagement on those terms.
AGREED TERMS
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following words have the following meanings:
1.2 "Applicable Data Protection Laws" means all laws applicable to the processing of personal data and the privacy of individuals, including the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426), together with guidance issued by the Information Commissioner from time to time.
1.3 "Background IPR" has the meaning given in Clause 5.3.
1.4 "Business Day" means a day, other than a Saturday, Sunday, or public holiday in England and Wales, when banks in London are open for business.
1.5 "Confidential Information" means all information (however recorded or preserved) that one Party (the disclosing Party) discloses or makes available to the other Party (the receiving Party) in connection with this Agreement and which is either designated as confidential or which a reasonable business person would regard as confidential. It includes the terms of this Agreement and any information of a confidential nature relating to the business, operations, customers, suppliers, plans, processes, products, trade secrets, or know-how of the disclosing Party. The exclusions in Clause 6.2 apply.
1.6 "Deliverables" means all documents, reports, software, code, designs, materials, and other outputs produced by the Supplier in performing the Services, as described in Schedule 2.
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 document is a B2B contract for professional services and is NOT suitable for consumer-facing engagements. It contains specific UK tax law provisions including IR35 status determination statements and small-company threshold tests for off-payroll working.
When should you use it?
Use this when engaging an independent contractor or consultancy firm for professional outputs in the UK. Use a consumer-facing service template instead if the client is an individual acting outside their trade.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | DEFINITIONS AND INTERPRETATION | Defines Applicable Data Protection Laws to include the UK GDPR and the Data Protection Act 2018. |
| 2 | SERVICES AND SCOPE | Requires the Supplier to provide Services with reasonable skill and care in accordance with good industry practice. |
| 3 | FEES AND PAYMENT | Permits a 30-day payment period and provides options for fixed project fees or time and materials rates. |
| 4 | STATUS OF SUPPLIER — INDEPENDENT CONTRACTOR AND IR35 | Addresses off-payroll working risk under Chapters 8 and 10 of the Income Tax (Earnings and Pensions) Act 2003. |
| 5 | INTELLECTUAL PROPERTY | Offers a choice between full IP assignment to the Client or a non-exclusive licence retained by the Supplier. |
| 6 | CONFIDENTIALITY | Protects information for a period of [term] years post-termination, with an indefinite survival period for trade secrets. |
| 7 | DATA PROTECTION | Includes mandatory Article 28(3) processor terms if the Supplier handles Personal Data on behalf of the Client. |
| 8 | LIMITATION OF LIABILITY | Limits aggregate liability to the total Fees paid in the [number] months preceding a claim, subject to UCTA 1977. |
| 9 | TERM AND TERMINATION | Allows for a fixed term or a rolling engagement terminable on [notice period] written notice. |
| 10 | FORCE MAJEURE | Suspends performance for events outside a Party's control, permitting termination if the event continues for [number] days. |
| 11 | ANTI-BRIBERY AND MODERN SLAVERY | Requires compliance with the Bribery Act 2010 and the Modern Slavery Act 2015. |
| 12.9 | GOVERNING LAW AND JURISDICTION | Subjects the agreement to the law of England and Wales and the exclusive jurisdiction of its courts. |
Who it's for
- a UK company engaging an independent consultant through a personal service company
- a freelancer providing professional services to a medium or large business under IR35
- a service provider requiring a written assignment of intellectual property for bespoke deliverables
- a business-to-business engagement where the Client is not a consumer
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.