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.
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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.
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