Services Agreement (UK)

OLOpen Legal LibraryUpdated 28 Apr 2026

Professional services agreement for UK business-to-business engagements with IR35 and GDPR compliance

Other names:Services ContractMaster Services AgreementMSA

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.

Note: Drafting basis: this Agreement consolidates the structural framework of the Practical Law (pro-customer) services-agreement precedent with an SME / startup framing. Practical Law's enterprise-only modules (Customer Affiliates, Mandatory Policies infrastructure, formal Audit rights, Key Personnel and removal procedures, milestone liquidated damages, Termination Assistance Period, multi-tier dispute escalation, TUPE Schedule, formal Change Control Note procedure) have been omitted as disproportionate for SME use. The IR35 / contractor-status clause does not appear in the Practical Law precedent — it is added here because UK SME engagements with freelancers, consultants, and personal service companies routinely raise off-payroll-working risk. Where Practical Law and this template differ on a legal position, helpText below flags the divergence.

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.

1.7 "Effective Date" means the date set out in Schedule 1, Part A.

1.8 "Fees" means the fees payable to the Supplier as set out in Schedule 1, Part B, and Clause 3.

1.9 "Force Majeure Event" has the meaning given in Clause 10.2.

1.10 "Intellectual Property Rights" or "IPR" means all patents, copyright and related rights, moral rights, trade marks, trade names, domain names, rights in designs, database rights, rights in confidential information (including know-how and trade secrets), and all other intellectual property rights of any kind, whether registered or unregistered, and including all applications and rights to apply for and be granted such rights, anywhere in the world.

1.11 "Personal Data" has the meaning given to it in the UK General Data Protection Regulation ("UK GDPR") as retained in UK law by the European Union (Withdrawal) Act 2018, and the Data Protection Act 2018 ("DPA 2018").

1.12 "Services" means the services described in Schedule 2, as the Parties may agree to amend in writing from time to time.

1.13 "Term" has the meaning given in Clause 9.1.

1.14 "VAT" means UK value added tax chargeable under the Value Added Tax Act 1994 or any equivalent successor tax.

1.15 In this Agreement, unless the context requires otherwise:

1.15.1 (a) a reference to a statute or statutory provision includes any subordinate legislation made under it and any subsequent amendment or re-enactment;

1.15.2 (b) clause and schedule headings are for ease of reference only and shall not affect interpretation;

1.15.3 (c) "including", "in particular", and similar expressions are illustrative and shall not limit the words preceding them;

1.15.4 (d) a reference to "writing" or "written" includes email unless the context requires otherwise; and

1.15.5 (e) a reference to "days" means calendar days unless "Business Days" is specified.

2. SERVICES AND SCOPE

2.1 Provision of Services: the Supplier shall provide the Services to the Client during the Term in accordance with this Agreement and the description set out in Schedule 2.

2.2 Performance standard: the Supplier shall provide the Services with reasonable skill and care, in accordance with good industry practice for the relevant type of service, and in accordance with any specification, standards, or requirements set out in Schedule 2.

2.3 Cooperation and instructions: the Supplier shall: (a) keep the Client's nominated contact (identified in Schedule 1, Part B) reasonably informed of progress; (b) promptly notify the Client of any actual or likely delay or issue that may affect delivery of the Services or the quality of the Deliverables; and (c) comply with any reasonable instructions given by the Client's nominated contact in connection with the Services, provided that such instructions do not amount to day-to-day direction of how the Supplier performs the work.

Note: Clause 2.3(c) is deliberately worded to permit the Client to give reasonable instructions about what is required without amounting to employee-style supervision over how the work is done. Specifying outcomes and deadlines is fine; specifying which hours the Supplier must work or how each task must be performed increases IR35 and worker-status risk (see Clause 4). The Practical Law precedent states this more strongly as a duty to comply with the customer's reasonable instructions; this template softens it to support outside-IR35 status.

2.4 Working location and hours: unless expressly stated otherwise in Schedule 2, the Supplier is not required to work at the Client's premises or to work during fixed hours. The Supplier shall determine its own working pattern, subject to meeting agreed deadlines and being available for reasonable communications during normal business hours.

2.5 Client dependencies: the Client shall provide the Supplier with reasonable cooperation, access, information, and approvals as set out in Schedule 2 or as the Supplier reasonably requires to perform the Services. If the Client fails to do so, any timetable for delivery may be extended by the period of delay caused, and the Supplier shall not be liable for any failure to perform to the extent caused by such delay.

2.6 Change control: if the Client requests services or deliverables outside the scope of Schedule 2, the Parties shall agree the additional scope, deliverables, and fees in writing before the Supplier begins performing them. No change to the Services or Fees is binding unless recorded in a written change order signed by both Parties.

Note: The Practical Law precedent uses a formal Change Control Note procedure (mandatory written content, rejection grounds limited to illegality or technical impossibility, escalation to dispute resolution). For SME engagements this template uses the lighter-touch written change order in Clause 2.6. If the engagement is high-value or scope is likely to evolve materially, consider adopting a fuller change-control process.

Note: Use either Option A or Option B for Clause 2.7 (time of the essence).

Note: Use Option A only where strict delivery deadlines are genuinely critical — for example, event-based deliverables where missing a deadline makes performance worthless. If you choose 'time is of the essence', a failure to meet a deadline entitles the other Party to treat the Agreement as terminated immediately, without any opportunity to remedy the breach. Use Option B for most engagements.

2.7 Time — choose one option and delete the other:

Option A: Time is of the essence in relation to delivery of the Services and Deliverables.

Option B: Time is not of the essence in relation to delivery of the Services and Deliverables, but the Supplier shall use reasonable endeavours to meet any agreed timetable.

3. FEES AND PAYMENT

Note: Use either Option A or Option B for Clause 3.1 (fee structure).

Note: Use Option A for a clearly defined project with a specific, measurable output (fixed project fee). The risk for the Supplier is that cost overruns are absorbed by them — protect against this with a precise scope in Schedule 2 and the change-control mechanism in Clause 2.6. Use Option B for ongoing, evolving, or uncertain-scope engagements (time and materials). The risk for the Client is cost escalation — consider including a monthly or total spend cap.

3.1 Fee structure — choose one option and delete the other:

Option A. Fixed Project Fee: the Client shall pay the Supplier a fixed fee of [fixed fee amount e.g. £10,000] for the completion of [project or deliverable description for fixed fee]. The Fee is payable as set out in [fixed fee payment trigger e.g. on completion].

Option B. Time and Materials: the Client shall pay the Supplier at the rate of [day rate or hourly rate e.g. £600] per [day or hour]. The Supplier shall submit time records on a [weekly or monthly time records frequency] basis. The Parties agree a maximum spend of [maximum spend cap and period e.g. £25,000 in total] without the Client's prior written approval.

3.2 Invoicing and payment: unless otherwise stated in Schedule 1, the Supplier shall submit invoices [invoicing frequency e.g. monthly in arrears], and the Client shall pay each valid invoice within [payment period in days e.g. 30] days of receipt to a bank account nominated in writing by the Supplier.

Note: 30 days is the standard payment period in UK B2B commercial practice and also the statutory default under the Late Payment of Commercial Debts (Interest) Act 1998. 14 days is common for smaller or freelance engagements. Payment terms exceeding 60 days in B2B contracts must not be 'grossly unfair' to the creditor under the Late Payment of Commercial Debts Regulations 2013. Market-standard language: 'within [30] days of receipt of a valid invoice'.

3.3 VAT: all Fees are stated [vat treatment exclusive or inclusive] of VAT. Where VAT is chargeable, the Client shall pay the applicable VAT in addition to the Fees on receipt of a valid VAT invoice.

Note: Use either Option A or Option B for Clause 3.4 (late payment interest). This template flags the divergence between the two reference documents on this point.

Note: Practical Law precedent uses a contractual interest rate of 4 percentage points above the Bank of England base rate from time to time (with a 4 per cent floor when the base rate is below zero). This is lower than the statutory rate. For the contractual rate to displace the statutory entitlement under the Late Payment of Commercial Debts (Interest) Act 1998, it must amount to a 'substantial remedy' under section 8 of the 1998 Act read with section 9 — a contractual rate materially below the statutory rate may not satisfy this test, in which case the statutory rate may still apply. Option A (statutory) is the safer default for SME suppliers and reproduces the rate fixed by SI 2002/1675; Option B (contractual) follows the Practical Law approach.

3.4 Late payment interest — choose one option and delete the other:

Option A. Statutory Rate (Late Payment Act 1998): if the Client fails to pay any undisputed amount by the due date, the Supplier may charge interest on the overdue amount at a rate of 8 percentage points per annum above the official dealing rate (being the Bank of England repo rate as set on the preceding 30 June or 31 December, in accordance with SI 2002/1675), calculated daily from the day after the payment due date, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. The Supplier is also entitled to claim the fixed compensation amounts and reasonable recovery costs under section 5A of that Act.

Option B. Contractual Rate (Practical Law formulation): if the Client fails to pay any undisputed amount by the due date, the Supplier may charge interest on the overdue amount at [late payment margin in percentage points e.g. 4] percentage points per annum above the Bank of England base rate from time to time, calculated daily from the day after the payment due date until the date of actual payment, save that the rate shall be [late payment floor rate in per cent e.g. 4] per cent per annum for any period when the Bank of England base rate is below zero. The Parties intend this rate to amount to a substantial contractual remedy for late payment for the purposes of section 8 of the Late Payment of Commercial Debts (Interest) Act 1998.

3.5 Disputed invoices: the Client may not withhold or set off any amount due to the Supplier unless: (a) the Client has notified the Supplier in writing of a bona fide dispute before the relevant payment due date; and (b) any withholding is limited to the amount genuinely in dispute. The Client shall pay the undisputed balance of any invoice by the due date.

3.6 Expenses: the Client shall reimburse the Supplier for reasonable, pre-approved expenses properly incurred in performing the Services, provided the Supplier submits receipts or other evidence within [expense claim period in days e.g. 30] days of incurring the expense. The Client's prior written approval is required for any single expense exceeding [single expense approval threshold e.g. £500] or aggregate monthly expenses exceeding [monthly aggregate expense threshold e.g. £1,000].

4. STATUS OF SUPPLIER — INDEPENDENT CONTRACTOR AND IR35

Note: Clause 4 (Status of Supplier — IR35) does not appear in the Practical Law (pro-customer) precedent. It is added here because UK SME engagements with freelancers, consultants, and personal service companies routinely raise off-payroll-working risk under Chapters 8 and 10 of the Income Tax (Earnings and Pensions) Act 2003. If both Parties are clearly large corporates contracting at arm's length and there is no individual personal service through an intermediary, this Clause 4 may be omitted in part — but Clauses 4.1 to 4.4 (independent contractor status, tax responsibility, no employee benefits, insurance) remain useful.

4.1 Independent contractor: the Supplier is engaged as an independent contractor and not as an employee, worker, or agent of the Client. Nothing in this Agreement creates a relationship of employment, partnership, or agency between the Parties.

4.2 Tax and National Insurance: the Supplier is solely responsible for: (a) paying its own income tax and National Insurance contributions (or corporation tax and dividends, as applicable if the Supplier operates through a company); (b) registering for and accounting for VAT if required to do so; and (c) maintaining its own insurances as required by Clause 4.4. The Parties acknowledge that the off-payroll working rules in Clauses 4.6 to 4.10 may modify these obligations where applicable.

4.3 No employee benefits: the Supplier is not entitled to any benefits the Client provides to its employees, including holiday pay, sick pay, pension contributions, or redundancy payments.

4.4 Insurance: the Supplier shall, throughout the Term and at its own cost, maintain: (a) professional indemnity insurance with a reputable insurer for not less than [minimum professional indemnity cover e.g. £2,000,000] per claim or per annum; and (b) public liability insurance with a reputable insurer for not less than [minimum public liability cover e.g. £2,000,000] per claim or per annum. The Supplier shall provide copies of insurance certificates to the Client on request.

Note: Common minimum professional indemnity levels for professional services in the UK are £1 million to £5 million per claim depending on the risk profile. Higher limits are standard for financial, legal, or technology services. Public liability cover of £2 million to £5 million is typical. Discuss appropriate levels with your insurance broker; do not require insurance levels the Supplier cannot realistically obtain.

Note: Use either Option A or Option B for Clause 4.5 (substitution right).

Note: Use Option A if you want the strongest outside-IR35 indicator. A genuine right of substitution — meaning the Supplier can actually send someone else and the Client cannot unreasonably refuse — is one of the most powerful factors supporting independent contractor status. The right must be real: if the Client would in practice always refuse a substitute, HMRC is unlikely to accept it. Use Option B only where personal service is genuinely essential — for example, a named individual engaged for their specific expertise, creative style, or professional relationships. Requiring personal service is the single strongest indicator of employment or worker status for IR35 purposes. Option B significantly increases IR35 risk and should only be chosen with care and proper tax advice.

4.5 Substitution — choose one option and delete the other:

Option A. Right of Substitution: the Supplier may provide a suitably qualified substitute to perform all or part of the Services, subject to the Client's prior written approval (not to be unreasonably withheld or delayed). The Supplier shall remain responsible for: (i) paying the substitute; and (ii) ensuring the substitute complies with obligations equivalent to those imposed on the Supplier under Clauses 5, 6, and 7 of this Agreement.

Option B. Personal Performance Required: the Services shall be performed personally by [name of individual required to perform services], and the Supplier may not sub-contract or provide a substitute without the Client's prior written consent.

Note: IR35 / off-payroll working rules overview: 'IR35' is the informal name for the off-payroll working rules in Chapters 8 and 10 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003). These rules exist to ensure that individuals who would, in substance, be employees if engaged directly pay broadly the same tax as employees, even if they provide services through an intermediary (such as a personal service company). The three primary factors HMRC and courts consider are: (i) substitution — can the Supplier send someone else?; (ii) control — does the Client dictate how, where, and when the work is done?; (iii) mutuality of obligation — is there an ongoing obligation to offer and accept work? Written contracts matter, but HMRC will look at the reality of the working arrangement if the contract and day-to-day practice diverge.

4.6 IR35 — small client (Chapter 8 ITEPA 2003): if the Client qualifies as a 'small' company for the relevant tax year — broadly, satisfying at least two of: (a) annual turnover not more than £15 million; (b) balance sheet total not more than £7.5 million; (c) not more than 50 employees — the off-payroll working rules in Chapter 10 ITEPA 2003 do not apply, and IR35 responsibility rests with the Supplier's intermediary (if any) under Chapter 8. Where the Client is a subsidiary, the small-company test is applied at group level under the Companies Act 2006 small companies regime.

Note: These small-company thresholds apply from 6 April 2026 — they were updated by amendments to ITEPA 2003 s.60A and the Companies Act 2006 small companies regime. Verify annually before relying on them. Where the Client is a subsidiary, always confirm the ultimate parent group's size before concluding that Chapter 10 does not apply: a subsidiary that appears small on a standalone basis may be part of a medium or large group, in which case Chapter 10 applies regardless of the subsidiary's own size. A subsidiary of a PE-backed or listed parent is commonly not 'small' for off-payroll purposes.

4.7 IR35 — medium or large client and public authorities (Chapter 10 ITEPA 2003): if the Client does not qualify as 'small' under Clause 4.6, or is a public authority, Chapter 10 ITEPA 2003 applies and the Client shall: (a) determine whether the off-payroll working rules apply to this engagement, taking reasonable care; (b) issue a Status Determination Statement as defined in ITEPA 2003 s.61NA, setting out the determination and reasons, to the Supplier and to the party the Client contracts with in any supply chain, before the Services commence; (c) establish and operate a client-led status disagreement process in accordance with ITEPA 2003 s.61T, including responding to any disagreement within the statutory deadline; and (d) if the determination is 'inside Chapter 10', ensure the fee-payer in the chain operates PAYE income tax and National Insurance deductions on payments to the Supplier.

Note: The client-led status disagreement process under ITEPA 2003 s.61T is a statutory requirement that is commonly omitted from contracts. The Client must respond to a disagreement within 45 days and give reasons. Failure to respond results in the Client being treated as the fee-payer responsible for PAYE/NIC for the period of non-compliance. This is a [blocker] requirement under the UK Service Engagement Agreement Playbook — it must remain in any agreement where Chapter 10 applies. Consider using HMRC's Check Employment Status for Tax (CEST) tool as an initial guide, but take legal or tax advice if the position is unclear or high-value.

4.8 PAYE/NIC withholding: if an 'inside Chapter 10' determination is made under Clause 4.7, any obligation in this Agreement to pay the Fees gross is modified to the extent required to permit the fee-payer to make lawful deductions of income tax and National Insurance contributions. A deduction made in compliance with ITEPA 2003 Chapter 10 shall not constitute a breach of this Agreement.

4.9 Material change notification: each Party shall promptly notify the other if the working practices, degree of control, substitution arrangements, or exclusivity applicable to this engagement change materially, so that the employment status assessment may be reconsidered and, where Chapter 10 applies, a revised Status Determination Statement issued.

4.10 No warranty as to status: neither Party warrants that this engagement is or will remain outside the off-payroll working rules. Each Party is responsible for obtaining its own independent tax and legal advice on its obligations.

5. INTELLECTUAL PROPERTY

Note: IP ownership — critical decision: under section 11(1) of the Copyright, Designs and Patents Act 1988 (CDPA 1988), the author of a copyright work is the first owner of copyright in it. Unlike the position for employees (where work-related copyright vests automatically in the employer under s.11(2) CDPA 1988), an independent contractor or consultant who creates a report, website, design, software, or any other copyright work will own that copyright by default — unless there is a clear written assignment. Without this Clause, the Client may have only an implied licence to use the Deliverables for the purpose for which they were commissioned. If the relationship breaks down, the Supplier could assert their copyright to restrict the Client's use of work already paid for. Choose Option A (full assignment) for bespoke deliverables where the Client needs outright ownership. Choose Option B (licence only) where the Supplier provides services based on proprietary methodologies or tools used across multiple clients.

Note: Use either Option A or Option B for Clause 5.1.

Note: Use Option A where the Client commissions bespoke output — website, software, brand materials, reports, product designs — and needs to own it fully. Ownership is essential if the Client intends to protect the work (e.g. patent, registered design, trade mark), raise investment, or prevent the Supplier from reusing the same work for a competitor. Use Option B where the Supplier provides services based on proprietary methodologies or tools used across multiple clients. The risk for the Client under Option B is that if the relationship ends, the Client cannot adapt or build on the Deliverables without the Supplier's agreement.

5.1 IP ownership — choose one option and delete the other:

Option A. Full Assignment to Client: the Supplier hereby assigns to the Client, with full title guarantee, by way of present and future assignment, all Intellectual Property Rights in and to the Deliverables created under this Agreement, with effect from the moment of creation. This assignment is worldwide and covers all present and future IPR for the full duration of those rights. The Supplier shall, at the Client's reasonable cost and request, promptly execute all further documents and take all steps reasonably required to perfect or record this assignment.

Option B. Licence Only (Supplier Retains Ownership): the Supplier retains ownership of all Intellectual Property Rights in the Deliverables. The Supplier grants the Client an irrevocable, non-exclusive, royalty-free, worldwide licence to use the Deliverables for the Client's internal business purposes for so long as the Client requires. The Client may not sub-licence, transfer, or resell the Deliverables, or use them to create derivative works, without the Supplier's prior written consent.

Note: Under CDPA 1988 s.90(3), an assignment of copyright is not effective unless it is in writing signed by or on behalf of the assignor. A verbal agreement, or a contract that states 'the Client owns all IP' without proper execution formalities, may be legally ineffective. Ensure the Agreement is properly signed by or on behalf of the Supplier. For works not yet created at the date of signing, the assignment is equitable only until each work is created (CDPA 1988 s.91) — for high-value IP, consider a confirmatory assignment on delivery.

5.2 Pre-existing rights and third-party materials: the Supplier shall not incorporate any pre-existing materials, third-party materials, or open-source software into the Deliverables without first disclosing this to the Client and (where the Client requires) obtaining the Client's written approval. The Supplier shall comply with the terms of any licence applicable to such materials.

5.3 Background IPR: each Party retains ownership of its own Intellectual Property Rights existing before the Effective Date or created independently of this Agreement ("Background IPR"). Each Party grants the other a non-exclusive, royalty-free licence to use its Background IPR to the extent reasonably necessary for the performance or receipt of the Services during the Term. No other rights in Background IPR are granted.

5.4 Background IPR licence where Option A applies: any Background IPR incorporated by the Supplier into the Deliverables remains owned by the Supplier, but the Supplier grants the Client a non-exclusive, perpetual, irrevocable, royalty-free licence (with the right to sub-license to the Client's group companies and successors in title) to use that Background IPR to the extent necessary to use and exploit the Deliverables as intended.

5.5 Supplier warranties: the Supplier warrants that, to the best of its knowledge and belief: (a) the Deliverables are its own original work and do not infringe any third party's Intellectual Property Rights; and (b) it has full right and authority to make the assignment (Option A) or grant the licence (Option B) provided in this Clause 5.

Note: AI-assisted Deliverables: if the Supplier uses AI tools (large language models, image generators, code generation tools, or similar systems) to produce Deliverables, three points in UK law are relevant. First, CDPA 1988 s.9(3) provides that for a 'computer-generated work' — defined in s.178 as one generated in circumstances such that there is no human author of the work — the author is taken to be the person by whom the arrangements necessary for the creation of the work are undertaken. The UK is unusual in having this express statutory rule (many jurisdictions, including the US, take a stricter line and may deny copyright entirely where there is no human author). In practice this typically means the Supplier (or whoever operates the AI tool) qualifies as the author and may assign copyright accordingly, even where output lacks the originality threshold required for a human-authored work. Second, the duration of copyright in computer-generated works is shortened to 50 years from creation (CDPA 1988 s.12(7)), and moral rights do not subsist in computer-generated works (s.79(2)(c) and s.81(2)) — so the moral-rights waiver in Clause 5.6 has no application to such works. Third, AI tool providers may retain licence claims over outputs under their terms of service — the Supplier should warrant that any AI tool terms applicable to the Deliverables permit the assignment in Clause 5 and the Client's intended use. The UK government has signalled possible reform of s.9(3) in future legislation; the position may change. Consider requiring the Supplier to disclose material AI tool use and to confirm compliance with applicable AI tool terms.

5.6 Moral rights waiver: each individual author of any Deliverable waives, to the fullest extent permitted by law, all moral rights in the Deliverables (within the meaning of Chapter IV of the CDPA 1988) in favour of the Client and its successors and assignees. Where the Supplier is a company, the Supplier shall procure that each individual author signs an equivalent waiver on request.

Note: Moral rights under CDPA 1988 include the right to be identified as author (s.77 — note this right does not arise automatically and must be asserted) and the right to object to derogatory treatment (s.80). Moral rights cannot be assigned, only waived in writing under s.87 CDPA. Where the Supplier is a company, moral rights vest in the individual authors — the waiver must be obtained from those individuals, not the company. Note that moral rights do not subsist in computer-generated works (s.79(2)(c), s.81(2)) — see the AI-assisted Deliverables note above. The Practical Law precedent (clause 10.10) takes the same position.

6. CONFIDENTIALITY

6.1 Obligations: each Party agrees to: (a) keep the other Party's Confidential Information strictly confidential and not disclose it to any third party without the disclosing Party's prior written consent; (b) use the other Party's Confidential Information only for the purpose of performing or receiving the Services under this Agreement; and (c) where disclosure to employees, contractors, or professional advisers is necessary for the performance of this Agreement, ensure those persons are subject to confidentiality obligations at least as protective as those in this Clause 6.

6.2 Exclusions: the obligations in Clause 6.1 do not apply to information that: (a) is or becomes generally available to the public other than as a result of the receiving Party's breach of this Agreement; (b) was lawfully known to the receiving Party on a non-confidential basis before disclosure by the disclosing Party; (c) is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party's knowledge, is not bound by a confidentiality obligation to the disclosing Party or otherwise prohibited from disclosing the information; (d) is independently developed by or for the receiving Party without reference to or use of the disclosing Party's Confidential Information; or (e) the Parties agree in writing is not confidential or may be disclosed.

Note: These exclusions are drawn from the Practical Law (pro-customer) precedent (clause 1.1, definition of Confidential Information) and reflect the standard market formulation. Limb (d), independent development, is included because both reference documents treat it as a distinct exclusion.

6.3 Required disclosures: nothing in this Clause 6 prevents disclosure required by law, regulation, or order of a court or regulatory authority of competent jurisdiction. The receiving Party shall, to the extent permitted by law, give the disclosing Party as much prior written notice as reasonably practicable and co-operate with any steps the disclosing Party wishes to take to protect the information.

6.4 Protected disclosures: nothing in this Agreement prevents either Party from: (a) reporting a suspected criminal offence to law enforcement; (b) making disclosures to or co-operating with HMRC, any regulator, or any ombudsman; (c) complying with any court or tribunal order; (d) making any tax-related disclosure to HMRC; (e) making disclosures to their own professional advisers under a duty of confidence; or (f) making any other disclosure required by law. Any disclosure within the scope of this Clause 6.4 does not constitute a breach of this Agreement.

Note: This protected-disclosure carve-out is a [blocker] requirement where the Supplier may qualify as a 'worker' under ERA 1996 s.230(3)(b). A confidentiality clause that purports to prevent a worker from making a protected disclosure (whistleblowing) is void to that extent under ERA 1996 s.43J. This Clause covers the broader categories of lawful disclosure recommended in practice — including HMRC disclosures, regulatory co-operation, and disclosures to professional advisers. Do not remove or narrow this Clause.

6.5 AI and machine learning: the Supplier shall not process the Client's Confidential Information using any machine-learning or artificial intelligence model unless: (a) the Client has given prior written consent; and (b) the model is not, and will not be, trained on the Client's Confidential Information or made available to or accessible by any person other than the Supplier and its authorised personnel.

Note: This clause is adapted from clause 14.4 of the Practical Law precedent. It addresses a real risk: many widely available AI tools (consumer ChatGPT, public API endpoints without zero-retention contracts, AI-enabled SaaS with default opt-out training) may train on, retain, or expose user inputs. If the Supplier uses AI tools as part of the engagement, agree the Client's position before signing — either approve specific tools, or require enterprise-tier or zero-retention configurations.

6.6 Survival: the obligations in this Clause 6 shall survive the expiry or termination of this Agreement for a period of [post-termination confidentiality period e.g. 3 years], or indefinitely in respect of information that constitutes a trade secret within the meaning of the Trade Secrets (Enforcement, etc.) Regulations 2018.

Note: Two to three years post-termination is standard for commercial services agreements; three to five years for highly sensitive technical, financial, or strategic information. The Practical Law precedent (clause 14.5) offers options ranging from indefinite, to a 5-year period, to indefinite for specified categories with a 5-year period for the rest. Any post-termination restriction must go no further than reasonably necessary to protect the legitimate interest. The indefinite carve-out for trade secrets is supported by the Trade Secrets (Enforcement, etc.) Regulations 2018.

6.7 Return on termination: on the expiry or termination of this Agreement (for whatever reason), or earlier on the Client's written request, the Supplier shall promptly: (a) return to the Client, or (at the Client's election) irretrievably destroy, all Confidential Information of the Client (including all copies in whatever format); (b) revoke or transfer all access the Supplier (and any substitute or authorised personnel) has to Client systems, accounts, credentials, shared drives, repositories, and communication channels; and (c) certify in writing that it has done so, if the Client requests.

7. DATA PROTECTION

7.1 Compliance: each Party shall comply with all Applicable Data Protection Laws in its processing of Personal Data under or in connection with this Agreement. This Clause 7 is in addition to, and does not relieve, remove, or replace, a Party's obligations or rights under Applicable Data Protection Laws.

Note: Use either Option A or Option B for Clause 7.2.

Note: Use Option A if the Supplier will not process any Personal Data on the Client's behalf — for example, purely advisory services that do not involve accessing client data systems or personal information. Use Option B if the Supplier will process Personal Data as part of the Services — for example, a marketing consultant accessing the Client's CRM, an IT contractor with access to email systems, a bookkeeper handling payroll data, or any other engagement where the Supplier accesses information that can identify living individuals. If in doubt, use Option B. UK GDPR Article 28 requires a written controller-processor contract covering specific mandatory terms — failing to have this in place is itself a breach of UK GDPR.

7.2 Processing arrangement — choose one option and delete the other:

Option A. No Processing of Client Personal Data: the Supplier confirms that it will not process any Personal Data on behalf of the Client in the course of providing the Services. If this position changes, the Parties shall agree Option B terms before any such processing begins.

Option B. Supplier Processes Personal Data as Processor: to the extent that the Supplier processes Personal Data on behalf of the Client in the course of providing the Services, the Client is the data controller and the Supplier is the data processor for the purposes of the UK GDPR. The processing details required by UK GDPR Article 28(3) are set out in Schedule 1, Part D. The Supplier shall, as data processor: (a) process Personal Data only on the documented instructions of the Client, unless required to do so by applicable law (in which case the Supplier shall notify the Client before processing, unless that law prohibits notification); (b) ensure that all persons authorised by the Supplier to process Personal Data are bound by appropriate confidentiality obligations; (c) implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction, or damage, in accordance with UK GDPR Article 32; (d) not engage any sub-processor to process Personal Data on the Client's behalf without the Client's prior written consent; (e) promptly assist the Client in responding to requests from data subjects exercising rights under Chapter III of the UK GDPR (including rights of access, rectification, erasure, and portability); (f) assist the Client with its obligations under Articles 32 to 36 of the UK GDPR (security, breach notification, data protection impact assessments, and prior consultation with the ICO), including notifying the Client without undue delay (and in any event within 48 hours) on becoming aware of any Personal Data breach involving the Client's Personal Data; (g) on expiry or termination of this Agreement, at the Client's election, delete or return all Personal Data processed on the Client's behalf, and delete all existing copies, except to the extent retention is required by applicable law; and (h) make available to the Client all information necessary to demonstrate compliance with this Clause 7, and allow for and contribute to audits and inspections conducted by the Client or a mandated auditor.

Note: UK GDPR Article 28(3) requires all eight obligation items (a) to (h) in Clause 7.2 Option B above. Item (h) — the right of audit by the controller or a mandated auditor — is the most commonly missed. The 48-hour breach notification commitment within item (f) is a contractual addition to the statutory assistance obligation under Article 28(3)(f) — Practical Law (clause 13.7(e)) uses 'without undue delay' alone, mirroring UK GDPR Article 33; the 48-hour SLA stated here is industry best practice and gives the Client a defined window in which to plan its own controller notification. Schedule 1, Part D must also contain the five processing-detail fields required by the opening words of Article 28(3): subject matter, duration, nature and purpose, types of Personal Data, and categories of data subjects. The ICO can impose fines of up to £17.5 million or 4% of global annual turnover (whichever is higher) for serious breaches of UK GDPR (DPA 2018 s.157).

7.3 International transfers: the Supplier shall not transfer (and shall not permit any sub-processor to transfer) any Personal Data outside the United Kingdom without the Client's prior written consent and the implementation of an appropriate transfer mechanism in accordance with the UK GDPR (including, where applicable, the International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses).

8. LIMITATION OF LIABILITY

8.1 Uncapped liabilities: nothing in this Agreement excludes or limits either Party's liability for: (a) deliberate or wilful default; (b) death or personal injury caused by that Party's negligence (section 2(1) of the Unfair Contract Terms Act 1977 ("UCTA 1977")); (c) fraud or fraudulent misrepresentation; (d) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or (e) any other liability that cannot lawfully be excluded or limited.

Note: This expanded list of uncapped liabilities follows the Practical Law (pro-customer) formulation at clause 18.2. UCTA 1977 s.2(1) prevents excluding liability for death or personal injury resulting from negligence — these are absolute prohibitions and cannot be varied. Liability for fraud cannot be excluded as a matter of English public policy. SGSA 1982 s.2 implies three distinct obligations: (a) a condition that the transferor has the right to transfer property in the goods (s.2(1)); (b) a warranty that the goods are free from any undisclosed charge or encumbrance at the time of transfer (s.2(2)); and (c) a warranty of quiet possession in favour of the transferee (s.2(3)). Under UCTA 1977 s.7(3A), liability for breach of the s.2(1) implied condition as to title cannot be excluded or restricted by any contract term."

8.2 Excluded loss types: subject to Clauses 8.1 and 8.3, neither Party shall be liable to the other for any of the following types of loss, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if that Party was advised of the possibility of such loss: (a) loss of profits; (b) loss of revenue or turnover; (c) loss of business, contracts, or opportunities; (d) loss of or damage to goodwill or reputation; or (e) any indirect or consequential loss.

Note: Exclusions of consequential or indirect loss caused by negligence, or in a contract on one party's written standard terms, must satisfy the UCTA 1977 reasonableness test (sections 2(2) and 3 read with Schedule 2). The court considers: relative bargaining strength of the parties; whether the limiting party offered a lower price in exchange for the limit; availability of insurance; whether the other party knew of the limit; and the nature and value of the services. A sweeping exclusion that eliminates all meaningful remedies is high enforceability risk. The Practical Law precedent (clause 18.6) excludes only 'loss of profits or indirect or consequential loss' — the broader list above is more pro-Client.

8.3 Carve-ins from the excluded loss list: Clause 8.2 shall not exclude or limit either Party's liability for: (a) sums paid by the Client to the Supplier under this Agreement in respect of any Services that have not been provided in accordance with this Agreement; (b) reasonable costs and expenses incurred by the Client in remedying the Supplier's default (including consultancy costs, additional management time, and costs of equipment and materials); (c) reasonable costs incurred by the Client in procuring and implementing replacements for, or alternatives to, Services not provided in accordance with this Agreement; (d) losses arising out of any third-party claim against the non-defaulting Party which has been caused by the defaulting Party's default; or (e) loss of anticipated savings to the extent specifically agreed in writing in advance by both Parties.

Note: Clause 8.3 carves specific loss categories back IN to the recoverable scope, even though they would otherwise fall within the excluded list in Clause 8.2. This 'carve-in' structure follows the Practical Law (pro-customer) formulation at clause 18.7 and is materially more pro-Client than a simple loss-of-profits exclusion. It ensures the Client can still recover the direct cost of obtaining substitute services and remedying the Supplier's default, even though those costs may technically be classified as consequential loss in some cases. Suppliers may push back on (a) to (c) — these are commonly negotiated, but they are well-supported in market practice.

Note: Use either Option A or Option B for Clause 8.4 (aggregate liability cap).

Note: Use Option A (fee-linked cap) for ongoing, rolling, or variable-fee engagements — this is the most commercially balanced and commonly used approach in UK SME services agreements. Use Option B (fixed monetary cap) where the total contract value is fixed and known at the outset. The Practical Law (pro-customer) precedent uses a more sophisticated split-cap structure (separate caps for damage to customer property, data protection or IP indemnity claims, and general liability, plus a separate cap on the customer's own liability) — for high-value or complex engagements consider adopting that approach. A cap set materially below the contract fee risks failing the UCTA 1977 reasonableness test if challenged. UK market standard: a cap of 1x fees paid in the prior 12 months is standard; 2x for higher-risk engagements. Market-standard language: 'shall not exceed the total Fees paid or payable by the Client in the twelve (12) months immediately preceding the event giving rise to the claim'.

8.4 Aggregate liability cap — choose one option and delete the other:

Option A. Fee-Linked Cap: subject to Clause 8.1, each Party's total aggregate liability to the other under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed an amount equal to the total Fees paid or payable by the Client to the Supplier in the [look-back period in months e.g. 12] months immediately preceding the event giving rise to the claim; save that the cap in this Clause 8.4 shall not apply to (a) the Client's obligation to pay undisputed Fees properly invoiced under this Agreement, or (b) 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 under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed [fixed liability cap amount e.g. £100,000]; save that the cap in this Clause 8.4 shall not apply to (a) the Client's obligation to pay undisputed Fees properly invoiced under this Agreement, or (b) any liability that cannot be limited or excluded under Clause 8.1.

Note: [optional] Additional carve-outs from the cap: the aggregate cap in Clause 8.4 may be expressed not to apply to liability arising from: (i) infringement of a third party's Intellectual Property Rights by the Deliverables (breach of the Clause 5.5 warranty); (ii) breach of the Supplier's confidentiality obligations under Clause 6; or (iii) breach of the Supplier's data protection obligations under Clause 7. These carve-outs favour the Client. Suppliers should ensure their professional indemnity policy covers these risks if carve-outs are agreed. The mandatory exclusions in (a) and (b) of each Option above — unpaid Fees and uncapped liabilities — must always remain in the Clause regardless of whether optional carve-outs are added.

8.5 Cap not reduced: the cap in Clause 8.4 shall not be reduced by: (a) any amount paid in respect of an uncapped liability under Clause 8.1; or (b) amounts awarded by a court or arbitrator in respect of costs of proceedings or interest for late payment.

9. TERM AND TERMINATION

Note: Use either Option A or Option B for Clause 9.1 (duration).

Note: Use Option A for project-based or time-limited engagements where both Parties want certainty about the duration. An indefinite or long-duration contract is more likely to be characterised as employment-like for status purposes. If the Supplier is still needed after the end date, the Parties must agree an extension in writing. Use Option B for ongoing or retainer-style engagements. A rolling notice period of one to three months is typical for SME services. Note: if there is no termination for convenience right (see Clause 9.4 Option B), the Client is bound for the full term — early exit without cause exposes the Client to a claim for the full remaining fees as damages.

9.1 Duration — choose one option and delete the other:

Option A. Fixed Term: this Agreement commences on the Effective Date and shall continue until [fixed end date or completion trigger], unless terminated earlier in accordance with this Clause 9 (the "Term").

Option B. Rolling Engagement: this Agreement commences on the Effective Date and shall continue for an initial period of [initial term duration e.g. 6 months] (the "Initial Term"), after which it shall continue on a rolling basis, terminable by either Party on [rolling notice period e.g. 1 month] written notice to the other (together the "Term").

9.2 Termination for cause — material breach: either Party may terminate this Agreement immediately by written notice to the other if the other Party commits a material breach of this Agreement that: (a) is not capable of remedy; or (b) if capable of remedy, is not remedied within [remedy period in days e.g. 14] days of receiving written notice from the non-defaulting Party specifying the breach and requiring it to be remedied.

9.3 Termination for cause — insolvency events: either Party may terminate this Agreement immediately by written notice to the other on the occurrence of any of the following events in relation to the other Party (the form-specific events apply according to whether the relevant Party is a company or an individual sole trader):

9.3.1 (a) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due, or admits inability to pay its debts;

9.3.2 (b) where the other Party is a company, it is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words 'it is proved to the satisfaction of the court' did not appear in section 123(1)(e) or 123(2);

9.3.3 (c) where the other Party is an individual sole trader, that individual is unable to pay their debts as they fall due within the meaning of section 268 of the Insolvency Act 1986;

9.3.4 (d) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors (other than for the sole purpose of a solvent reconstruction or amalgamation);

9.3.5 (e) the other Party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

9.3.6 (f) where the other Party is a company: a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other Party (other than for the sole purpose of a solvent reconstruction or amalgamation); an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given, or an administrator is appointed; the holder of a qualifying floating charge has become entitled to appoint, or has appointed, an administrative receiver; or a person becomes entitled to appoint, or appoints, a receiver over all or any of the other Party's assets;

9.3.7 (g) where the other Party is an individual sole trader: a bankruptcy petition is presented against them, a bankruptcy order is made against them, or they enter into an individual voluntary arrangement with their creditors;

9.3.8 (h) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or any part of the other Party's assets and that attachment or process is not discharged within 14 days;

9.3.9 (i) any event occurs, or any proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (a) to (h); or

9.3.10 (j) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

Note: Clause 9.3 is form-neutral: limbs (b) and (f) apply where the other Party is a company; limbs (c) and (g) apply where the other Party is an individual sole trader; limbs (a), (d), (e), (h), (i), and (j) apply to both. This expanded list follows the Practical Law (pro-customer) precedent at clause 19.1, with the section 123 IA 1986 'proved to the satisfaction of the court' wording disapplied (a customer-friendly drafting choice that lowers the threshold for triggering the cash-flow test). Note that since 26 June 2020, section 233B of the Insolvency Act 1986 (inserted by the Corporate Insolvency and Governance Act 2020) restricts suppliers from terminating most non-financial goods/services contracts on a customer's entry into a formal insolvency process. Take legal advice if termination on insolvency is commercially critical.

Note: Use either Option A or Option B for Clause 9.4 (termination for convenience).

Note: Use Option A (Client right to terminate for convenience) for most engagements — it is the most common approach and gives the Client flexibility. The notice period should be long enough for the Supplier to find alternative work; too short may make recruitment of good Suppliers more difficult. UK SME standard is 30 days; 90 days for embedded resource or large retainers. Use Option B (no convenience termination) only where the Supplier has set aside substantial capacity or incurred upfront costs in reliance on the engagement — if the Client terminates early without cause under Option B, the Supplier may be entitled to claim the full remaining fees as damages.

9.4 Termination for convenience — choose one option and delete the other:

Option A. Client Right to Terminate for Convenience: the Client may terminate this Agreement for convenience (without cause) on [convenience termination notice period e.g. 30 days] written notice to the Supplier.

Option B. No Termination for Convenience: neither Party may terminate this Agreement before the end of the Term (or, in the case of a rolling engagement, during the Initial Term) except on the grounds set out in Clauses 9.2, 9.3, or 9.5.

9.5 Termination on change of control [optional]: the Client may terminate this Agreement immediately by written notice to the Supplier if there is a change of control of the Supplier, provided that: (a) the Client has a bona fide concern that the Supplier will not be able to continue to provide the Services and perform its other obligations under this Agreement in accordance with its terms after the change of control; and (b) the Client gives notice to terminate within three months of the later of the date on which the change of control takes place and the date on which the Client becomes aware of the change of control. For this purpose, "change of control" means a person or group of persons acting in concert acquiring direct or indirect control of the Supplier within the meaning of section 1124 of the Corporation Tax Act 2010.

Note: Clause 9.5 follows the Practical Law (pro-customer) approach at clause 19.3(d). It is optional but valuable where the engagement depends on the Supplier's specific identity, ownership, or culture — for example, where the Supplier is a small consultancy whose acquisition by a larger group could change its priorities or expose the Client's data to a wider organisation. Without this clause, neither Party can exit if the Supplier is acquired.

9.6 Consequences of termination: on expiry or termination of this Agreement for any reason: (a) the Client shall pay to the Supplier all Fees earned and expenses properly incurred up to and including the date of termination or expiry; (b) any licences granted under this Agreement shall terminate, except for any licence expressed to be perpetual or irrevocable; (c) each Party shall comply with Clause 6.7 (return and destruction of Confidential Information and revocation of system access); and (d) the following Clauses shall survive and continue in force: Clauses 1, 3 (outstanding payment obligations), 5, 6, 7, 8, 9.6, 11, and 12.

10. FORCE MAJEURE

10.1 Subject to Clause 10.3, neither Party shall be in breach of this Agreement or liable to the other for any delay or failure to perform any of its obligations under this Agreement (other than an obligation to pay money) to the extent that such delay or failure is directly caused by a Force Majeure Event.

10.2 A "Force Majeure Event" means any circumstance not within a Party's reasonable control, including: (a) acts of God, flood, drought, earthquake, or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical, or biological contamination, or sonic boom; (e) any law or action taken by a government or public authority, including imposing an export or import restriction, quota, or prohibition; (f) collapse of buildings, fire, explosion, or accident; (g) cyber attack or other malicious interference with information systems beyond the Affected Party's reasonable control; (h) any labour or trade dispute, strike, industrial action, or lockout (other than by the staff of the Party seeking to rely on this Clause or those of its sub-contractors); and (i) interruption or failure of utility service, third-party telecommunications networks, or critical infrastructure.

Note: This event list is adapted from clause 21.1 of the Practical Law (pro-customer) precedent, with cyber attack added as item (g). Force majeure is not implied under English law — without an express clause, an unexpected event may suspend performance obligations but payment obligations may continue, and the common-law doctrine of frustration is narrow and difficult to invoke. This Clause provides express contractual protection. Note that Force Majeure Events do not excuse obligations to pay money — a Party that cannot perform the Services cannot use force majeure to avoid paying outstanding Fees already earned.

10.3 A Party seeking to rely on a Force Majeure Event (the "Affected Party") must: (a) notify the other Party in writing as soon as reasonably practicable after the Force Majeure Event begins, setting out its nature and expected duration; (b) take reasonable precautions to prevent or minimise the effects of the Force Majeure Event, including by implementing and complying with any business continuity arrangements; and (c) use all reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume full performance as soon as practicable.

10.4 If a Force Majeure Event continues for more than [force majeure longstop period in days e.g. 60], either Party may terminate this Agreement on [force majeure termination notice in days e.g. 14] written notice. In that event, the Client shall pay the Supplier for all Services properly performed and expenses properly incurred up to the date of termination.

11. ANTI-BRIBERY AND MODERN SLAVERY

11.1 Anti-bribery: each Party shall: (a) comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010; (b) not offer, promise, give, request, or accept any financial or other advantage with the intention of improperly influencing any person to act in breach of their duties or obligations; (c) maintain adequate procedures reasonably designed to prevent bribery by persons associated with it; and (d) promptly notify the other Party on becoming aware of any actual or suspected breach of this Clause 11.1.

Note: Bribery Act 2010 s.7 creates a corporate criminal offence of failing to prevent bribery by any person associated with the business. A business has a complete defence if it had 'adequate procedures' in place. For SMEs, adequate procedures need only be proportionate — typically a clear anti-bribery policy communicated to suppliers and contractors, not a complex compliance programme. Suppliers performing services involving commercial decision-making, procurement, sales, or negotiations with public officials carry a higher risk profile and justify more detailed procedures.

11.2 Facilitation of tax evasion: each Party shall not commit any domestic or foreign tax evasion facilitation offence contrary to the Criminal Finances Act 2017 sections 45 to 46 and shall maintain reasonable prevention procedures in relation to the facilitation of tax evasion by its associated persons.

11.3 Failure to prevent fraud: each Party shall not engage in any activity, practice, or conduct which would constitute a fraud offence within the meaning of section 199(6) of the Economic Crime and Corporate Transparency Act 2023. 'Large organisations' within the meaning of sections 201 to 202 of that Act — broadly, those satisfying at least two of: annual turnover above £36 million; balance sheet above £18 million; more than 250 employees — are subject to the failure-to-prevent-fraud offence under section 199 of that Act, which came into force on 1 September 2025.

11.4 Modern slavery: each Party shall comply with the Modern Slavery Act 2015 to the extent applicable to its business, and shall notify the other Party as soon as reasonably practicable if it becomes aware of any actual or reasonably suspected modern slavery or human trafficking in any part of its business or supply chains connected with this Agreement.

Note: The Modern Slavery Act 2015 s.54 transparency-in-supply-chains reporting obligation applies to commercial organisations with global annual turnover of £36 million or more. However, regardless of size, all businesses are exposed to reputational and legal risks from modern slavery in their supply chains. A basic supply-chain check and a proportionate internal policy are good practice for any organisation.

12. GENERAL PROVISIONS

12.1 Entire Agreement: this Agreement (including all Schedules) constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior agreements, representations, discussions, and understandings between them, whether oral or written. Each Party confirms that it has not relied on any representation, warranty, or statement that is not expressly set out in this Agreement, and shall have no remedy for any such non-contractual statement other than in the case of fraud. Nothing in this Clause 12.1 limits or excludes liability for fraudulent misrepresentation.

Note: The 'no reliance' wording is designed to reduce the risk of claims for misrepresentation under the Misrepresentation Act 1967. However, section 3 of that Act provides that any term purporting to exclude or restrict liability for misrepresentation must satisfy the UCTA 1977 reasonableness test to be effective. The fraudulent misrepresentation carve-out at the end of Clause 12.1 is mandatory and cannot be excluded as a matter of English law. If important pre-contract representations were made, record them expressly in this Agreement.

12.2 Variation: no variation to this Agreement is valid or effective unless made in writing and signed by an authorised representative of each Party.

12.3 Assignment and sub-contracting: (a) the Client may not assign, transfer, charge, or otherwise deal with its rights or obligations under this Agreement without the Supplier's prior written consent (such consent not to be unreasonably withheld where the assignment is to a member of the Client's group); and (b) the Supplier may not sub-contract the performance of any of the Services without the Client's prior written consent, except as expressly permitted under Clause 4.5.

12.4 Waiver: a failure or delay by a Party to exercise any right or remedy under this Agreement shall not constitute a waiver of that or any other right or remedy, and shall not prevent or restrict any further exercise of that or any other right or remedy.

12.5 Severance: if any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted to the minimum extent necessary, and the validity and enforceability of the remaining provisions shall not be affected.

12.6 Notices: any notice given under this Agreement must be in writing and shall be: (a) delivered by hand or sent by first-class post to the Party's address as set out in this Agreement; or (b) sent by email to the address set out in Schedule 1, Part C, provided the sender retains a delivery or read receipt or other evidence of transmission and does not receive an automated delivery failure notification. A notice delivered by hand is deemed received at the time of delivery. A notice sent by first-class post is deemed received on the second Business Day after posting. A notice sent by email is deemed received at the time of sending, unless sent after 17:00 on a Business Day or on a non-Business Day, in which case it is deemed received at 09:00 on the next Business Day.

12.7 Third Party Rights: no term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a Party to it. This does not affect any right or remedy of a third party that exists independently of that Act.

12.8 No partnership or agency: nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party as the agent of the other, or authorise either Party to make or enter into any commitments for or on behalf of the other.

12.9 Governing Law and Jurisdiction: this Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

12.10 Counterparts and Electronic Signatures: this Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all counterparts together shall constitute one binding agreement. An electronic signature applied by either Party (including using a recognised electronic signing platform) shall be treated as equally valid and binding as a handwritten signature for the purposes of this Agreement (not being a deed).

Note: Electronic signatures are valid under English law for contracts (but not deeds) pursuant to the Electronic Communications Act 2000 and the Electronic Identification and Trust Services for Electronic Transactions Regulations 2016. If this Agreement is executed as a deed (which would extend the limitation period from 6 years to 12 years under the Limitation Act 1980), additional formalities apply including physical witnessing — remote electronic witnessing is not sufficient for deeds under current Law Commission guidance. For most commercial services agreements a simple contract signature is adequate.

EXECUTION

By signing below, each Party agrees to be bound by the terms of this Agreement.

SIGNED for and on behalf of the Client

Signature:

Full Name:

Title / Position:

Date:

Address:

Email:

SIGNED for and on behalf of the Supplier

Signature:

Full Name:

Title / Position:

Date:

Address:

Email:

Note: Sole trader execution: if the Supplier is a sole trader, they should sign in their own name and delete 'for and on behalf of'. The person signing on behalf of a company must be authorised to do so — check the company's articles and any board resolution before signing.

SCHEDULE 1 — KEY COMMERCIAL TERMS

Note: Complete this Schedule before execution. All placeholders in the Agreement body correspond to entries below. In case of conflict between this Schedule and the standard terms in Clauses 1 to 12, this Schedule prevails.

Part A — Party Details

Effective Date (Clause 1.7): [effective date e.g. 1 may 2026]

Client Full Legal Name: [client full legal name]

Client Company Number: [client company number]

Client Registered Address: [client registered address]

Supplier Full Legal Name: [supplier full legal name]

Supplier Company Number (if applicable): [supplier company number or delete if sole trader]

Supplier Address: [supplier address]

Part B — Agreement Terms

Client Nominated Contact (Clause 2.3): [client nominated contact name and role]

Time of the Essence (Clause 2.7): [time of essence option a or b]

Fee Structure (Clause 3.1): [fee structure option a or b]

Fixed Fee Amount (Option A, Clause 3.1): [fixed fee amount e.g. £10,000]

Project or Deliverable Description (Option A, Clause 3.1): [project or deliverable description for fixed fee]

Fixed Fee Payment Trigger (Option A, Clause 3.1): [fixed fee payment trigger e.g. on completion]

Day Rate or Hourly Rate (Option B, Clause 3.1): [day rate or hourly rate e.g. £600]

Rate Basis (Option B, Clause 3.1): [day or hour]

Time Records Frequency (Option B, Clause 3.1): [weekly or monthly time records frequency]

Maximum Spend Cap (Option B, Clause 3.1): [maximum spend cap and period e.g. £25,000 in total]

Invoice Frequency (Clause 3.2): [invoicing frequency e.g. monthly in arrears]

Payment Period (Clause 3.2): [payment period in days e.g. 30]

VAT Treatment (Clause 3.3): [vat treatment exclusive or inclusive]

Late Payment Interest Option (Clause 3.4): [late payment interest option a or b]

Late Payment Margin (Option B, Clause 3.4): [late payment margin in percentage points e.g. 4]

Late Payment Floor Rate (Option B, Clause 3.4): [late payment floor rate in per cent e.g. 4]

Expense Claim Period (Clause 3.6): [expense claim period in days e.g. 30]

Single Expense Approval Threshold (Clause 3.6): [single expense approval threshold e.g. £500]

Monthly Aggregate Expense Threshold (Clause 3.6): [monthly aggregate expense threshold e.g. £1,000]

Minimum PI Insurance Cover (Clause 4.4): [minimum professional indemnity cover e.g. £2,000,000]

Minimum PL Insurance Cover (Clause 4.4): [minimum public liability cover e.g. £2,000,000]

Substitution Right (Clause 4.5): [substitution right option a or b]

Personal Performance Name (Option B, Clause 4.5): [name of individual required to perform services]

IP Ownership (Clause 5.1): [ip ownership option a or b]

Post-Termination Confidentiality Period (Clause 6.6): [post-termination confidentiality period e.g. 3 years]

Liability Cap Option (Clause 8.4): [liability cap option a or b]

Look-back Period for Cap (Option A, Clause 8.4): [look-back period in months e.g. 12]

Fixed Liability Cap Amount (Option B, Clause 8.4): [fixed liability cap amount e.g. £100,000]

Term Option (Clause 9.1): [term option a or b]

Fixed End Date or Trigger (Option A, Clause 9.1): [fixed end date or completion trigger]

Initial Term Duration (Option B, Clause 9.1): [initial term duration e.g. 6 months]

Rolling Notice Period (Option B, Clause 9.1): [rolling notice period e.g. 1 month]

Remedy Period for Material Breach (Clause 9.2): [remedy period in days e.g. 14]

Termination for Convenience Option (Clause 9.4): [termination for convenience option a or b]

Convenience Termination Notice Period (Option A, Clause 9.4): [convenience termination notice period e.g. 30 days]

Change of Control Termination (Clause 9.5): [change of control termination included or deleted]

Force Majeure Longstop Period (Clause 10.4): [force majeure longstop period in days e.g. 60]

Force Majeure Termination Notice (Clause 10.4): [force majeure termination notice in days e.g. 14]

Part C — Notice Email Addresses (Clause 12.6)

Client Notice Email: [client notice email address]

Supplier Notice Email: [supplier notice email address]

Part D — Data Protection: Article 28 Processing Details (Clause 7.2)

Note: Complete Part D only if Option B is selected in Clause 7.2. All five processing-detail fields below are mandatory under UK GDPR Article 28(3) and must be completed before the Agreement is signed. Omitting any of them means the processor contract does not satisfy Article 28 and constitutes a breach of UK GDPR.

Data Protection Option (Clause 7.2): [data protection option a or b]

Subject Matter of Processing: [subject matter of processing e.g. provision of email marketing services]

Duration of Processing: [duration of processing e.g. for the duration of the agreement]

Nature and Purpose of Processing: [nature and purpose of processing e.g. sending marketing emails to client customers]

Types of Personal Data: [types of personal data e.g. names and email addresses of client customers]

Categories of Data Subjects: [categories of data subjects e.g. client customers and employees]

Sub-Processors Approved at Date of Signing: [sub-processors approved or none approved at date of signing]

SCHEDULE 2 — SERVICES AND DELIVERABLES

Note: Complete this Schedule with a detailed and precise description of the Services and Deliverables before execution. A vague description creates scope disputes — the more specific, the more protected both Parties are. The description should also support the intended IR35 status conclusion: focus on outcomes and deliverables, not hours and supervision.

Part A — Description of Services

Description of Services: [description of services in detail including specific tasks, standards, methodologies, and key milestones]

Client Dependencies: [client dependencies e.g. access to systems, materials, data, information, approvals]

Exclusions from Scope: [exclusions from scope of services]

Part B — Deliverables

Deliverables: [list of deliverables and format of each e.g. word document, source code, design files]

Acceptance Criteria: [acceptance criteria for deliverables e.g. conforms to written specification and client confirms acceptance within agreed business days of receipt]

Part C — Working Arrangements

Note: Describe working arrangements in a way that supports the intended IR35 status conclusion. Record: whether the Supplier uses its own equipment; whether the Supplier sets its own schedule subject to agreed deadlines; and whether the Supplier provides services to other clients. Avoid specifying fixed hours or mandatory on-site attendance unless genuinely required — both increase IR35 risk. Outcome-based requirements are preferable to time-based or location-based requirements.

Agreed Working Locations: [agreed working locations e.g. supplier own premises fully remote or client premises on agreed days per month]

Working Days or Hours: [working days or hours pattern e.g. no fixed hours, outputs and deadlines only]

Equipment: [equipment used to provide services e.g. supplier provides and uses own equipment]

Substitution Right confirmed (Clause 4.5): [substitution right option a or b]

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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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Document info
GitLaw document. Document created on Tue Apr 28th, 2026. Last updated on Tue Apr 28th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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