Volunteer Agreement (UK)
Volunteer agreement for UK organizations including IP and data protection clauses
VOLUNTEER AGREEMENT
Note: This template is for UK SMEs, startups and small charities engaging an unpaid volunteer under English law. Read every Note before signing. Every yellow [Field] must be completed or removed; every Option A / B block requires a choice.
Note: Two ways to structure a volunteer arrangement under English law: (i) as a binding contract with enforceable terms on IP, confidentiality and data protection (this template), or (ii) as a non-binding 'in honour only' set of expectations supplemented, where needed, by a separate Deed of Assignment for IP and a separate Deed of Confidentiality. Approach (ii) gives the strongest protection against worker/employee reclassification because there is no consideration and therefore no contract — but it is more complex to set up and the IP/confidentiality protections only bite if the Deed is signed. This template uses approach (i), with a strong Volunteer Status clause (Clause 2) and zero payment beyond out-of-pocket Expenses to preserve genuine volunteer status. If you want approach (ii), delete Clauses 6, 7 and 8 and the binding-contract framing, and put separate Deeds in place.
PARTIES
This agreement is dated [date of agreement] and is made between:
(1) [organisation legal name], a [organisation entity description, e.g. 'company incorporated in england and wales' or 'charitable incorporated organisation' or 'community interest company'] with company or charity number [organisation company or charity number], whose registered office is at [organisation registered office] (the "Organisation"); and
(2) [volunteer full name], an individual of [volunteer home address] (the "Volunteer"),
each a Party and together the Parties.
Note: The Volunteer must be named as an individual — never via a personal service company. Engaging a volunteer through a PSC creates immediate IR35 / disguised-employment risk and undermines the unpaid-volunteer characterisation.
BACKGROUND
(A) The Organisation carries on the activities described as [brief description of the organisation's activities or sector, e.g. 'a uk-based startup providing legal technology services'].
(B) The Volunteer wishes to support the Organisation on a voluntary, unpaid basis by performing the Activities described in Schedule 1.
(C) The Parties do not intend this agreement to create a relationship of employment, worker, agency, partnership or joint venture.
Note: Recital (C) is not decisive — under English law, a tribunal looks at the reality of the arrangement, not the label. But starting with an explicit statement of intent helps frame the relationship and is widely accepted drafting practice for volunteer arrangements.
AGREED TERMS
1. DEFINITIONS AND INTERPRETATION
1.1 In this agreement:
"Activities" means the voluntary tasks described in Clause 3 and Schedule 1.
"Background IPR" has the meaning given in Clause 6.4.
"Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales.
"Commencement Date" means the date stated in Schedule 1.
"Confidential Information" means any information (in any form) disclosed by or on behalf of the Organisation to the Volunteer in connection with this agreement that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including business plans, financial information, customer or beneficiary data, technical know-how, trade secrets and the existence and terms of this agreement; but excluding information that falls within an exception in Clause 7.3.
"Data Protection Legislation" means the UK General Data Protection Regulation ("UK GDPR"), the Data Protection Act 2018 ("DPA 2018") and any other applicable laws and regulatory requirements relating to the processing of personal data and privacy.
"Expenses" means the reasonable, documented out-of-pocket expenses reimbursable to the Volunteer under Clause 5 (if any).
"Intellectual Property Rights" or "IPR" means patents, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered, and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
"Materials" means any work, document, code, content, data, design or other output created by the Volunteer wholly or partly in the course of performing the Activities.
"Personal Data" has the meaning given to it in the Data Protection Legislation.
"Term" means the period from the Commencement Date until termination or expiry of this agreement under Clause 10.
1.2 References to a statute or statutory provision include any subordinate legislation made under it and any amendment, extension or re-enactment of it.
1.3 Clause and Schedule headings do not affect interpretation. The Schedules form part of this agreement.
1.4 Words in the singular include the plural and vice versa.
2. VOLUNTEER STATUS
2.1 Genuine volunteer. The Volunteer is a genuine volunteer. This agreement does not create:
(a) a contract of employment within the meaning of section 230(1) of the Employment Rights Act 1996 ("ERA 1996");
(b) a worker relationship within the meaning of section 230(3) ERA 1996 or section 54(3) of the National Minimum Wage Act 1998 ("NMWA 1998"); or
(c) any relationship of agency, partnership or joint venture.
2.2 No mutuality of obligation. The Organisation has no obligation to offer the Volunteer any Activities. The Volunteer is free to decline any Activity at any time and is not obliged to perform any minimum amount of work, attend at any particular time or place, or accept any particular task.
2.3 No remuneration. The Volunteer performs the Activities entirely on a voluntary basis. The Volunteer will receive no salary, wage, fee, stipend, honorarium, gift, benefit-in-kind or other consideration of any kind for the Activities, save for reimbursement of out-of-pocket Expenses (if any) under Clause 5.
Note: This is the most important Clause in the agreement. UK tribunals look at the reality of the arrangement, not the label. A volunteer who in practice (i) is required to attend at fixed hours, (ii) receives any payment beyond genuine reimbursement of out-of-pocket expenses (including a regular stipend, honorarium or 'thank you' payment), or (iii) is subject to disciplinary control by the Organisation, may be reclassified by a tribunal as a worker — entitled to the National Minimum Wage under NMWA 1998, paid holiday under the Working Time Regulations 1998, and whistleblowing protection under Part IVA ERA 1996 — or as an employee, with the additional rights including (after the qualifying period) protection from unfair dismissal under Part X ERA 1996. These rights cannot be contracted out of, regardless of what this agreement says.
Note: NMWA 1998 s.44 contains a specific exemption for 'voluntary workers' employed by a charity, voluntary organisation, associated fund-raising body or statutory body — the worker does not qualify for the National Minimum Wage if they receive no monetary payment other than in respect of expenses incurred (or reasonably estimated to be incurred) and no benefits in kind other than reasonable subsistence and accommodation. For a non-charitable for-profit Organisation, the cleaner argument is that the individual is not a 'worker' at all because there is no contract of employment or contract personally to perform work — there is no consideration.
2.4 No control. The Volunteer is not under the direction or control of the Organisation in the manner of an employee. The Volunteer's [volunteer point of contact title — choose 'main point of contact' or 'mentor' — avoid 'supervisor' and 'manager'] is named in Schedule 1 and will provide guidance, support and feedback only.
Note: Vocabulary matters: use 'mentor' or 'main point of contact' rather than 'supervisor' or 'manager'. Tribunals weigh the language used to describe the relationship as part of the reality assessment for worker/employee status.
2.5 IR35. The off-payroll working rules in Chapter 10 of the Income Tax (Earnings and Pensions) Act 2003 ("ITEPA 2003") do not apply to a genuine unpaid volunteer, as Chapter 10 is engaged only where an individual provides services through an intermediary (typically a personal service company) for payment. The Volunteer confirms that the Activities are not provided through any intermediary and that no payment of any kind will be made or received under this agreement save as expressly permitted under Clause 5.
Note: If at any point during the Term the arrangement changes such that the Volunteer begins to provide services through a PSC, or to receive any consideration beyond genuine expense reimbursement, both Parties should take specialist tax advice immediately. HMRC may seek PAYE and National Insurance Contributions from the Organisation. The user's brief asked for a 'contractor status / IR35' Clause — for a volunteer, the dominant status risk is worker/employee reclassification under NMWA 1998 and ERA 1996, NOT IR35.
3. VOLUNTEER ACTIVITIES
3.1 Scope. The Volunteer agrees to assist the Organisation with the Activities described in Schedule 1, on the basis agreed between the Parties from time to time. The Volunteer will perform the Activities with reasonable care and skill.
3.2 No authority. The Volunteer must not (a) hold themselves out as an employee, officer, director or agent of the Organisation; (b) enter into any contract or commitment on behalf of the Organisation; or (c) incur any liability on behalf of the Organisation, in each case unless expressly authorised in writing by the Organisation.
3.3 Compliance. The Volunteer must comply with the Organisation's reasonable policies and procedures (as notified to the Volunteer from time to time) when performing the Activities, including any policies on health and safety, equal opportunities, anti-bribery, data protection and acceptable use of IT systems.
3.4 Background checks (optional). Where the Activities involve regulated work with children or vulnerable adults, or where the Organisation reasonably requires, the Volunteer may be required to (a) provide details of referees who may be contacted; (b) consent to a check by the Disclosure and Barring Service under the Police Act 1997 (Criminal Records) Regulations 2002 (SI 2002/233); and (c) provide evidence of right to volunteer in the United Kingdom.
Note: There is no charge for a DBS certificate for a volunteer (Police Act 1997 (Criminal Records) Regulations 2002 reg. 4). Roles involving regulated activity with children or vulnerable adults will require an Enhanced DBS check — operating without one for such roles is a criminal offence under the Safeguarding Vulnerable Groups Act 2006.
4. TERM
Note: Choose Option A for project-based or time-limited roles where you want a clean end date. Choose Option B for ongoing or open-ended volunteering. Avoid imposing a fixed schedule of attendance — even within Option A, the Activities should remain flexible to preserve volunteer status (see Clause 2).
4.1 Choose Option A or Option B.
Option A — Fixed Term: This agreement commences on the Commencement Date and continues until [fixed end date, e.g. 30 april 2027], unless terminated earlier under Clause 10.
Option B — Rolling / Open-Ended: This agreement commences on the Commencement Date and continues on a rolling basis until terminated under Clause 10.
5. EXPENSES
Note: Choose Option A where the Organisation does not wish to create any payment obligation. Choose Option B where the Volunteer will incur genuine out-of-pocket costs (e.g. travel, materials). Reimbursement of genuine documented expenses does not by itself create worker status under NMWA 1998. Any payment beyond true reimbursement — a regular stipend, an honorarium, a 'thank you' bonus, a gift card — creates a significant risk of reclassification. Do not pay such amounts.
5.1 Choose Option A or Option B.
Option A — No Reimbursement: The Volunteer performs the Activities entirely on a voluntary basis. The Organisation will not reimburse any expenses unless separately agreed in writing in advance by [authorised approver name and role of the organisation].
Option B — Expense Reimbursement: The Organisation will reimburse the Volunteer's reasonable, documented out-of-pocket Expenses incurred in performing the Activities, subject to: (a) the Expense falling within the categories listed in Schedule 1; (b) prior written approval being obtained from [authorised approver name and role of the organisation] for any single Expense exceeding [pre-approval threshold for expenses, e.g. £50]; and (c) the Volunteer submitting a valid receipt or other supporting evidence within [expense claim deadline in days, e.g. 30] days of incurring the Expense. The Organisation will reimburse approved, evidenced Expenses within [reimbursement period in days, e.g. 14] days of receiving a valid claim.
Note: Late Payment of Commercial Debts (Interest) Act 1998: this Act implies statutory interest into contracts for the supply of goods or services between businesses where a debt remains unpaid. A genuine voluntary arrangement without commercial consideration is unlikely to be a 'contract for the supply of goods or services' within the meaning of that Act, so statutory interest should not accrue automatically on delayed Expense reimbursements. The Organisation should nonetheless reimburse promptly to maintain goodwill and preserve the voluntary nature of the relationship.
6. INTELLECTUAL PROPERTY
Note: Under section 11(1) of the Copyright, Designs and Patents Act 1988 ("CDPA 1988"), the author of a work is the first owner of any copyright in it. The s.11(2) employment exception (work created in the course of employment vests in the employer) does NOT apply to volunteers — a volunteer is not an employee. Without an express written assignment, all IPR in any Materials created by the Volunteer will vest in the Volunteer personally and the Organisation will need the Volunteer's permission to use, modify or commercialise them. Choose Option A (assignment) for any Materials the Organisation needs to own outright; choose Option B (licence) only where the Volunteer brings pre-existing tools or proprietary frameworks the Volunteer wishes to retain.
Note: IP enforceability: where IP protection is critical (e.g. the Materials are core to the Organisation's product), the strongest approach is a separate IP Deed of Assignment executed alongside this agreement, because a deed does not require consideration and protects against any later argument that the volunteer arrangement is not a binding contract. The Clause below operates as a contract-based assignment — sufficient for most SME volunteer engagements, but consider a separate Deed for high-value IP.
6.1 Choose Option A or Option B.
Option A — Assignment to Organisation: The Volunteer hereby assigns to the Organisation, with full title guarantee and to the maximum extent permitted by law, all Intellectual Property Rights in the Materials throughout the world, for the full duration of those rights (including any renewals and extensions), with effect from the date each item of the Materials is created. This assignment includes all rights to sue for past, present and future infringement. This Clause 6.1 is a present and future assignment of the Volunteer's existing and future IPR in the Materials and satisfies the writing-and-signature requirement of section 90(3) CDPA 1988.
Option B — Licence to Organisation: The Volunteer retains all IPR in the Materials. The Volunteer grants the Organisation a [licence exclusivity — choose 'non-exclusive' or 'exclusive'], royalty-free, perpetual, irrevocable, worldwide licence to use, copy, modify, adapt, publish and distribute the Materials for the Organisation's internal and commercial business purposes, including the right to sub-licence to the Organisation's group companies and successors in business.
6.2 Moral rights. To the fullest extent permitted by law, the Volunteer irrevocably waives all moral rights in the Materials arising under Chapter IV of the CDPA 1988, including the right to be identified as author (s.77) and the right of integrity (s.80).
Note: Moral rights cannot be assigned — only waived in writing under section 87 CDPA 1988. Without an express waiver, the Volunteer retains the right to object to derogatory treatment of the Materials, even after Option A assignment.
6.3 Further assurance. The Volunteer shall, at the Organisation's reasonable request and at the Organisation's expense, execute such further documents and do such further acts as may be necessary to give full effect to this Clause 6, including executing any short-form deed of assignment or confirmatory assignment.
6.4 Background IP. Each Party retains ownership of any IPR it owned before the Commencement Date or that it creates independently of this agreement ("Background IPR"). To the extent that any of the Volunteer's Background IPR is incorporated into the Materials and is necessary for the Organisation to use the Materials as intended, the Volunteer grants the Organisation a non-exclusive, royalty-free, perpetual, worldwide licence to use that Background IPR solely for that purpose.
6.5 Warranty and AI-assisted output. The Volunteer warrants that (a) the Materials do not, to the best of the Volunteer's knowledge, infringe the IPR of any third party; (b) where the Volunteer uses third-party or open-source materials in the Materials, the Volunteer shall disclose them to the Organisation and ensure the Organisation receives the rights necessary to use the Materials under the applicable licences; and (c) where any Materials are produced using AI tools, the Volunteer shall disclose such use to the Organisation and shall ensure (i) sufficient human creative input to support copyright ownership and (ii) that the licence terms of the AI tool used permit the assignment or licence granted under Clause 6.1.
7. CONFIDENTIALITY
7.1 Obligation. The Volunteer shall keep all Confidential Information strictly confidential, use it only for the purposes of performing the Activities, and not disclose it to any third party without the Organisation's prior written consent.
7.2 Permitted disclosure. The Volunteer may disclose Confidential Information to the Volunteer's professional advisers (such as a legal or tax adviser) who need to know it for the purposes of this agreement, provided they are bound by obligations of confidentiality at least as protective as those in this Clause 7.
7.3 Exceptions. Clause 7.1 does not apply to information that: (a) is or becomes publicly available other than through the Volunteer's breach of this agreement; (b) the Volunteer can demonstrate was already known to them before disclosure by the Organisation; (c) the Volunteer receives from a third party who has the right to disclose it without restriction; or (d) the Volunteer is required to disclose by law, by a court or by a regulator of competent jurisdiction (giving the Organisation as much advance notice as is practicable and lawful, and cooperating with any steps the Organisation takes to limit or oppose the disclosure).
7.4 Protected disclosures carve-out. Nothing in this agreement prevents the Volunteer from (a) reporting a suspected criminal offence to the police or any law enforcement agency; (b) co-operating with any investigation by HMRC, the Information Commissioner's Office, the Charity Commission, or any other regulator, ombudsman or supervisory authority; (c) complying with an order from a court or tribunal; (d) making any disclosure to a person who owes a professional duty of confidence; or (e) making any other disclosure required by law.
Note: The protected-disclosures carve-out follows the SRA Warning Notice on NDAs. Even a volunteer (who has no statutory whistleblower protection under Part IVA ERA 1996, which applies only to workers and employees) should not be gagged by an NDA. The carve-out also helps preserve the genuine volunteer characterisation by avoiding any suggestion of disciplinary control.
7.5 Survival and return. The obligations in this Clause 7 continue for [confidentiality survival period in years, e.g. 2] years after the end of the Term, and indefinitely in respect of trade secrets. On termination or expiry (or earlier on the Organisation's request) the Volunteer shall promptly return or irretrievably delete all of the Organisation's Confidential Information (including copies) and confirm in writing that they have done so if requested.
Note: Commercial benchmark: 2 years post-termination is widely accepted for volunteer arrangements with commercially sensitive information (business plans, beneficiary data, pricing, product roadmaps). For particularly sensitive technical information (e.g. a novel algorithm or proprietary method), use 3 years. Trade secrets are protected indefinitely under the common law and the Trade Secrets (Enforcement, etc.) Regulations 2018.
8. DATA PROTECTION
Note: Choose Option A if the Volunteer will not access any Personal Data of the Organisation's customers, beneficiaries, employees or third parties in performing the Activities. Choose Option B if the Volunteer will access or process any such Personal Data — Article 28(3) UK GDPR then requires a written controller-processor contract with eight mandatory items. Failure to have a compliant Article 28 contract can attract fines of up to £17.5 million or 4% of annual global turnover under section 157 DPA 2018.
8.1 Choose Option A or Option B.
Option A — No Personal Data processing: The Activities will not involve the Volunteer accessing or processing any Personal Data on behalf of the Organisation. Each Party will comply with the Data Protection Legislation in respect of any Personal Data it processes for its own purposes (including the Organisation's processing of the Volunteer's own personal data, in respect of which the Organisation will provide the Volunteer with a privacy notice in accordance with Articles 13 and 14 UK GDPR before or at the time of signing). If the scope of the Activities later expands such that the Volunteer will process Personal Data on the Organisation's behalf, the Parties will agree and sign a separate data processing agreement before any such processing begins.
Option B — Volunteer acts as data processor: Where the Volunteer processes Personal Data on the Organisation's documented instructions in connection with the Activities, the Organisation is the controller and the Volunteer is the processor. The categories of data, data subjects, processing purpose and duration are set out in Schedule 1, Part G (Article 28 Processing Details). The Volunteer shall:
(a) process the Personal Data only on the Organisation's documented instructions, including in respect of international transfers (unless required by law to do otherwise, in which case the Volunteer shall notify the Organisation first unless the law prohibits such notification);
(b) ensure that the Volunteer is bound by an obligation of confidentiality in respect of the Personal Data (Clause 7 satisfies this requirement);
(c) implement appropriate technical and organisational security measures meeting the requirements of Article 32 UK GDPR (including, where appropriate, pseudonymisation and encryption, ensuring confidentiality, integrity, availability and resilience of processing systems);
(d) not engage any sub-processor without the Organisation's prior written consent, and where consent is given ensure the sub-processor is bound by data protection obligations equivalent to those in this Clause 8 (the Volunteer remains fully liable to the Organisation for the acts and omissions of any sub-processor);
(e) taking into account the nature of the processing, assist the Organisation (at the Organisation's cost) in responding to data subject requests under Articles 15 to 22 UK GDPR by appropriate technical and organisational measures;
(f) assist the Organisation (at the Organisation's cost) in complying with its obligations under Articles 32 to 36 UK GDPR (security, breach notification, data protection impact assessments and prior consultation), and in any event notify the Organisation without undue delay (and in any case within 24 hours) of becoming aware of any actual or suspected Personal Data breach;
(g) at the Organisation's election, delete or return all Personal Data to the Organisation at the end of the Term and delete all existing copies (unless retention is required by law); and
(h) make available to the Organisation all information necessary to demonstrate compliance with Article 28 UK GDPR, and allow for and contribute to audits, including inspections, conducted by the Organisation or another auditor mandated by the Organisation.
Note: All eight Article 28(3) items must appear. Item (h) — the right of audit — is the one most commonly omitted; without it, the contract is non-compliant. Item (f) of this Clause includes a 24-hour breach notification window as a contractual addition to the controller-assistance obligation; the statutory breach notification deadline for the controller is 'without undue delay and, where feasible, not later than 72 hours' under Article 33 UK GDPR — a tighter 24-hour processor-to-controller window leaves the controller time to meet the 72-hour deadline.
8.2 International transfers. The Volunteer shall not transfer or allow access to Personal Data outside the United Kingdom without the Organisation's prior written consent and unless an appropriate transfer mechanism is in place (including a UK adequacy decision or the UK International Data Transfer Agreement (IDTA) or UK Addendum to the EU Standard Contractual Clauses).
9. HEALTH AND SAFETY
Note: Include this Clause if the Volunteer will work at the Organisation's premises, use the Organisation's equipment, or carry out any physical activity on behalf of the Organisation. Delete the Clause if the role is entirely remote and involves no physical interaction. Sections 2 and 3 of the Health and Safety at Work etc. Act 1974 ("HSWA 1974") impose duties on employers towards non-employees — including volunteers — who are present on their premises or who are affected by the employer's activities. Note that standard employers' liability insurance almost certainly does NOT cover volunteers; check with the insurer whether public liability cover extends to volunteers and, if not, arrange appropriate cover before the Volunteer starts.
9.1 Organisation duty. The Organisation will take reasonable steps to ensure that any premises, equipment or materials made available to the Volunteer are safe and without risk to health, so far as is reasonably practicable, in accordance with sections 2 and 3 HSWA 1974.
9.2 Volunteer duty. The Volunteer must (a) follow the Organisation's reasonable health and safety instructions and policies; (b) report any accidents, near-misses or unsafe conditions to [health and safety contact name and role of the organisation] as soon as reasonably practicable; and (c) not intentionally or recklessly interfere with any health and safety measures put in place by the Organisation.
10. TERMINATION
Note: Choose Option A for short-term, project-based or low-stakes roles. Choose Option B where the Volunteer will build up specialist knowledge or be embedded in a key project. Avoid notice periods so long that they begin to look like a binding commitment to provide ongoing work — that supports a worker-status argument under Clause 2.
10.1 Choose Option A or Option B for termination on notice.
Option A — Short notice: Either Party may terminate this agreement by giving [termination notice period under clause 10.1, e.g. one week's] written notice to the other.
Option B — Longer notice: Either Party may terminate this agreement by giving [termination notice period under clause 10.1, e.g. one month's] written notice to the other.
10.2 Immediate termination. The Organisation may terminate this agreement immediately by written notice, without any notice period, if the Volunteer:
(a) commits a material breach of this agreement that is incapable of remedy, or fails to remedy a remediable breach within [remedy period for remediable breach in days, e.g. 7] days of receiving written notice requiring remedy;
(b) engages in conduct that has brought, or is reasonably likely to bring, the Organisation into disrepute;
(c) commits an act of dishonesty, fraud or serious misconduct in connection with the Activities; or
(d) is convicted of a criminal offence that the Organisation reasonably considers relevant to the Activities, including any offence rendering the Volunteer barred or unsuitable to engage in regulated activity under the Safeguarding Vulnerable Groups Act 2006.
10.3 Consequences of termination. On termination or expiry of this agreement for any reason, the Volunteer shall promptly:
(a) cease performing the Activities;
(b) return or, at the Organisation's election, irretrievably destroy all of the Organisation's Confidential Information and Personal Data (including copies);
(c) revoke or transfer to the Organisation all access the Volunteer has to the Organisation's systems, accounts, credentials, shared drives and communication channels, and return all property, equipment and access tokens belonging to the Organisation;
(d) provide reasonable cooperation with any handover requested by the Organisation; and
(e) certify in writing that the Volunteer has done the things in (b) and (c) if the Organisation requests.
10.4 Survival. Termination does not affect any rights or obligations accrued up to the date of termination. Clauses 1 (Definitions), 6 (Intellectual Property), 7 (Confidentiality), 8 (Data Protection), 10.3 (Consequences of Termination), 10.4 (Survival), 11 (Limitation of Liability) and 12 (General Provisions) survive termination.
11. LIMITATION OF LIABILITY
11.1 Uncapped liabilities. Nothing in this agreement limits or excludes either Party's liability for:
(a) death or personal injury caused by negligence (which cannot be limited or excluded under section 2(1) of the Unfair Contract Terms Act 1977 ("UCTA 1977"));
(b) fraud or fraudulent misrepresentation;
(c) any liability that cannot be limited or excluded as a matter of law.
Note: Under section 2(1) UCTA 1977, any clause excluding liability for death or personal injury caused by negligence is VOID — not merely unreasonable. Other exclusions of liability for negligence in business contracts must satisfy the reasonableness test in section 11 and Schedule 2 UCTA 1977; a court will weigh bargaining strength, ability to insure, and the level of any consideration. A liability cap set at zero or a nominal amount (e.g. £1) is very likely to fail that test.
11.2 Excluded loss types. Subject to Clause 11.1, neither Party shall be liable to the other (whether in contract, tort including negligence, breach of statutory duty or otherwise) for any: (a) loss of profits; (b) loss of revenue or business; (c) loss of anticipated savings; (d) loss of or damage to goodwill; or (e) indirect or consequential loss, in each case howsoever arising and even if foreseeable.
Note: Use Option A as the default for most volunteer engagements. Use Option B (mutual cap) where the Organisation may want symmetric protection — for example, where the Volunteer handles sensitive data or creates valuable IP. The cap MUST carve out (a) any Expenses properly reimbursable under Clause 5 and (b) the uncapped liabilities in Clause 11.1.
11.3 Choose Option A or Option B for the liability cap.
Option A — Cap on Organisation's liability only: Subject to Clause 11.1, the Organisation's total aggregate liability to the Volunteer arising out of or in connection with this agreement (whether in contract, tort including negligence, breach of statutory duty or otherwise) shall not exceed [liability cap amount in £, e.g. £10,000 — set at a level that reflects the realistic scale of any claim and any insurance cover in place]; save that the cap shall not apply to (i) any Expenses properly reimbursable under Clause 5 or (ii) any liability that cannot be limited or excluded under Clause 11.1.
Option B — Mutual cap on both Parties' liability: Subject to Clause 11.1, neither Party's total aggregate liability to the other arising out of or in connection with this agreement (whether in contract, tort including negligence, breach of statutory duty or otherwise) shall exceed [liability cap amount in £, e.g. £10,000 — set at a level that reflects the realistic scale of any claim and any insurance cover in place]; save that the cap shall not apply to (i) any Expenses properly reimbursable under Clause 5 or (ii) any liability that cannot be limited or excluded under Clause 11.1.
Note: Commercial benchmark: for unpaid volunteer engagements there is no 'fees paid' base for the cap, so a fixed monetary figure is standard. Set the cap at a level matching any insurance cover in place (commonly the Organisation's public liability policy limit). A cap of £10,000–£100,000 is commonly seen in UK SME volunteer engagements; align the figure to the Organisation's public liability cover before signing. A cap is only enforceable if this agreement is treated as a binding contract — if you instead use a non-binding 'in honour only' arrangement, the cap is not strictly necessary.
11.4 Insurance. The Organisation shall, throughout the Term, maintain public liability insurance covering the activities of its volunteers in an amount appropriate to the nature of the Activities, and shall provide evidence of such cover on the Volunteer's reasonable request.
Note: Critical insurance point: most employers' liability policies do NOT cover volunteers — volunteers are not employees within the meaning of the Employers' Liability (Compulsory Insurance) Act 1969. Public liability cover may also exclude volunteers unless the policy expressly extends to them. Confirm with the Organisation's insurer before any Volunteer starts, and arrange a specific volunteer extension if needed.
12. GENERAL PROVISIONS
12.1 Entire agreement. This agreement (including its Schedules) constitutes the entire agreement between the Parties relating to its subject matter and supersedes all previous agreements, representations or understandings between them. Each Party acknowledges that it has not relied on any statement or representation that is not set out in this agreement. Nothing in this Clause limits or excludes liability for fraudulent misrepresentation.
Note: Under section 3 of the Misrepresentation Act 1967, a clause excluding liability for misrepresentation is effective only if it satisfies the UCTA 1977 reasonableness test. Liability for fraudulent misrepresentation cannot be excluded at all — the express carve-out at the end of Clause 12.1 ensures that limit is preserved.
12.2 Variation. No variation of this agreement is effective unless in writing and signed by both Parties (or their authorised representatives).
12.3 Waiver. A failure or delay by either Party to exercise any right or remedy is not a waiver of that right or remedy.
12.4 Assignment. The Volunteer may not assign or transfer any of their rights or obligations under this agreement (which are personal to the Volunteer). The Organisation may assign or novate this agreement to a successor in business or group company on prior written notice to the Volunteer.
12.5 Severance. If any provision of this agreement is found unlawful, invalid or unenforceable, that provision shall be deemed deleted (or modified to the minimum extent necessary) and the remainder of the agreement shall continue in full force.
12.6 No third-party rights. A person who is not a Party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
12.7 Notices. Any notice under this agreement must be in writing and delivered by hand, by pre-paid first-class post or by email to the addresses in Schedule 1. A notice sent by post is deemed received 2 Business Days after posting; a notice sent by email is deemed received at the time of transmission (or, if outside business hours, at 9.00 am on the next Business Day), provided no automated delivery-failure notification is received. This Clause does not apply to the service of legal proceedings.
12.8 Counterparts and electronic signature. This agreement may be signed in counterparts, each of which is an original and which together constitute one agreement. Electronic signatures are accepted.
12.9 Governing law and jurisdiction. This agreement (and any non-contractual disputes or claims arising out of or in connection with it) is governed by the law of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
SIGNATURES
Note: By signing below, each Party confirms that it has read and understood this agreement and agrees to be bound by its terms. Each Party should retain a fully-signed counterpart.
Signed for and on behalf of the Organisation
Signature:
Name:
Title:
Date:
Signed by the Volunteer
Signature:
Name:
Title:
Date:
SCHEDULE 1 — KEY COMMERCIAL TERMS
Note: Complete every field below before signing. If a field is not applicable, write 'N/A'. In the event of conflict between this Schedule 1 and the body of the agreement, the body prevails on legal terms and this Schedule prevails on commercial particulars.
PART A — PARTIES AND CONTACT DETAILS
Organisation legal name: [organisation legal name]
Organisation entity description: [organisation entity description, e.g. 'company incorporated in england and wales' or 'charitable incorporated organisation' or 'community interest company']
Organisation company or charity number: [organisation company or charity number]
Organisation registered office: [organisation registered office]
Organisation address for notices: [organisation notice address]
Organisation email for notices: [organisation notice email]
Organisation authorised signatory name: [organisation authorised signatory name]
Organisation authorised signatory title: [organisation authorised signatory title]
Volunteer full name: [volunteer full name]
Volunteer home address: [volunteer home address]
Volunteer address for notices: [volunteer notice address]
Volunteer email for notices: [volunteer notice email]
PART B — TERM
Commencement Date: [commencement date, e.g. 1 may 2026]
Term option chosen at Clause 4.1: [term option chosen — 'option a (fixed term)' or 'option b (rolling)']
Fixed End Date (Option A only): [fixed end date, e.g. 30 april 2027]
PART C — VOLUNTEER ACTIVITIES
Description of Activities: [description of activities — be specific, e.g. 'assisting with social media content creation, drafting blog posts, and supporting the marketing team at events' (or 'see schedule 2' for a fuller description)]
Expected time commitment: [expected time commitment, e.g. 'up to 4 hours per week' or 'as mutually agreed' — avoid fixed schedules to preserve volunteer status]
Location of Activities: [location of activities, e.g. 'remote' or 'the organisation's premises at 1 high street, london' or 'hybrid']
Volunteer point of contact name and role: [volunteer point of contact name and role of the organisation]
Volunteer point of contact title used in Clause 2.4: [volunteer point of contact title — choose 'main point of contact' or 'mentor' — avoid 'supervisor' and 'manager']
Background checks required (Clause 3.4): [background checks required — 'none' / 'references' / 'standard dbs' / 'enhanced dbs' / 'right to volunteer']
PART D — EXPENSES
Expense option chosen at Clause 5.1: [expense option chosen — 'option a (no reimbursement)' or 'option b (reimbursement)']
Authorised approver name and role: [authorised approver name and role of the organisation]
Eligible Expense categories (Option B only): [eligible expense categories — describe specifically, e.g. 'reasonable public transport costs; accommodation pre-approved for overnight travel; reasonable subsistence' — never include flat-rate or honorarium-style items]
Pre-approval threshold (Option B only): [pre-approval threshold for expenses, e.g. £50]
Expense claim deadline (Option B only): [expense claim deadline in days, e.g. 30]
Reimbursement period (Option B only): [reimbursement period in days, e.g. 14]
PART E — INTELLECTUAL PROPERTY
IP option chosen at Clause 6.1: [ip option chosen — 'option a (assignment to organisation)' or 'option b (licence to organisation)']
Description of Materials to be created: [description of materials, e.g. 'website copy, social media graphics, photographs, and any code written for the organisation's internal tools']
Licence exclusivity (Option B only): [licence exclusivity — choose 'non-exclusive' or 'exclusive']
PART F — CONFIDENTIALITY
Post-termination confidentiality period: [confidentiality survival period in years, e.g. 2]
PART G — DATA PROTECTION (ARTICLE 28 PROCESSING DETAILS)
Note: If Option A was chosen at Clause 8.1 (no Personal Data processing), write 'N/A' across this Part. If Option B was chosen, all five processing-detail fields below are MANDATORY under Article 28(3) UK GDPR — get this wrong and the Article 28 contract is non-compliant.
Data protection option chosen at Clause 8.1: [data protection option chosen — 'option a (no processing)' or 'option b (volunteer acts as processor)']
Subject matter of processing: [subject matter of processing, e.g. 'managing the organisation's customer mailing list for newsletter distribution']
Duration of processing: [duration of processing, e.g. 'duration of the term, plus 30 days for deletion']
Nature and purpose of processing: [nature and purpose of processing, e.g. 'sending periodic newsletters and event invitations to subscribers']
Types of Personal Data: [types of personal data, e.g. 'name, email address, postal address, marketing preferences']
Categories of data subjects: [categories of data subjects, e.g. 'organisation's customers' or 'organisation's beneficiaries' or 'organisation's employees']
Approved sub-processors: [approved sub-processors, e.g. 'mailchimp (email distribution)', or 'none approved at signing']
International transfer mechanism (if any): [international transfer mechanism, e.g. 'uk adequacy decision' or 'uk idta' or 'uk addendum to eu sccs', or 'n/a']
PART H — TERMINATION
Termination notice option chosen at Clause 10.1: [termination notice option chosen — 'option a (short notice)' or 'option b (longer notice)']
Notice period under Clause 10.1 (Option A or B): [termination notice period under clause 10.1, e.g. one week's]
Remedy period for remediable breach (Clause 10.2): [remedy period for remediable breach in days, e.g. 7]
PART I — LIABILITY
Liability cap option chosen at Clause 11.3: [liability cap option chosen — 'option a (organisation only)' or 'option b (mutual)']
Liability cap amount: [liability cap amount in £, e.g. £10,000 — set at a level that reflects the realistic scale of any claim and any insurance cover in place]
PART J — HEALTH AND SAFETY (IF CLAUSE 9 IS INCLUDED)
Health and Safety contact name and role: [health and safety contact name and role of the organisation]
SCHEDULE 2 — DESCRIPTION OF ACTIVITIES
Note: Use this Schedule for any Activities description that is too detailed to fit comfortably in Part C of Schedule 1. The more specific you are about what is in scope, what is out of scope, and what assumptions both Parties have made, the less likely a dispute becomes. Avoid language that implies a fixed schedule of attendance or disciplinary control — that supports a worker-status reclassification argument under Clause 2.
ACTIVITIES DESCRIPTION
[detailed description of the activities to be performed]
OUT OF SCOPE
[activities expressly excluded, or 'n/a']
INDICATIVE TIME COMMITMENT
[indicative time commitment, e.g. 'around 4 hours per week, flexible — never as a fixed schedule']
MATERIALS AND OUTPUTS EXPECTED
[materials and outputs expected, e.g. 'two blog posts per month; social media posts as agreed', or 'n/a']
ASSUMPTIONS AND ORGANISATION SUPPORT
[e.g. 'the organisation will provide access to its cms within 5 business days of the commencement date', or 'n/a']
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