Consulting Agreement Template Uk

PROFESSIONAL SERVICES CONSULTING AGREEMENT (UK)

DOCUMENT CONTROL

• Effective Date: [Date]
• Document Version: 3.4-UK
• Jurisdiction/Scope: England and Wales
• Governing Law: Laws of England and Wales

OFFICIAL NOTICE / DISCLAIMER

Legal Disclaimer: This document is a template intended for use as a baseline for business-to-business (B2B) professional consulting services within England and Wales. It is drafted assuming the Consultant operates as an independent contractor (either as a limited company or sole trader) and is structured to mitigate the risk of accidental employment status or IR35 misclassification where applicable. Parties must ensure that the operational reality of the engagement matches the contractual terms. This document does not constitute formal legal advice. Independent legal counsel should be sought prior to execution.

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1. PARTIES & DEFINITIONS

This Consulting Agreement (the "Agreement") is entered into on [Date] (the "Effective Date") by and between:

1. [Company Name], a company incorporated in England and Wales under company number [Company Registration Number], having its registered office at [Registered Office Address] (hereinafter referred to as the "Company"); and
2. [Consultant Full Legal Name / Consultant Company Name], incorporated/residing at [Consultant Address / Registered Office] (hereinafter referred to as the "Consultant").

The Company and the Consultant shall collectively be referred to as the "Parties" and individually as a "Party."

Definitions & Interpretation

• "Confidential Information" means all technical and non-technical information disclosed by one Party to the other, including but not limited to trade secrets, software, source code, financial data, operational models, client lists, and business strategies.
• "Deliverables" means all documents, work product, software, reports, data, and materials developed by the Consultant specifically for the Company under this Agreement, as detailed in the Statement of Work.
• "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, 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 and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• "Services" means the consulting services to be provided by the Consultant as set out in Schedule 1 (Statement of Work).
• "Statement of Work" or "SOW" means the schedule attached hereto detailing the specific deliverables, timelines, and fees for the Services.

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2. TERM OF AGREEMENT

This Agreement shall commence on the Effective Date and shall continue, subject to earlier termination in accordance with Clause 11, until [End Date] (the "Term"), unless otherwise extended by mutual written agreement of the Parties executed via a formal variation notice.

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3. SERVICES & OBLIGATIONS

3.1 Performance of Services: The Consultant shall provide the Services to the Company with reasonable skill, care, and diligence in accordance with best industry standards and professional practices. 3.2 Statement of Work: The specific scope, milestones, and deliverables are set out in Schedule 1. In the event of any conflict between the terms of this main body and Schedule 1, the terms of this main body shall prevail unless explicitly stated otherwise. 3.3 Autonomy and Methods: The Consultant shall be free to determine the manner, method, and means of providing the Services, subject to complying with the Company’s reasonable operational security policies when operating on Company premises. 3.4 Subcontracting: The Consultant shall not subcontract or delegate any portion of the Services to any third party without the prior written consent of the Company, such consent not to be unreasonably withheld. If consented to, the Consultant shall remain fully liable for the performance of any subcontractor.

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4. FEES, INVOICING, AND PAYMENT

4.1 Fees: In consideration of the provision of the Services, the Company shall pay the Consultant the fees set out in Schedule 1 (the "Fees"). 4.2 Expenses: The Consultant shall not be reimbursed for any travel, subsistence, or out-of-pocket expenses unless pre-approved in writing by an authorized representative of the Company. Approved expenses shall be billed at cost with accompanying VAT receipts. 4.3 Invoicing: The Consultant shall submit valid, itemized VAT invoices (if applicable) upon the completion of milestones or on a [Monthly / Weekly] basis as set out in Schedule 1. Invoices must quote the applicable Purchase Order (PO) number provided by the Company. 4.4 Payment Terms: The Company shall pay properly disputed and undisputed invoices within [30] days of receipt (Net [30] terms) via BACS transfer to the bank account designated in writing by the Consultant. 4.5 Late Payment: Statutory interest and compensation for debt recovery costs may be claimed under the Late Payment of Commercial Debts (Interest) Act 1998 for any overdue sums. 4.6 VAT: All sums payable under this Agreement are exclusive of Value Added Tax (VAT), which shall be added to the invoice at the prevailing rate where legally applicable, subject to the provision of a valid VAT invoice.

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5. STATUS OF THE CONSULTANT

5.1 Independent Contractor: The Consultant is engaged as an independent contractor and not as an employee, worker, partner, or agent of the Company. Nothing in this Agreement shall constitute an employment relationship or create a partnership or agency between the Parties. 5.2 Exclusivity: The Consultant retains the absolute right to provide similar services to other clients, entities, or individuals during the Term, provided that such activities do not create an actual conflict of interest or result in a breach of confidentiality obligations. 5.3 Tax and National Insurance: The Consultant shall be solely and exclusively responsible for the payment of all UK income tax, Corporation Tax, National Insurance contributions, and any other similar liabilities arising out of or in connection with the remuneration received under this Agreement. The Consultant shall indemnify and keep indemnified the Company on a continuing basis against any tax assessments, fines, penalties, interest, or costs levied against the Company by HM Revenue & Customs (HMRC) resulting from a recharacterization of the Consultant as an employee or worker of the Company.

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6. INTELLECTUAL PROPERTY RIGHTS (IPR)

6.1 Pre-existing IPR: Each Party shall retain ownership of all Intellectual Property Rights owned or controlled by it prior to the Effective Date or developed independently of this Agreement ("Pre-existing IPR"). 6.2 Assignment of Deliverables: The Consultant hereby assigns to the Company, with full title guarantee and free from all third-party rights, all Intellectual Property Rights in the Deliverables created specifically under this Agreement upon their creation. 6.3 Further Assurance: The Consultant agrees to execute all such documents and do all such acts as the Company may reasonably request to perfect the Company’s title to the Intellectual Property Rights assigned under Clause 6.2. 6.4 Moral Rights: The Consultant hereby irrevocably waives all moral rights arising under Chapter IV of the Copyright, Designs and Patents Act 1988, and any broadly equivalent rights anywhere in the world, in respect of the Deliverables.

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7. CONFIDENTIALITY

7.1 Obligation of Confidence: Each Party undertakes that it shall not at any time during the Term, and for a period of [5] years after termination of this Agreement, disclose to any person any Confidential Information concerning the business, affairs, customers, clients, or suppliers of the other Party, except as permitted by Clause 7.2. 7.2 Permitted Disclosure: A Party may disclose the other Party's Confidential Information:

• (a) to its employees, officers, representatives, contractors, or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other Party's confidential information comply with this Clause 7; and
• (b) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority. 7.3 Exclusions: The obligations of confidentiality shall not apply to information that is publicly known other than through a breach of this Agreement, already in the lawful possession of the receiving party, or independently developed without reference to the disclosing party's Confidential Information.

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8. DATA PROTECTION (GDPR)

8.1 Compliance: Both Parties shall comply with all applicable requirements of the Data Protection Legislation (being the UK GDPR and the Data Protection Act 2018). 8.2 Roles: To the extent that the Consultant processes personal data on behalf of the Company in connection with the Services, the Parties acknowledge that the Company is the Data Controller and the Consultant is the Data Processor. The Parties shall enter into a compliant Data Processing Agreement (DPA) if required by operational parameters.

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9. WARRANTIES & INDEMNITY

9.1 Consultant Warranties: The Consultant warrants, represents, and undertakes that:

• (a) it has the full capacity and authority to enter into and perform this Agreement;
• (b) the Services will be performed with all due skill, care, and competence by appropriately qualified and experienced personnel; and
• (c) the Deliverables and their use by the Company will not infringe the Intellectual Property Rights or any other rights of any third party. 9.2 Indemnity: The Consultant shall indemnify and hold harmless the Company against all losses, damages, liabilities, costs (including legal fees), and expenses incurred by or awarded against the Company arising out of or in connection with any breach by the Consultant of its warranties under Clause 9.1 or any claim that the Deliverables infringe a third party's Intellectual Property Rights.

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10. LIMITATION OF LIABILITY

10.1 Unlimited Liability: Nothing in this Agreement limits or excludes either Party's liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation; or
• (c) any other liability which cannot be limited or excluded by applicable English law. 10.2 Cap on Liability: Subject to Clause 10.1, each Party's total aggregate liability to the other Party under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Fees paid or payable by the Company to the Consultant under this Agreement in the [12] months preceding the event giving rise to liability (or the total contract value if the event occurs within the first 12 months). 10.3 Consequential Loss: Subject to Clause 10.1, neither Party shall be liable to the other for any indirect or consequential loss, loss of profit, loss of business, loss of anticipated savings, or depletion of goodwill.

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11. TERMINATION

11.1 Termination for Convenience: Either Party may terminate this Agreement at any time by giving not less than [30] days' written notice to the other Party. 11.2 Termination for Cause: Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

• (a) the other Party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within [14] days of being notified in writing to do so;
• (b) the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, or ceasing to carry on business; or
• (c) the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business. 11.3 Consequences of Termination: Upon termination of this Agreement for any reason:
• (a) the Consultant shall immediately cease all work under the Services;
• (b) the Company shall pay the Consultant for all undisputed Services properly performed up to the date of termination;
• (c) each Party shall return and make no further use of any equipment, property, documents, and other items (and all copies of them) belonging to the other Party; and
• (d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

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12. GENERAL PROVISIONS

12.1 Force Majeure: Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances, or causes beyond its reasonable control (including acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, nuclear, chemical or biological contamination, strike, lock-out or industrial action). 12.2 Variation: No variation of this Agreement shall be effective unless it is in writing and signed by the authorized representatives of both Parties. 12.3 Waiver: A waiver of any right or remedy under this Agreement or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 12.4 Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. 12.5 Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. 12.6 Third-Party Rights: Except as expressly provided, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. 12.7 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 that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

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EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

For and on behalf of [Company Name]:

Signature: __________________________________
Name: [Authorized Signatory Name]
Title: [Director / Authorized Signatory]
Date: [Date]

For and on behalf of [Consultant Full Legal Name / Consultant Company Name]:

Signature: __________________________________
Name: [Consultant Name / Representative Name]
Title: [Director / Sole Trader]
Date: [Date]

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SCHEDULE 1: STATEMENT OF WORK (SOW)

1. Scope of Services

[Detailed description of the consulting tasks, duties, milestones, and operational objectives to be achieved.]

2. Deliverables

[Itemized list of tangible outputs, documents, reports, or code repositories to be delivered by the Consultant.]

3. Timeline / Milestones

• Milestone 1: [Description and Completion Date]
• Milestone 2: [Description and Completion Date]
• Final Delivery: [Completion Date]

4. Fees and Payment Schedule

• Fee Structure: [Fixed Fee of £X / Daily Rate of £X / Hourly Rate of £X]
• Total Estimated Value: [Total Amount exclusive of VAT]
• Payment Milestones:
  • [X]% upon execution of Agreement / SOW
  • [X]% upon completion of Milestone 1
  • [X]% upon final delivery and acceptance of Deliverables

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STEP-BY-STEP EXECUTION GUIDE

1. Fill in the Blanks: Replace all bracketed placeholders (e.g., [Company Name], [Date], [Amount]) throughout the main text and Schedule 1 with accurate commercial terms. Ensure company registration numbers correspond strictly to Companies House records if operating via limited companies.
2. Review IR35 Status: Ensure the operational terms reflect genuine self-employment (e.g., right of substitution where practical, freedom of working method, no mutual obligation of continuous work) to safeguard against HMRC IR35 classification challenges.
3. Execution (Signing): Ensure both Parties sign via authorized signatories (Directors or authorized agents). Under English law, wet-ink signatures, electronic signatures complying with eIDAS standards (e.g., DocuSign, Adobe Sign), and scanned counterparts are legally binding.
4. Filing & Archiving: Store the fully executed PDF version in the corporate legal repository. Provide a copy to the Consultant for their corporate records. Attach signed Statements of Work consecutively as appendices for ongoing or phased engagements.