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Draft my consultancy agreement — free preview →CONSULTANCY AGREEMENT
Business-to-Business Provision of Consultancy Services
THIS CONSULTANCY AGREEMENT (the "Agreement") is made on __________
BETWEEN:
(1) __________ (Company Number: __________), whose registered office is at __________ (the "Client"); and
(2) __________ (Company Number: __________), whose registered office is at __________ (the "Consultant").
BACKGROUND
(A) The Consultant has expertise in __________.
(B) The Client wishes to engage the Consultant to provide consultancy services on the terms of this Agreement, and the Consultant has agreed to provide them on those terms.
AGREED TERMS
1. DEFINITIONS AND INTERPRETATION
(1.1) In this Agreement the following words have the following meanings:
"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
"Confidential Information" means all information of a confidential nature (in any form) concerning the business, affairs, customers, clients, suppliers, plans, finances, know-how or products of a party or of any member of its group, disclosed or made available to the other party in connection with this Agreement.
"Deliverables" means all documents, reports, analyses, recommendations, materials and other outputs produced by the Consultant in the course of providing the Services, including those listed in Schedule 1.
"Fees" means the fees payable for the Services as set out in clause 5 and Schedule 1.
"Intellectual Property Rights" means patents, rights to inventions, 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 information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered, including all applications for and renewals or extensions of such rights, and all similar or equivalent rights in any part of the world.
"Key Personnel" means __________ and any replacement approved by the Client under clause 3.3.
"Services" means the consultancy services described in clause 2 and Schedule 1, together with any other services the parties agree in writing that the Consultant shall provide.
"Term" means the period described in clause 4.
(1.2) Clause and Schedule headings do not affect interpretation. The Schedules form part of this Agreement. A reference to "writing" includes email. The words "include" and "including" are illustrative and do not limit the sense of the preceding words.
2. THE SERVICES
(2.1) The Consultant shall provide the Services to the Client from the Start Date in accordance with this Agreement. The Services comprise: __________.
(2.2) The Consultant shall: (a) perform the Services with the highest standard of skill, care and diligence to be expected of a competent professional experienced in work of a similar nature; (b) deliver the Deliverables by any dates agreed in Schedule 1, time being of the essence only where Schedule 1 expressly states so; (c) comply with all reasonable instructions of the Client and with the Client's health and safety, security and site rules notified to the Consultant; (d) comply with all applicable laws and regulations; and (e) keep the Client informed of progress and promptly notify the Client of any matter likely to delay or affect the Services.
(2.3) The Client shall: (a) co-operate with the Consultant in all matters relating to the Services; (b) provide, in a timely manner, such information, materials, access to premises and personnel as the Consultant reasonably requires; and (c) ensure that any information it provides is accurate and complete in all material respects. The Consultant shall not be liable for delay or failure to the extent caused by the Client's failure to comply with this clause.
(2.4) Changes to the scope of the Services shall be agreed in writing, including any adjustment to the Fees and timetable, before the changed work begins.
A consultancy agreement sets out what a consultant will do for a client, what they will be paid, who owns the work, and what happens if it goes wrong. It is the contract to use when a business engages an individual or a small firm for expertise on a defined project or for a number of days a month.
Most consultancy disputes are not about bad work; they are about work that was never defined. The agreement should say what the services are, what deliverables are expected and by when, how changes are agreed, and what the client must provide (information, access, decisions) for the consultant to deliver. A schedule with the scope in plain words is worth more than any boilerplate.
Fees by the day or as a fixed price; invoicing and payment terms; VAT; expenses. Statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 applies to business-to-business debts (8% above base rate plus a fixed sum) unless the contract provides a substantial remedy, so the draft refers to it. The consultant is an independent contractor, not an employee: the agreement should make that clear and the working arrangements should match. Where the consultant works through their own company, the client's position on the off-payroll (IR35) rules should be stated: medium and large clients must determine the status; small clients are exempt and the consultant's company decides.
By default the person who creates a piece of work owns the copyright, even if they were paid to make it. If the client is to own the deliverables the agreement must assign them, usually on payment, with a waiver of moral rights, and the consultant's own pre-existing materials are licensed rather than transferred. Confidentiality survives the end of the engagement, and if the consultant handles the client's customer data the agreement needs UK GDPR processor terms.
A cap on liability, commonly the fees paid or a fixed sum, with the usual exclusions that cannot be capped (death or injury by negligence, fraud). Notice periods on both sides, immediate termination for serious breach or insolvency, and what is handed over on exit. Professional indemnity insurance where the advice could cause financial loss.
They overlap. Use the consultancy agreement for advice and defined deliverables; use the self-employed contractor agreement for ongoing hands-on work. Either can be adapted to your case in the questions.
Only if the consultant works through a limited company. The agreement asks and includes the right statement for a small-client exemption or a client determination.
Only with consent, in the standard draft. A genuine right of substitution supports self-employed status; ask for it if that matters to you.
Whoever the agreement says. The default in Scorpia's draft is that the client owns deliverables on payment and the consultant keeps their background materials under licence.
Yes. A cap at the fees paid in the previous twelve months, or a fixed figure, is standard; it cannot exclude death or personal injury caused by negligence or fraud.
No. Scorpia is software that drafts and checks documents. It is not a law firm and does not give legal advice. For a dispute, a company sale or anything unusual, use a solicitor.