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Consultancy Agreement Template in UK

A Consultancy Agreement is a legal contract between a business or freelancer and an independent consultant. It outlines the services, fees, payment terms, duties, intellectual property rights, and other legal protections to set the working relationship and prevent disputes between a business and an independent consultant.

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Reviewed by Ali Talip Pınarbaşı, solicitor
Last Update June 4, 2026

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What is a Consultancy Agreement?Consultancy Agreement sample Word & PDFWhat needs to be included in a Consultancy Agreement?Related documentsConsultancy Agreement FAQs

What is a Consultancy Agreement?

A Consultancy Agreement is a legal document that is typically created between a business and a self-employed individual or company (“Consultant”) providing services.

It outlines the terms regarding what specific services the consultant will perform, the timeline for delivery of the services and for how long, as well as payment details and how you can end the contract.

This type of agreement should also clarify that the consultant is not an employee so that you can avoid disputes over tax, employment rights, or contractual obligations.

Using a written agreement gives both you and the other party clarity and protects your interests throughout the professional relationship.

Who needs a Consultancy Agreement Template?

A Consultancy Agreement is useful for you if you are hiring an independent consultant for your business or providing services on a freelance or project basis.

More specifically, you should use a Consultancy Agreement if you:

  • own a business and want to hire a consultant for a specific task or project
  • are a sole trader or limited company offering consultancy services to clients
  • own a start-up that is bringing in experts to support growth or development
  • are a consultant working across multiple clients and needing clear terms for each engagement
  • an agency or contractor managing multiple assignments under specific terms

You can take advantage of our Consultancy Contract Agreement Template to help you provide a reliable structure that can be adapted to suit different industries or service types.

Once you have it completed, you can have it reviewed by a solicitor to make sure it’s ready to be used.

You can also use our LawGenius AI tool to quickly summarise your document and get any key information in seconds.

Consultancy Agreement sample Word & PDF

Before writing your own agreement, it is recommended that you look over an example. Review the following Consultancy Agreement example to see what your document should be structured like.

uk-consultancy-agreement-sample
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PDFWORD

What needs to be included in a Consultancy Agreement?

To keep things clear and avoid disputes between you and the other party in the agreement, your document should cover the following key elements:

  • Parties involved: Clearly identify each party involved by including your full names and addresses. If the consultant provides his/her services through his/her company, clarify this in the contract.
  • Range of services: Describe the services to be provided by the consultant, including key deliverables, the consultant’s responsibilities, and objectives of the engagement.
  • Project timeline: Outline the timeline and milestones for when the consultant will complete each task
  • Duration: State when the agreement starts and ends.
  • Fees and payment terms: Specify the consultant’s rate, payment dates and methods, and if a retainer applies.
  • Expenses: Set out which party is responsible for additional expenses like travel, equipment, or materials.
  • Substitution: Address whether the consultant will be allowed to provide a substitute to perform the services.
  • Quality standards: Outline what quality standards a consultant must follow.
  • Warranties: Include a warranties clause that lists warranties provided by both parties.
  • Non-exclusivity: Clearly state that there is no exclusive business relationship
  • Confidentiality and IP: Include clauses covering confidentiality and who owns any intellectual property that is created.
  • Termination terms: Outline how either party can terminate the agreement, if possible, and any notice required.
  • Legal terms: Include governing law, data protection, liability limits, indemnity, and any non-compete clauses.
  • Signatures: Sign the document with the other party to make it legally binding.

Related documents

There are similar contracts and agreements you can use to set terms and payment information. Have a look at these documents to help you provide a service or run your business.

Consultancy Agreement FAQs

For more information regarding creating and using Consultancy Agreements, review the answers to the following frequently asked questions below.

ZIR35 rules may apply if you're hiring or working as a consultant through a limited company. These rules establish whether the consultant is genuinely self-employed or should be treated as one of your employees for tax matters.

However, a Consultancy Agreement by itself does not prove IR35 status. The actual working relationship, whether the client has to offer work, whether the consultant has to accept work, and other factors, like exclusivity and substitution, will be looked at. This is why it’s important to review your IR35 status or seek professional advice before signing.

Consultants and contractors have certain things in common; for example, both are self-employed. However, the nature of their services can differ, and this affects how agreements are written and how IR35 may apply.

Consultants typically provide expert advice or specialist knowledge in a particular field. Their work is often project-based and strategic.

Other contractors will usually do more practical or operational tasks. For example, this could be software development or copywriting.

Yes, a Consultancy Agreement can be terminated by either party if they correctly follow the terms set out in the contract.

This will typically be laid out in the document’s termination clause.

Some agreements also let you terminate the contract immediately for reasons like breach of contract or non-performance.

Preview of your Consultancy Agreement

CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of the ________ day of ________________, ________.
THE CLIENT:
_________
of _________
(the "Client")
THE CONSULTANT:
_________
of _________
(the "Consultant")
WHEREAS
A. The Client considers the Consultant to possess the necessary qualifications, experience, and abilities to provide the services described herein; and
B. The Consultant agrees to provide such services to the Client upon the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Client (hereinafter referred to as the "Client") and the Consultant (hereinafter referred to as the "Consultant", and collectively referred to as the "Parties"), agree as follows:
SERVICES
      1. The Client hereby engages the Consultant to provide the following services to the Client (the "Services"):

          a. .

SCOPE OF SERVICES
      2. The Services may also include such other tasks as may be mutually agreed upon in writing by the Parties.
TERM AND TERMINATION
      3. The term of this Agreement (the "Term") shall commence on the date written above of this Agreement and shall continue until the Services are completed, subject to earlier termination as provided herein. The Term may be extended by mutual written agreement of the Parties.
PERFORMANCE
      4. The Parties shall do all things reasonably necessary to give effect to this Agreement.
CURRENCY
      5. Unless otherwise stated in this Agreement, all sums referred to herein are in pounds sterling (£).
PAYMENT
      6. The Client shall be charged by the Consultant a flat fee of £ for the Services herein provided under this Agreement (the "Payment").
      7. The Consultant shall provide the Client with an invoice when the Services are completed.
      8. All Invoices shall be submitted by the Consultant to the Client upon receipt.
      9. The Consultant shall be responsible for all income tax liabilities and National Insurance contributions (or similar taxes) relating to the Payment, and shall indemnify the Client against any such payments the Client is required to make.
      10. The Consultant shall not be entitled to reimbursement for any expenses incurred in connection with the provision of the Services under this Agreement.
TRADE SECRETS
      11. "Trade Secrets" means any secret and proprietary data, information, techniques, processes, tools, mechanisms, formulae, compounds, patterns, or test results relating to the Client's business, the disclosure of which could reasonably be expected to harm the Client and which provide the Client with a competitive advantage.
      12. The Consultant shall not disclose, divulge, reveal, report, or use, for any purpose, any Trade Secrets obtained by the Consultant, except as authorised by the Client or as required by law. These obligations shall apply during the Term and shall survive the termination of this Agreement indefinitely.
OWNERSHIP OF INTELLECTUAL PROPERTY
      13. All intellectual property and related materials, including any Trade Secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design, and trade name (the "Intellectual Property") developed or produced under this Agreement shall be the sole property of the Client. The Client's use of the Intellectual Property shall be unrestricted.
      14. The Consultant shall not use the Intellectual Property for any purpose other than as expressly provided in this Agreement, except with the prior written consent of the Client. The Consultant shall be liable for any and all losses, costs, damages, and expenses arising from any unauthorised use of the Intellectual Property.
RETURN OF PROPERTY
      15. The Consultant shall return to the Client all property, documents, records, and confidential information in the Consultant's possession or control that belong to the Client, on the expiry or termination of this Agreement.
CAPACITY/INDEPENDENT CONSULTANT
      16. When providing the Services under this Agreement, the Consultant expressly acts as an independent consultant and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, but constitutes a contract for services.
RIGHT OF SUBSTITUTION
      17. Unless otherwise stated in this Agreement, the Consultant may, at its sole discretion, engage a subconsultant to perform some or all of its obligations under this Agreement. The Client shall not engage any third parties to assist with the provision of the Services.
      18. If the Consultant engages a sub-contractor:

          a. The Consultant shall be responsible for the sub-contractor's fees, and the Payment shall remain payable by the Client to the Consultant.
          b. For the purposes of the indemnity provisions of this Agreement, the sub-contractor shall be deemed to be an agent of the Consultant.
AUTONOMY
      19. Unless otherwise stated in this Agreement, the Consultant shall have sole control over the working time, methods, and decision-making related to the Services provided under this Agreement. Further, the Client shall allow the Consultant to work autonomously. Lastly, the Consultant shall be responsive to the Client's reasonable needs and concerns.
EQUIPMENT
      20. Except as otherwise provided in this Agreement, the Consultant shall, at its own expense, provide all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.
NO EXCLUSIVITY
      21. The Parties acknowledge that this Agreement is non-exclusive and that either Party is free, both during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
NOTICE
      22. All notices, requests, demands, or other communications required or permitted by this Agreement must be in writing and delivered to the Parties at the following addresses:

          _, _______
          _____, _______

However, the Parties may send notifications to such other addresses as the Parties may from time to time notify the other.
INDEMNIFICATION
      23. Each Party agrees to indemnify and hold harmless the other Party to the extent permitted by law, except to the extent paid in settlement from any applicable insurance policies, and its respective affiliates, officers, agents, employees, successors, and permitted assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, and reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, successors, and permitted assigns that occurs in connection with this Agreement. This indemnification survives the termination of this Agreement.
MODIFICATION OF AGREEMENT
      24. No amendment or modification of this Agreement, nor any additional obligation assumed by either Party in connection with this Agreement, will be binding unless it is in writing and signed by each Party or their authorised representative.
TIME OF THE ESSENCE
      25. Time is of the essence. No extension or variation of this Agreement will constitute a waiver of this provision.
ASSIGNMENT
      26. The Consultant must not, whether voluntarily or by operation of law, assign or otherwise transfer its obligations under this Agreement without the Client's prior written consent.
ENTIRE AGREEMENT
      27. The Parties agree that no representation, warranty, collateral agreement, or condition affects this Agreement except as expressly provided in it.
ENUREMENT
      28. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.
TITLES/HEADINGS
      29. Headings are for convenience only and do not affect the interpretation of this Agreement.
GENDER
      30. Words in the singular include the plural and vice versa. Words in the masculine include the feminine and vice versa.
GOVERNING LAW
      31. This Agreement shall be governed by and construed under the laws of England.
SEVERABILITY
      32. If any provision of this Agreement is held to be invalid or unenforceable, in whole or in part, the remaining provisions will remain valid and enforceable, with the invalid or unenforceable part severed from this Agreement.
WAIVER
      33. No waiver by either Party of any breach, default, delay, or omission by the other Party of any provision of this Agreement will be construed as a waiver of any subsequent breach of the same or any other provision.
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________ day of ______________, .

_______
Date: _________________________
________________
_____
Date: _________________________

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