Free Consultancy Terms and Conditions Template

Consultancy Terms and Conditions

Date: [insert date]

1. Definitions

1.1 In these terms and conditions, the following definitions shall apply:

(a) "Business Day" means any day which is not a Saturday, Sunday, or public holiday in [England and Wales];

(b) "Client" means the person or entity identified as the client in the Statement of Work;

(c) "Confidential Information" means any information disclosed by one party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure;

(d) "Consultant" means [Insert your company/business name];

(e) "Deliverables" means the deliverables produced by the Consultant as specified in the Statement of Work;

(f) "Intellectual Property Rights" means patents, rights to inventions, copyright, trade marks, business names, domain names, rights in designs, database rights, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered;

(g) "Services" means the consultancy services to be provided by the Consultant as set out in the Statement of Work;

(h) "Statement of Work" means the document setting out the scope and particulars of the Services to be provided under these terms and conditions.

2. Consultancy services

2.1 The Consultant shall provide the Services to the Client in accordance with the Statement of Work and these terms and conditions.

2.2 The Consultant shall exercise reasonable skill, care, and diligence in the performance of the Services.

2.3 The Consultant shall use reasonable endeavours to perform the Services in accordance with any timetable set out in the Statement of Work, but time shall not be of the essence in respect of the provision of the Services.

2.4 The Consultant shall comply with all applicable laws, regulations, and professional standards in the performance of the Services.

2.5 The Consultant may, with the prior written consent of the Client, subcontract the performance of all or any part of the Services to a suitably qualified third party.

3. Client obligations

3.1 The Client shall co-operate with the Consultant in all matters relating to the Services and shall provide the Consultant with such information, materials, and access as the Consultant may reasonably require in order to perform the Services.

3.2 The Client shall ensure that any information it provides to the Consultant is accurate and complete in all material respects.

3.3 The Client shall appoint a named representative to act as the primary point of contact for the Consultant in relation to the Services.

3.4 The Client shall obtain and maintain all necessary licences, permissions, and consents required for the Consultant to perform the Services.

4. Fees and payment

4.1 In consideration of the provision of the Services, the Client shall pay the fees as set out in the Statement of Work (the "Fees").

4.2 [The Fees shall be calculated on the basis of [a fixed fee of £[amount] / the Consultant's daily rate of £[amount] per day / the Consultant's hourly rate of £[amount] per hour].]

4.3 The Consultant shall invoice the Client [monthly in arrears / upon completion of the Services / in accordance with the payment schedule set out in the Statement of Work].

4.4 The Client shall pay each invoice within [30] days of the date of the invoice. Payment shall be made by [bank transfer] to the account specified by the Consultant.

4.5 All amounts payable under these terms and conditions are exclusive of VAT, which shall be added at the prevailing rate where applicable.

4.6 If the Client fails to make any payment due under these terms and conditions by the due date, the Consultant shall be entitled to charge interest on the overdue amount at the rate of [4]% per annum above the base rate of the Bank of England from time to time, accruing daily from the due date until payment is made.

5. Expenses

5.1 The Client shall reimburse the Consultant for all reasonable expenses properly incurred by the Consultant in the performance of the Services, provided that the Consultant has obtained the prior written approval of the Client for any individual expense exceeding £[amount].

5.2 The Consultant shall provide receipts or other evidence of expenditure as the Client may reasonably require.

5.3 The Consultant shall invoice expenses [together with the Fees / separately], and such invoices shall be payable in accordance with Section 4.

6. Intellectual property

6.1 All Intellectual Property Rights in the Deliverables shall be [assigned to and vest in the Client / retained by the Consultant, with a licence granted to the Client as set out in this Section].

6.2 [The Consultant hereby assigns to the Client, with full title guarantee, all Intellectual Property Rights in the Deliverables, including any future rights, and agrees to execute all documents and do all things necessary to give effect to this assignment.]

6.3 The Consultant warrants that the Deliverables will not infringe the Intellectual Property Rights of any third party.

6.4 Nothing in these terms and conditions shall prevent the Consultant from using any general knowledge, skills, experience, techniques, or know-how acquired or developed in the course of performing the Services.

7. Confidentiality

7.1 Each party undertakes that it shall not at any time during the term of the engagement or after its termination disclose to any person any Confidential Information of the other party, except as permitted by this Section.

7.2 Each party may disclose the other party's Confidential Information:

(a) to its employees, officers, agents, consultants, or subcontractors who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under these terms and conditions, provided that the disclosing party takes all reasonable steps to ensure that such persons comply with the confidentiality obligations contained in this Section; and

(b) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

7.3 The obligations of confidentiality in this Section shall not apply to any information that is or becomes generally available to the public other than as a result of a breach of this Section.

8. Data protection

8.1 Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018 (together, the "Data Protection Legislation") in connection with the performance of these terms and conditions.

8.2 Where the Consultant processes personal data on behalf of the Client in the course of providing the Services, the Consultant shall act only on the documented instructions of the Client and shall implement appropriate technical and organisational measures to protect the personal data.

8.3 The parties shall enter into a separate data processing agreement where required by the Data Protection Legislation.

9. Limitation of liability

9.1 Nothing in these terms and conditions shall limit or exclude either party's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability which cannot be limited or excluded by applicable law.

9.2 Subject to Section 9.1, neither party shall be liable to the other party for any indirect, special, or consequential loss or damage, including but not limited to loss of profit, loss of business, loss of opportunity, or loss of goodwill.

9.3 Subject to Section 9.1, the total aggregate liability of the Consultant under or in connection with these terms and conditions shall not exceed [the total Fees paid and payable under the relevant Statement of Work / £[amount]].

10. Termination

10.1 Either party may terminate the engagement by giving not less than [30] days' written notice to the other party.

10.2 Without affecting any other right or remedy available to it, either party may terminate the engagement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of these terms and conditions which is irremediable or, if remediable, fails to remedy that breach within a period of [14] days after being notified in writing to do so;

(b) the other party becomes insolvent, enters into administration, receivership, or liquidation, or takes or suffers any similar action in any jurisdiction.

10.3 On termination of the engagement for any reason, the Consultant shall promptly deliver to the Client all Deliverables (whether complete or incomplete) and all property belonging to the Client that is in the Consultant's possession or control.

10.4 Termination shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination.

11. Status of consultant

11.1 The Consultant is an independent contractor and nothing in these terms and conditions shall create, or be deemed to create, a partnership, joint venture, or relationship of employer and employee between the Client and the Consultant.

11.2 The Consultant shall be responsible for the payment of all taxes, National Insurance contributions, and similar charges arising out of or in connection with the engagement, including any liability arising from any determination that the Consultant is not an independent contractor.

11.3 The Consultant shall not be entitled to any employee benefits from the Client, including but not limited to holiday pay, sick pay, pension contributions, or any other benefits.

12. Entire agreement

12.1 These terms and conditions, together with the Statement of Work, constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

12.2 Each party acknowledges that in entering into the engagement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty that is not set out in these terms and conditions or the Statement of Work.

12.3 No variation of these terms and conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13. Law and jurisdiction

13.1 These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of [England and Wales].

13.2 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 these terms and conditions or their subject matter or formation (including non-contractual disputes or claims).

Signed for and on behalf of the Client:

Name: [authorised signatory name]

Position: [position]

Date: [date]

Signature: ___________________________

Signed for and on behalf of the Consultant:

Name: [authorised signatory name]

Position: [position]

Date: [date]

Signature: ___________________________

This document was created using a free template from SEQ Legal.