For consultants

Contracts for consultants

A UK consultant needs a signed consultancy agreement before the first workshop: the topics, the time, day-rate or fixed fee, who owns the reports, IR35 working practices, , and a . Under CDPA 1988 s.11 you own freelance work you create; s.90 requires an in writing, signed. Lex drafts that on one shared link.

Last updated 3 November 2026

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Templates consultants use most

Client workConsulting agreementA consulting agreement sets out advice and expertise you provide to a client, billed by the day, the month or the project.Read →Client workStatement of workA statement of work sets the scope, deliverables, milestones and fees for one project under a wider services agreement.Read →HiringIndependent contractor agreementAn independent contractor agreement hires someone to do work as a business of their own, setting the work, pay, ownership and how the arrangement ends.Read →Client workFreelancer agreementA freelancer agreement sets the brief, deliverables, rate, rights and payment terms between a freelancer and a client.Read →Client workRetainer agreementA retainer agreement sets a monthly fee for a set amount of your time or availability, and what happens to unused hours.Read →NDAs & IPMutual NDAA mutual NDA lets two businesses share confidential information both ways before a deal, and says what each side can do with it.Read →Client workServices agreement (MSA)A services agreement sets the standing terms for every project with a client, so each new job needs only a short statement of work.Read →

Which clauses decide a consultant contract?

Five lines decide most consultancy jobs: who owns the reports, the fee shape (day-rate or fixed), IR35 working practices, the liability cap, and the deposit. Write them in a consulting agreement before the first workshop. Lex puts them on one paper the client signs from a link.

The clauses that usually decide a UK consultancy job. Assignment of copyright must be in writing, signed — CDPA 1988 s.90. Contract wording alone does not decide IR35.
ClauseWhat it doesTypical consultancy line
Services and feeWhat advice you sell, and how they pay.Named topics and days; day-rate or a fixed project fee.
IP of reportsWho owns new reports, decks and your methods. of named reports on full payment; frameworks stay yours.
IR35 working practicesHow you actually work: autonomy, substitution, mutuality.Outcome, not hours; a genuine substitute; no promise of further work.
Liability capHow much you are on the hook for if the advice is used badly.Cap at the fees; death and personal injury stay in.
DepositMoney before the diary is reserved.30–50% on signature; work does not start until it lands.

What contract does a consultant need?

Start from a consulting agreement. It is the paper for advice, time and a fee, not a finished product. A single project hangs a statement of work under those standing terms. A monthly advice slot sits on a retainer. If the job is mostly making — a site, a brand, a build — use a freelancer agreement instead. Company-to-company contractor terms can start from an independent contractor agreement. If you are sharing unpublished findings before the deal is signed, a mutual NDA sits next to it. How to write a consulting agreement is the shorter how-to. What should a UK consultant contract include? is the England and Wales deep-dive. Lex drafts from one sentence; the client signs from one link.

Who owns the advice and the reports?

You do, unless you assign them. Copyright, Designs and Patents Act 1988 s.11 makes the author the first owner of freelance copyright in a report or deck. Section 90 says an assignment is not effective unless it is in writing, signed. Paying an invoice does not move ownership. Licence named reports on full payment, and keep frameworks, checklists and tools as pre-existing materials. See intellectual property assignment and Who owns the advice and the reports?.

Should you charge a day rate or a fixed fee?

A day-rate pays for time. A fixed fee and a retainer pay for a named package of days or a named project. Write what a day means, unused-days, expenses that need approval, and a right to pause if an invoice is overdue. A deposit of 30–50% on signature, with work paused until it lands. There is no default UK right to keep a deposit; both sides have to agree it. See Should you charge a day rate or a fixed fee?.

How should IR35 and off-payroll be written?

No label decides the tax. From 6 April 2021, public authorities and medium or large clients must give a status determination statement that says whether you would be an employee if engaged directly, with reasons, reached with reasonable care. Small private-sector clients leave that decision with your company. Write autonomy, a genuine substitution right and no promise of further work — and then work that way. HMRC looks at the contract and the working practices together. Put substitution in assignment and subcontracting. The longer checklist is IR35 contract clauses checklist.

How should liability and substitution be written?

Cap liability at the fees. You cannot exclude death or personal injury caused by negligence — Unfair Contract Terms Act 1977 s.2. You advise; they decide. Do not guarantee their revenue. A genuine substitution right — a suitably qualified substitute you pay — is a strong IR35 pointer only if they would actually let you send one. See limitation of liability and How a freelancer caps liability.

What should the deposit and kill fee say?

A deposit of 30–50% on signature, with work paused until it lands. A kill fee if they cancel: work done plus a set share of the remaining fee. There is no default UK right to keep a deposit; both sides have to agree it. Write the sums in the paper. See client cancels: can you keep the deposit?.

Frequently asked questions

What contract does a consultant need?

A consultancy agreement covering the topics, the time, day-rate or fixed fee, who owns the reports, IR35 working practices, deposit, kill fee and a liability cap. Start from the consulting agreement template. How to write a consulting agreement is the shorter how-to; the UK guide is the England and Wales deep-dive.

Do I own the reports until I am paid?

Yes, unless you assigned copyright in writing, signed. CDPA 1988 s.11 makes you the first owner of freelance copyright. s.90 requires a signed written assignment. Paying an invoice does not move ownership. Write a licence or assignment on full payment.

If my contract says I am a consultant, am I outside IR35?

No. The label does not decide the tax. From 6 April 2021, medium or large clients and public authorities must give a status determination statement. Small private-sector clients leave the decision with your company. Write autonomy, substitution and mutuality so they match how you actually work.

Do consultants limit their liability?

Yes. Consultancy contracts include a liability cap, linked to the fees. In England and Wales, the Unfair Contract Terms Act 1977 says liability for death or personal injury caused by negligence cannot be excluded. You advise; they decide. Do not guarantee their revenue.

Can I keep the deposit if the client cancels?

Only if both sides agreed a deposit or kill fee. There is no default UK right to keep money described as a deposit after the fact. Write the sum, when it is due, and what happens on cancellation.

Can my client sign without creating an account?

Yes. You share one link, the client reads the agreement in Plain English, agrees and signs. It is free for them.

Sources

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The legal wording governsLast reviewed 3 November 2026Pending lawyer review