Consulting agreement template for England and Wales
A consulting agreement drafted under the law of England and Wales. Below: what it is usually called here, what the legislation says, and the governing-law clause this draft prints.
What is a consulting agreement called in England and Wales?
In England and Wales this is usually called a consultancy agreement.
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What changes under the law of England and Wales?
'Consultancy agreement' is the usual UK name. Because the work is advice, the reliance and liability wording matters more than in a delivery contract, and UCTA's reasonableness test applies to how far negligence liability is limited.
Liability for death or personal injury caused by negligence cannot be excluded or restricted by a contract term; other negligence liability can be limited only so far as the term is reasonable. Consumer contracts are carved out to the Consumer Rights Act 2015, whose s.31 lists liabilities a trader cannot exclude in contracts for goods.
Statutory interest on late payment of commercial debts is set by order under the Late Payment of Commercial Debts (Interest) Act 1998; gov.uk states the rate as 8% plus the Bank of England base rate.
In England and Wales, an electronic signature is admissible in evidence on any question about the authenticity or integrity of a communication or data.
This agreement and any dispute arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
In Plain English: if there is a dispute, the law of England and Wales decides what the contract means, and the named courts hear it. It does not say this is the right choice for you; that depends on where the parties are and what they agree.
The other clauses, in Plain English
Legal wording · example
1Fees and expenses
The Client shall pay [rate] per day, invoiced monthly in arrears, plus reasonable expenses approved in advance in writing.
In Plain English
You bill your days at the end of each month, and the client pays agreed expenses they okayed first.
The Client is responsible for decisions it takes based on the Services. The Consultant's liability is limited to the fees paid in the [3] months before the claim.
In Plain English
The client decides what to do with your advice; if something goes wrong, your liability is capped.
Is it 'consulting' or 'consultancy' agreement in the UK?
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Both are understood; 'consultancy agreement' is the more common UK term.
Can I charge interest if the invoice is paid late?
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Between businesses, statutory interest is available under the Late Payment of Commercial Debts (Interest) Act 1998. gov.uk states the rate as 8% plus the Bank of England base rate. A contract can also set its own rate.
Can a consultancy agreement be signed electronically in England?
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Usually, yes. An electronic signature is admissible in evidence (Electronic Communications Act 2000 s.7), and the Law Commission's 2019 report says it is capable of executing a document where the signer intends to authenticate it. A consultancy agreement is commonly a simple contract, not a deed, so no witness is needed.