Employment & Team generatorUnited Kingdom
Consultancy Agreement (England & Wales, IR35-aware)
A consultancy (independent contractor) agreement for a genuinely self-employed consultant or their personal service company, drafted to reflect a true business-to-business relationship and IR35 / employment-status considerations under English law.
What is a Consultancy Agreement?
A Consultancy Agreement (England & Wales, IR35-aware) engages a genuinely self-employed consultant, or their personal service company, as an independent contractor. It is drafted to reflect a true business-to-business relationship and the IR35 / employment-status considerations under English law.
Companies engaging a consultant or contractor, and consultants operating through their own limited company (PSC), who need clarity on IR35 and status.
Consultancy Agreement template, current for 2026
The 2026 refresh adds off-payroll working (IR35) status wording, the worker-status risk factors (substitution, control, mutuality of obligation), and an IP assignment and tax indemnity aligned to English law.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Consultancy Agreement live as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it before you sign and coordinates sign-off by locally admitted counsel where the governing law requires it. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Who is the Client (the business engaging the consultant)? The company or person paying for the services. Their correct legal name and address are needed for the parties clause and notices.
- What type of entity is the Client? Sets the correct legal descriptors (company number vs. sole trader) and drives the IR35 status-determination clauses, which fall away where the Client is a small private company or an individual.
- Is the Client a 'small' company (or an individual/overseas client outside the off-payroll rules)? Under the Chapter 10 / off-payroll working rules the Client, if a medium or large UK business, must issue a Status Determination Statement. Small clients and wholly-overseas clients are outside those rules, so the IR35 responsibility sits with the consultant's PSC.
- Is the Client a public-sector body or in a regulated sector? Public-sector and regulated clients often impose additional standards, security requirements and transparency obligations, and are always within the off-payroll rules. Choose yes to add a short compliance-with-Client-standards clause.
- Is the consultant contracting personally, or through a personal service company (PSC)? IR35 (the intermediaries legislation) only bites where an intermediary such as a limited company or partnership stands between the individual and the Client. This changes who the contracting party is and which tax-status clauses apply.
- Who is the Consultant's personal service company (the Intermediary)? The limited company or LLP that contracts with the Client and supplies the individual. Named as the contracting counterparty.
- Full name of the individual consultant who will perform the services The named person the Intermediary supplies (or, if contracting personally, the contracting party). Used in the personnel and substitution clauses.
- Consultant's contact/registered details (address for notices) Where the consultant is contracting personally, this captures their trading name and address for the parties clause and notices.
- Require right-to-work confirmation and any security clearance/vetting? Adds a clause requiring the individual and any substitute to have the right to work in the UK and to hold and maintain any clearance, vetting or accreditation the Client reasonably requires. Recommended for regulated, public-sector or security-sensitive work.
- Describe the Services the consultant will provide A clear, output-focused description of the deliverables. Framing the engagement around results (not hours worked under supervision) supports a genuine business-to-business/outside-IR35 position.
- List the specific deliverables, milestones or outputs (if any) Concrete deliverables reinforce that the consultant is engaged for a result rather than to be told what to do day to day.
- Start date of the engagement Sets the commencement of the term and the reference point for any minimum period or notice.
- How should the term run? A fixed project term supports a genuine contractor relationship; a rolling term is common but should still be terminable on notice to avoid looking like employment.
- Fixed end date The date the engagement automatically ends unless extended.
- How are fees calculated? A fixed project fee or deliverable-based fee is the strongest fit for outside-IR35; day/hour rates are acceptable but should be paired with genuine autonomy over how and when work is done.
- Fee amount (in GBP) The core price. For a day/hourly rate this is the rate; for a fixed fee it is the total. Displayed with a pound sign in the agreement.
- Minimum committed days over the term (day/hour rate only) For a day or hourly rate, the minimum number of chargeable days the Client commits to pay for whether or not it calls off that quantity of work. Leave blank if there is no minimum commitment.
- Deposit or kill-fee payable on signature (GBP, optional) An optional non-refundable commitment fee or deposit paid up front to reserve capacity, credited against the first invoice. Leave blank if none.
- Is the Consultant currently registered for VAT? If registered, the Consultant adds VAT on a valid VAT invoice. If not, the clause anticipates future registration. Either way all Fees are stated exclusive of VAT.
- Any additional fee detail (caps, milestone amounts, rate reviews)? Captures nuances such as a cap on total fees, the amount per milestone, or a rate-review mechanism.
- Are pre-approved expenses reimbursable? Reimbursing genuine, pre-approved project expenses is fine; routinely covering the consultant's overheads can point toward employment.
- How often will the consultant invoice? Sets the billing cadence. Contractor-style invoicing (rather than a fixed monthly salary run) supports self-employment.
- Payment term, days to pay a valid invoice The period within which the Client must pay a correct invoice. Common terms are 14 or 30 days.
- Has a Status Determination Statement (SDS) already been issued, and what was the outcome? Only relevant where a medium/large UK Client engages a PSC. If the Client has already assessed IR35 status, record the outcome so the tax clauses reflect it; otherwise the Client must issue the SDS before the first payment.
- How much control does the Client have over how the work is done? Lack of Client control over the manner, method, hours and place of work is a key outside-IR35 factor. Choose the option that reflects reality; misstating control undermines the whole position.
- Should the consultant have a genuine right to send a substitute? A real, unfettered right of substitution is one of the strongest indicators of a contract for services (outside IR35). Only include it if the Client will in practice accept a competent replacement.
- May the consultant work for other clients during the engagement? Freedom to work for others (non-exclusivity) supports being in business on one's own account. A non-compete-style exclusivity leans toward employment.
- Who provides the equipment used for the Services? A consultant providing their own material equipment supports self-employment; relying wholly on Client kit points the other way.
- Who owns intellectual property created in the Services? Most clients require assignment of project IP. This clause assigns present and future rights and includes a licence-back or retained-tools carve-out as chosen.
- Include a confidentiality clause? Standard for any engagement touching non-public information. Rarely omitted.
- Will the consultant process personal data on the Client's behalf? If yes, UK GDPR requires processor obligations (Article 28) in the contract, including a named international-transfer mechanism (IDTA or UK Addendum). Choose yes only where the consultant will in fact handle personal data for the Client.
- Include post-termination restrictions (non-solicit of clients/staff/suppliers)? Light-touch non-solicitation can be reasonable; heavy restraints resemble employment and may be unenforceable against a genuine contractor. Keep them proportionate.
- Non-solicitation period after termination (months) Duration of any post-termination non-solicit. Keep it short (commonly 6 months) to stay enforceable.
- Force majeure termination trigger (consecutive days) If a force majeure event continues for more than this many consecutive days, either party may terminate. Commonly 30 days. Defaults to 30 if left blank.
- Notice period to terminate for convenience (days) Either party's notice to end the engagement. A workable notice period is fine; a very long, salary-like notice period looks like employment.
- Require the parties to attempt mediation before litigation? Adds an optional mediation-first step (preserving the right to urgent interim relief). A short escalation to mediation can resolve disputes faster and cheaper than court.
- Require the consultant to hold professional indemnity / public liability insurance? Carrying one's own insurance is a hallmark of being in business on one's own account and supports the outside-IR35 position.
- Minimum professional indemnity cover required (GBP) The minimum level of cover the consultant must maintain, e.g. £1,000,000.
- Cap the consultant's liability? A liability cap (typically tied to fees paid) is standard. Certain liabilities (death/personal injury, fraud, tax indemnity) cannot be excluded and remain uncapped.
- Liability cap amount or basis How the cap is set, e.g. 'the total fees paid in the 12 months before the claim' or a fixed figure.
- Governing law and jurisdiction This template is drafted for the law of England and Wales. Select the courts that will have jurisdiction.
- Date of the Agreement The execution date shown at the top of the agreement and in the signature blocks.
Frequently asked
About the Consultancy Agreement and how HDAi works.
What is a Consultancy Agreement (England & Wales, IR35-aware)? +
A Consultancy Agreement (England & Wales, IR35-aware) engages a genuinely self-employed consultant, or their personal service company, as an independent contractor. It is drafted to reflect a true business-to-business relationship and the IR35 / employment-status considerations under English law. Companies use it to engage a consultant or contractor, and consultants operating through their own limited company (PSC) use it when they need clarity on IR35 and status.
Is HDAi's Consultancy Agreement (England & Wales, IR35-aware) legally binding? +
Once it is completed, reviewed, and properly signed, the Consultancy Agreement (England & Wales, IR35-aware) HDAi generates is binding. If you route the draft to a Hart David Carson attorney, the attorney reviews the commercial terms from a US-law perspective after a planning call and, because the agreement is governed by English law, coordinates with locally admitted counsel (quoted separately) before you sign.
Do I need a lawyer to use this Consultancy Agreement (England & Wales, IR35-aware)? +
Generating and downloading the Consultancy Agreement (England & Wales, IR35-aware) is free and takes minutes. If you want it finished, a licensed Hart David Carson attorney reviews the status factors, the fee structure, and the IP terms with you and coordinates with locally admitted counsel where required, which is the part no template can do.
What makes this Consultancy Agreement (England & Wales, IR35-aware) current for 2026? +
The 2026 refresh adds off-payroll working (IR35) status wording, the worker-status risk factors (substitution, control, mutuality of obligation), and an IP assignment and tax indemnity aligned to English law.
How long does the Consultancy Agreement (England & Wales, IR35-aware) take? +
Estimated time about 21 min (42 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Consultancy Agreement (England & Wales, IR35-aware) work in the United Kingdom? +
Yes. This version is drafted for United Kingdom law and terminology. It is not a relabeled U.S. form. A licensed attorney coordinates with locally admitted counsel where required.
Other jurisdictions
The same document, drafted for another jurisdiction’s law.
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