Consultancy terms and conditions

This is a T&Cs-style consultant contract template. It has been designed for use in relation to a wide variety of different kinds of consultancy services, including management consultancy, business consultancy and IT consultancy services.

Each time the consultant wishes to enter into a contract with a client, the consultant should agree a statement of work - provided in skeleton form with this document - with the client. Each statement of work will contain the particulars of the contract (services, deliverables, charges and so on) and incorporate the terms and conditions by reference.

The T&Cs may be adapted to favour the interests of one party over the other, or to balance the interests of the parties.

The document is available in three versions: basic, standard and premium.

Consultancy T&Cs: basic version

This is our basic consultancy terms and conditions document. It is designed to be short (by lawyer standards) and easy to use, rather than comprehensive and bullet-proof.

Consultancy T&Cs: standard version

This document contains everything in the basic consultancy terms and conditions template that we supply, and much else besides.

The additional provisions include the following:

• options allowing for the licensing and/or assignment of intellectual property;
• a confidentiality clause protecting the client; (iii) flexible provisions regarding the assignment of contractual rights and obligations;
• a force majeure clause;
• an optional minimum term;
• more detailed provisions regarding services and service provision;
• clauses allowing for client materials and/or third party materials to be incorporated into the deliverables;
• variation of charges;
• an optional indemnity protecting the client;
• liability caps;
• more flexible termination provisions; and
• a special contractual notices clause.

Consultancy T&Cs: premium version

In addition to the clauses in the "standard" consultancy contract, the "premium" version includes:

• a straightforward procedure for acceptance testing and approval; mutual (rather than unilateral) indemnities in the case of a breach of contract;
• mutual (rather than unilateral) confidentiality provisions;
• a data processor clause;
• non-solicitation clauses; and
• more detailed boilerplate clauses.

T&Cs vs agreement

This document is substantively identical to our consultancy agreement; the differences are all of form.

Basic consultancy T&Cs

1. Definitions
2. Term
3. Services
4. Deliverables
5. Licence
6. Charges
7. Payments
8. Warranties
9. Limitations and exclusions of liability
10. Termination
11. Effects of termination
12. Status of Consultant
13. Subcontracting
14. General

Standard consultancy T&Cs

1. Definitions
2. Term
3. Services
4. Deliverables
5. Client Materials
6. Intellectual Property Rights
7. Charges
8. Payments
9. Consultant's confidentiality obligations
10. Warranties
11. Indemnity
12. Limitations and exclusions of liability
13. Force Majeure Event
14. Termination
15. Effects of termination
16. Status of Consultant
17. Notices
18. Subcontracting
19. Assignment
20. No waivers
21. Severability
22. Third party rights
23. Variation
24. Entire agreement
25. Law and jurisdiction
26. Interpretation

Premium consultancy T&Cs

1. Definitions
2. Term
3. Services
4. Deliverables
5. Acceptance
6. Client Materials
7. Intellectual Property Rights
8. Charges
9. Expenses
10. Timesheets
11. Payments
12. Consultant's confidentiality obligations
13. Consultant's publicity obligations
14. Client's confidentiality obligations
15. Client's publicity obligations
16. Data protection
17. Warranties
18. Indemnities
19. Limitations and exclusions of liability
20. Force Majeure Event
21. Termination
22. Effects of termination
23. Non-solicitation of personnel
24. Status of Consultant
25. Notices
26. Subcontracting
27. Assignment
28. No waivers
29. Severability
30. Third party rights
31. Variation
32. Entire agreement
33. Law and jurisdiction
34. Interpretation

This template is supplied in Word (.doc) format. The basic agreement is 21 pages long, including 9 pages of guidance notes; the standard agreement is 43 pages long, including 20 pages of guidance notes; and the premium agreement is 50 pages long, including 23 pages of guidance notes.

Do these T&Cs allow the consultant to sub-contract to others? Or must the consultant do all the work under the T&Cs itself?

The T&Cs enable you to adapt the document for either possibility. In some cases, you may want to specify those obligations that can and cannot be subcontracted. In other cases, you may want to specify those persons to whom such obligations can or cannot be subcontracted.

How are intellectual property rights in the work product of the consultant dealt with in the standard T&Cs?

There are two different options: an assignment of IP rights or a licence of IP rights. An assignment is a transfer of ownership, whereas a licence is a right to do some defined thing or things without infringing the underlying IP.

What is the difference between the non disclosure provisions in the premium document, and those in the standard consultancy T&Cs?

The provisions in the standard document place obligations upon the consultant to keep confidential and protect the customer's confidential information. In this document, those provisions are supplemented by obligations upon the customer to keep confidential and protect the consultant's confidential information.

What sort of works / materials do the third party rights section in the premium version cover?

This particular clause is drafted at a very general level, and may in principle be used in relation to any works or materials that are supplied by the consultant to the customer, but protected by IP rights owned by a third party. There are different options for how such works and materials may be treated:

• direct licensing by the rights owner to the customer, either on the owner's standard T&Cs or on other terms notified by the consultant;
• sub-licensing by the consultant to the customer, either on notified terms or on the basis of a license set out in the agreement.

Is this consultancy T&Cs document suitable for ongoing consultancies or one-off engagements?

It can be used for either. Three alternative "term" provisions are included:

• the first provides that the agreement continues until specifically terminated by a party;
• the second provides that the agreement will continue until the deliverables thereunder are formally accepted by the customer (subject obviously to express rights of termination); and
• the third provides that the agreement will continue until some other date or event (again, subject to express termination rights).

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