Consultancy terms and conditions

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Standard terms of business for an individual or company providing consultancy services.

Author: Alasdair Taylor
Updated: 16 April 2024
Length: 10 pages (min.)
Notes: 11 pages (min.)
Format: MS Word (.DOCX)

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 four versions: basic, standard, premium and B2B/B2C.

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.

Consultancy T&Cs: B2B and B2C version

This version includes clauses taking into account the requirements of consumer protection legislation. Most notably, it includes clause covering both distance and doorstep contracts.  It is based on the standard version of the consultancy T&Cs.

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

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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