Consulting Agreement for United Kingdom
Generate a consulting agreement that complies with United Kingdom law β with 7 mandatory clauses and 5 compliance checks built in.
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Key legal considerations
You are generating a UK consulting agreement governed by English law. 1. IMPLIED TERMS: Under the Supply of Goods and Services Act 1982, s.13 implies that services will be carried out with reasonable care and skill. s.14 implies reasonable time for performance. s.15 implies reasonable charge if not pre-agreed. 2. LIABILITY: Limitation clauses must comply with UCTA 1977. Cannot exclude liability for death/personal injury from negligence (s.2(1)). Other exclusions must be reasonable (s.2(2), s.3, s.11). The test of reasonableness considers: strength of bargaining positions, whether the customer could have contracted elsewhere, whether the customer knew or ought to have known of the term, and the resources available. 3. IR35: If the consultant operates via a personal service company, IR35 rules apply. Structure the agreement to reflect genuine independence. 4. PROFESSIONAL INDEMNITY: Consultants should carry PI insurance. Consider requiring a minimum level in the contract. 5. IP: Unlike employment, consulting IP does not automatically vest in the client. Explicit assignment or licence is needed.
What's required
Mandatory clauses for a valid consulting agreement under United Kingdom law.
Scope of Consulting Services
Limitation of Liability
Unfair Contract Terms Act 1977, s.2(1), s.3, s.11
Late Payment of Commercial Debts
Late Payment of Commercial Debts (Interest) Act 1998
UK GDPR / Data Protection Act 2018 Compliance
Data Protection Act 2018; UK GDPR (retained EU law)
Contracts (Rights of Third Parties) Act 1999 Exclusion
Contracts (Rights of Third Parties) Act 1999
Governing Law and Jurisdiction
Electronic Signatures
Electronic Communications Act 2000
What's prohibited
Terms and provisions that are void or unenforceable under United Kingdom law.
Exclusion of liability for death or personal injury caused by negligence
Section 2(1) of the Unfair Contract Terms Act 1977 renders void any contract term that purports to exclude or restrict liability for death or personal injury resulting from negligence.
Unfair Contract Terms Act 1977, s.2(1)
Legal references
Key statutes and regulations that govern consulting agreements in United Kingdom.
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Supply of Goods and Services Act 1982
Supply of Goods and Services Act 1982, c.29
Implies a term that services will be carried out with reasonable care and skill (s.13), within a reasonable time (s.14), and at a reasonable charge if not agreed (s.15).
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Unfair Contract Terms Act 1977
Unfair Contract Terms Act 1977, c.50
Restricts the extent to which liability arising under a contract or tort can be excluded by contract terms. Certain exclusions (death/personal injury from negligence) are void.
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Late Payment of Commercial Debts (Interest) Act 1998
Late Payment of Commercial Debts (Interest) Act 1998, c.20
Gives businesses a statutory right to claim interest on late payments at 8% above Bank of England base rate.
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Data Protection Act 2018 / UK GDPR
Data Protection Act 2018, c.12
UK data protection framework implementing UK GDPR. Applies to all processing of personal data by UK controllers and processors.
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Contracts (Rights of Third Parties) Act 1999
Contracts (Rights of Third Parties) Act 1999, c.31
Allows third parties to enforce contractual terms in certain circumstances. Most commercial contracts exclude its application.
Compliance checklist
Automated compliance checks for every United Kingdom consulting agreement.
Scope of services clearly defined
criticalLiability limitation is reasonable
criticalIR35 implications considered
warningProfessional indemnity insurance
warning
+1 more compliance checks
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