Consultancy Freelancer Agreements drafted by expert lawyer
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Consultancy Agreement Lawyers
PAIL® Solicitors offers bespoke consultancy freelancer contracts for businesses and startups that are seeking specialist expertise in drafting a Consultancy Freelancer Agreement. Contact us via the above form or on (020) 7305-7491 or at peter@pailsolicitors.co.uk, and we would be delighted to assist you (Charge rates may vary).
What do you need to cover in a consultancy agreement?
As consultancy agreement lawyers, several of our clients find themselves needed if consultants or freelancers. For example, a hairdressing salon may use specialist stylists, a website development agency may use a specialist programmer, a specialist lawyer, accountant, architect, graphic designer, SEO manager, and IT director all might be needed for a short-term project. The list of consultants that might be needed is as long as you can imagine.
You have put together the core team for your project but there are certain critical skill sets that are needed that you either cannot afford to possess in-house or simply cannot find anyone with that skill that wants their service to belong to your business, in other words, you cannot employ the skill resource. As a general guide, an employee is a contract of service while a consultant is a contract for service.
However, hiring a consultant is not as straightforward as you might think.
What do you need to help you in hiring a consultant or freelancer?
1. Non-disclosure agreement
Consultancy Agreement Lawyers
The first item is that the consultant/freelancer must agree to non-disclosure of the client’s confidential information, non-circumvention of the client’s business, and non-solicitation of the client’s employees. This prohibition on the consultant/freelancer is usually part of a separate agreement signed before the consultancy/freelancer agreement.
The client does not want to have to disclose the confidential information in instructions to agree to the consultancy/freelancer agreement.
2. Types of consultancy agreements
Self-employed consultant
This is the most common type of consultancy agreement. The consultant is a self employed individual that performs a service and pays their own tax.
Contract with a service company
The consultant is the sole director of a limited company that contracts with the client.
3. Payment
Consultancy services are either fixed price services; charged at an hourly rate or paid in installments on delivery of a milestone within a project. Your contracts need to be clear about payment and what is to be delivered.
4. Statement of Work
Website Design Consultant
Most disputes happen regarding what services are to be delivered as part of “projects”. Make sure services and projects are clearly defined. Determine the deliverables, price and all other requirements. The Client must provide their detailed requirements in the contract as part of a statement of work which is added as an addendum or attachment to the main agreement. These requirements should include (but not be limited to):
project delivery time-frame or milestones;
description of any subjective elements of the project like aesthetics providing similar examples;
breakdown of all expected deliverables;
any other expectations for the work.
5. Updates and Delivery
Specify delivery times and when and how the consultant/freelancer should provide progress updates and response times. The last thing you need is to be on a tight delivery deadline for your project and the consultant/freelancer has gone missing in action.
6. Quantifiable Loss
Consultant/freelancer must deliver work within the delivery times. You should specify the cost to you if they don’t deliver on time or at all. That cost will be borne by the consultant/freelancer as defined in agreement and agreed with the Buyer upfront for the project. But be careful the clause must not be perceived as a penalty clause. Penalty clauses are unlawful.
7. Make payment
You’ve got to pay the consultant/freelancer. Bear in mind that you can be sued for anticipatory repudiating breach if you refuse or are unreasonably late in making payments. Consultants/freelancers must fulfill their obligations to you but you need to pay for the work delivered.
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8. Change of scope
Sometimes things go wrong and there needs to be a change in the scope of work. This may be either the client or consultants/freelancers or nobody’s fault. There must be specifications about how a change in the scope of work will be processed. Consultants/freelancers should be given an opportunity Freelancers to make right any errors in work delivery. Likewise, consultants/freelancers should allow clients to change the scope of the deliverables. If requirements/ scope changes materially the consultant/freelancer may need to propose a change to a previously agreed price. This must be explicitly agreed upon in a written proposal which is added as an addendum to the statement of work, and the client must confirm whether they wish to proceed with the additional scope for the extra cost; with adjustments of delivery times if necessary.
9. Quality
The agreement must specify that the consultant/freelancer must deliver a high standard of work, appropriately meeting the client’s needs.
For example in a website, mobile app, software, hardware or any type of technology build the consultant/freelancer must ensure that all deliverables are:
error-free (alpha and beta tested);
fully address each of the client’s defined requirements;
are a complete set of deliverables as defined in the agreement or as agreed in the statement of work as part of the requirements for the project;
and are of a standard consistent with the level of expertise indicated in the marketplace for a competent consultant/freelancer of that industry.
10. Intellectual Property and Customer Data
The law is that copyright for commissioned work belongs to the author not the client unless the work is created in the course of employment. Under UKGDPR the data owner and processor both have obligations regarding customer data. The consultancy/freelancer agreement must specify how intellectual property is dealt with and ownership and compliance with regard to customer data.
11. Disputes
The consultancy/freelancer agreement needs to deal with how disputes between the parties are resolved. A dispute resolution process between the client and consultant/freelancer is advisable but if a peaceable solution cannot be reached, an alternative dispute resolution and ultimate litigation with the jurisdiction and law agreed upon should be specified.
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