Most consulting agreements run to thirty pages to say four things. I'll do the work I said I'd do, with proper skill and care. You'll pay what we agreed, when I ask you to. What's yours stays yours, and what's confidential stays confidential. If either of us wants to stop, we say so in writing and settle up fairly. Everything below is just those four sentences, with the detail filled in. Plain English throughout, on purpose.
I'm Ian Sharpe, a freelance consultant trading as ConsultingPartner.io ("I", "me"). You're the client ("you"). Each piece of work is agreed in a short Statement of Work or engagement email ("SOW") that describes what I'll do, by when, and for how much. These terms apply to every SOW; if the two ever conflict, the SOW wins.
Curious what an SOW actually looks like? Download an example (PDF). Two pages, plain English, no surprises. Real ones are just as short.
I provide advice, analysis and deliverables. Decisions, and responsibility for them, stay with you; it's your business. Timescales are good-faith estimates and rely on you giving me reasonable access to the people and information the work needs. Where a job needs more than one pair of hands, I may bring in trusted associates; I remain responsible for their work and for their compliance with these terms.
Prices are as agreed in the SOW. I'm not registered for VAT, so no VAT is added; if that changes I'll tell you, and VAT will apply to invoices from the date of registration. One-off engagements are payable in advance. Retainers are invoiced monthly in advance. Project work is invoiced against agreed milestones, starting with a mobilisation payment. Invoices are payable within 14 days, by bank transfer to the account named on the invoice. If an invoice is late I may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and pause work until it's settled. Pre-agreed travel and expenses are recharged at cost. Unused retainer days don't roll over unless the SOW says so.
Once an invoice is paid in full, the deliverables created for you are yours. The methods, frameworks and know-how I brought with me stay mine, with a permanent licence for you to keep using them inside your business. I may reuse general lessons and anonymised patterns from our work, but never your confidential information.
Each of us keeps the other's confidential information confidential, uses it only for the engagement, and shares it only with people who need it and are bound to keep it confidential too, or where the law requires. This survives for five years after we finish. I may say you're a client (name and logo) unless you ask me not to in the SOW.
We each comply with UK GDPR and the Data Protection Act 2018. If I process personal data on your behalf, we'll put a short data processing agreement in place first.
I work freelance; legally, I'm a self-employed sole trader. I'm responsible for my own tax and National Insurance, I decide how the work gets done, and I'm free to work for other clients. Nothing in these terms makes me your employee, worker, partner, agent or officer, and neither of us will present the relationship otherwise.
Neither of us will poach the other's people. During an engagement and for six months after, neither of us will solicit for employment or engagement anyone from the other side who was materially involved, without written consent. Breaching this costs a fee of 25% of that person's first-year pay.
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law says can't be limited. Subject to that, my total liability under an engagement is capped at the fees you've paid under the relevant SOW in the 12 months before the claim, and neither of us is liable to the other for loss of profit, revenue, anticipated savings, goodwill or data, or for indirect or consequential loss. I carry professional indemnity insurance and will evidence it on request. My advice is for you alone; it may not be relied on by anyone else.
One-off engagements end when I deliver. Retainers roll monthly after any initial term in the SOW, and either of us can end them with 30 days' written notice. Projects end on completion, or as the SOW says. Either of us can end an engagement immediately if the other seriously breaches these terms and doesn't fix it within 14 days of being told, or becomes insolvent. On any ending, you pay for work done and unavoidable commitments up to that date, and I refund, pro rata, anything paid in advance for work not yet done, unless the ending was caused by your serious breach.
Neither of us is liable for delays caused by things genuinely beyond our control. Neither of us can hand this agreement to someone else without the other's consent, not unreasonably withheld. These terms plus the SOW are the whole agreement, and changes only count in writing. Notices can be sent by email. No one other than you and me gets rights under this agreement. These terms are governed by the law of England and Wales, and any disputes go to its courts.