Consultancy terms and conditions (standard)
This is a T&Cs-style consultant contract, which may be used for example in relation to management consultancy, business consultancy and/or IT consultancy services.
The contract assumes that the specifics of any engagement will be recorded by the parties in another document, referred to in this template as a statement of work. A skeleton version of the statement of work is provided.
This document contains everything in the basic consultancy terms and conditions, and much else besides. The additional provisions include: options allowing for the licensing and/or assignment of intellectual property; a personal data processing clause; a confidentiality clause protecting the client; 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.
The document may be adapted to favour the interests of one party over the other, or to balance the interests of the parties. If you are looking for a more sophisticated document, you should consider our premium consulting contract; and if you are looking for something simpler, see the basic version.Ask about this document
Consultancy terms and conditions (standard) contents
- Definitions: definitions.
Term: commencement of term; end of term: indefinite, or deliverables delivered, services completed and payment made; each contract distinct.
- Services: obligation to provide services; standard of services; devotion of personnel to services; keeping customer informed of services; services: compliance with reasonable customer requests; services: compliance with internal policies.
- Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties.
- ClientMaterials: supply of second party materials; licence ofClientmaterials; warranties relating to second party materials.
Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; mixed assignment and licence of rights; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
- Consultant's confidentiality obligations: first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.
- Data protection: compliance with data protection laws; warranty of Client's right to disclose personal data (GDPR); details of personal data processed bythe Consultant(GDPR); purposes of processing of personal data bythe Consultant(GDPR); duration of personal data processing byConsultant(GDPR); personal data processed byConsultanton instructions (GDPR); authorised international transfers of personal data (GDPR); informingClientof illegal instructions (GDPR); personal data processed byConsultantas required by law (GDPR); confidentiality obligations onConsultantpersons processing personal data (GDPR); security of personal data processed byConsultant(GDPR); appointment of sub-processor byConsultant(GDPR); authorisation forConsultantto appoint sub-processors (GDPR);Consultantto assist with exercise of data subject rights (GDPR);Consultantto assist with compliance (GDPR); obligation to notifyClientof personal data breach (GDPR);Consultantto provide data protection compliance information (GDPR); deletion of personal data byConsultant(GDPR);Consultantto allow audit (GDPR); changes to data protection law.
- Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations (statement of work).
- Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Status of Consultant: first party is independent contractor not employee; no redundancy or compensation.
- Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
- Assignment: assignment by first party; assignment by second party.
- No waivers: no unwritten waivers of breach; no continuing waiver.
- Severability: severability of whole; severability of parts.
- Third party rights: third party rights: benefit; third party rights: exercise of rights.
- Variation: variation in writing and signed.
- Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
- Law and jurisdiction: governing law; jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (DATA PROCESSING INFORMATION)
- Categories of data subject: prompt for categories of data subject.
- Types of
Personal Data: prompt for types of personal data.
- Purposes of processing: prompt for personal data processing purposes.
- Security measures for
Personal Data: prompt for security measures for personal data.
- Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.
STATEMENT OF WORK