Client And Contractor Agreement for the United Kingdom

Client And Contractor Agreement Template for England and Wales

A legally binding agreement governed by the laws of England and Wales that establishes the terms and conditions between a client and an independent contractor for the provision of specified services. The agreement covers key aspects including scope of work, payment terms, deliverables, intellectual property rights, confidentiality, and liability provisions, while ensuring compliance with relevant UK legislation including IR35 regulations.

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What is a Client And Contractor Agreement?

The Client And Contractor Agreement is essential for businesses and individuals engaging independent contractors in England and Wales. This document establishes clear contractual relationships while maintaining compliance with UK employment and tax legislation, particularly IR35. It's designed to protect both parties' interests by clearly defining services, payment terms, intellectual property rights, and liability limitations. The agreement is particularly crucial in sectors where external expertise is regularly required, and helps prevent future disputes by establishing clear expectations and obligations.

What sections should be included in a Client And Contractor Agreement?

1. Parties: Identifies and defines the contracting parties including their registered addresses and company details

2. Background: Sets out the context and purpose of the agreement, including any relevant history or relationships

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Services: Details the services to be provided by the contractor, including scope and deliverables

5. Payment Terms: Specifies fees, payment schedule, invoicing requirements, and late payment provisions

6. Term and Termination: Duration of agreement and circumstances under which either party may terminate

7. Contractor Obligations: Key responsibilities and commitments of the contractor, including quality standards and timelines

8. Client Obligations: Key responsibilities and commitments of the client, including cooperation and access requirements

9. Confidentiality: Provisions for handling confidential information and trade secrets

10. Liability and Indemnity: Allocation of risks and liability between parties, including any limitations of liability

11. Force Majeure: Provisions for handling events beyond reasonable control of the parties

12. Governing Law and Jurisdiction: Specifies that English and Welsh law governs the agreement and related jurisdictional matters

What sections are optional to include in a Client And Contractor Agreement?

1. Intellectual Property Rights: Provisions for IP ownership, licensing, and transfer of rights when services involve creation of intellectual property

2. Data Protection: GDPR compliance and data handling requirements when personal data processing is involved

3. Non-Compete: Restrictions on competitive activities and solicitation of clients/employees for sensitive services

4. Insurance: Required insurance coverage and minimum coverage amounts for high-risk services

5. Change Control: Procedures for managing changes to services or contract terms when flexibility is needed

6. Compliance with Laws: Specific regulatory compliance requirements for regulated industries or activities

What schedules should be included in a Client And Contractor Agreement?

1. Schedule 1 - Services Description: Detailed specification of services including scope, methodology, and deliverables

2. Schedule 2 - Charges and Payment: Detailed fee structure, payment milestones, and expense policies

3. Schedule 3 - Service Levels: Performance metrics, quality standards, and remedies for failure to meet standards

4. Schedule 4 - Key Personnel: Details of key individuals involved in service delivery and replacement procedures

5. Schedule 5 - Required Insurance: Specific insurance requirements including types and minimum coverage amounts

6. Appendix 1 - Form of Change Order: Template for documenting and approving changes to services or contract terms

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Cost

Free to use

Relevant legal definitions

Clauses

Relevant Industries

Construction
Manufacturing
Energy
Infrastructure
International Trade

Relevant Teams

Finance
Treasury
Legal
Procurement
Risk Management

Relevant Roles

Chief Financial Officer
Treasury Manager
Project Manager
Contract Manager
Risk Manager

Industries

Supply of Goods and Services Act 1982: Primary legislation governing contracts for the supply of goods and services, setting out implied terms about quality of service and reasonable time and charge

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract to which they are not a direct party

Consumer Rights Act 2015: Relevant if the client is a consumer, providing consumer protection and defining rights in relation to services

Unfair Contract Terms Act 1977: Regulates contracts by restricting how far civil liability for breach of contract can be avoided through contract terms

Late Payment of Commercial Debts (Interest) Act 1998: Provides for the payment of statutory interest on late payment of commercial debts

Employment Rights Act 1996: Defines employment rights and helps determine proper contractor status versus employment

IR35 Legislation: Off-payroll working rules that ensure contractors working like employees pay similar taxes to employees

Agency Workers Regulations 2010: Ensures equal treatment for agency workers and may affect how contractors are engaged

UK GDPR: Regulates the processing of personal data and ensures data protection compliance in the UK post-Brexit

Data Protection Act 2018: The UK's implementation of data protection requirements, working alongside UK GDPR

Health and Safety at Work Act 1974: Primary legislation for workplace health and safety in Great Britain

Management of Health and Safety at Work Regulations 1999: Defines specific health and safety management requirements for workplaces

Construction Industry Scheme Regulations: Special tax rules for contractors in the construction industry

Employers' Liability (Compulsory Insurance) Act 1969: Requires employers to maintain insurance against liability for injury or disease to their employees

Copyright, Designs and Patents Act 1988: Protects intellectual property rights and governs ownership of work created during the contract

Trade Marks Act 1994: Protects registered trademarks and regulates their use in commercial relationships

Equality Act 2010: Prohibits discrimination and promotes equality in work arrangements

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What is a Client And Contractor Agreement?

What sections should be included in a Client And Contractor Agreement?

What sections are optional to include in a Client And Contractor Agreement?

What schedules should be included in a Client And Contractor Agreement?

Authors

Alex Denne

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