Consultancy (Company) App Developer Agreement
This Consultancy (Company) App Developer Agreement has been designed for
use by a freelance smartphone / tablet app developer contracting through a
personal service (or other intermediary) company to provide his services to
business clients rather than contracting directly as an individual. (The
accompanying template, the
Freelance App Developer Agreement
, is to be used instead when the app developer is an individual).
The Data Protection provisions in the document reflect data protection law
requirements. One of those provisions refers to a Privacy Notice available
on request. You might wish to use the standard Privacy Notice for this
purpose: you can find it by clicking
This agreement aims to reduce the risk that, under employment law and any
other applicable law, despite use of a personal service (or other
intermediary) company, the app developer is regarded as an employee as
opposed to a self-employed contractor.
Nevertheless, he might still be treated as an employee by HMRC, an
employment tribunal or any other body, and legislation (such as IR35,
agency worker, or other rules) might still apply in a way which adversely
impacts the app developer or his company’s legal, tax or NIC position.
Whether that is so will depend not just on what is contained in this
contract but also on all other circumstances. Those circumstances may
include the way in which the contract is implemented, and all arrangements
between the company, the client, and the app developer.
HMRC provides some guidance on its website about employment,
self-employment, IR35, and agency workers. Its decisions on these points
are often based on a “balancing exercise” in which it gives weightings to
various factors. However, neither the HMRC guidance nor case law are
sufficiently precise to enable anyone to predict how in any particular case
the “balancing exercise” would be carried out or what HMRC’s conclusion
would be about that particular case. For that reason we recommend that,
before you decide to use or adapt this template, you take professional
advice in relation to your particular circumstances as to any impact on the
company and the app developer of employment law, tax, and NIC rules.
A carefully worded contract ensuring the independence of the company is
still a key starting point. Unlike an employee, the company is an
independent contractor which is free to provide any suitably qualified
person rather than only the app developer or any other particular
individual having to do the work, it is free to determine when, where and
how work is completed (subject of course to the client’s requirements), it
is free to take on other clients, and, most importantly, it may be subject
to penalties if the work is not completed on time.
Payment under this agreement may take the form of a single flat fee or
initial fee followed by a series of milestone payments.
Moreover, the fee also serves as consideration for the assignment to the
client of the copyright (and any other IP rights) in the work produced by
the app developer. This assignment by the app developer to the client of
all copyright and other IP rights in the work means that the client will
own all of those rights exclusively, and so the client will be free to use
and exploit the work as it wishes. The app developer is not granted any
right to use or exploit any of the work, and consequently will not have any
right to make any use of any of the work for their own (or any third party)
Each party provides warranties and indemnities to the other with regard to
the non-infringement of third party intellectual property rights.
Optional phrases / clauses are enclosed in square brackets. These should be
read carefully and selected so as to be compatible with one another. Unused
options should be removed from the document.
This Consultancy (Company) App Developer Agreement contains the following
1. Definitions and Interpretation
2. Engagement of the Developer
3. Nature of Engagement
4. Status of the Developer
6. Intellectual Property
7. Developer’s Warranties and Developer’s and Client’s Indemnities
8. Client’s Warranties
11. Data Protection
12. Data Processing
14. Force Majeure
15. Nature of the Agreement
18. Alternative Dispute Resolution
19. Law and Jurisdiction
and the following schedules:
1. The App
2. Client’s Materials
3. Data Processing
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