Consultancy Agreement - Company - Tripartite Version (Engaging Named Consultant)
The data protection provisions in this document have been updated with reference to the UK GDPR.
This Consultancy Agreement - Company: Tripartite version (engaging named consultant) should be used where it is intended that a Consulting Company will provide consulting services to a Client and a specific named individual will be employed by the Consulting Company as a Consultant to perform those services for the Client.
The Consulting Company, the named Consultant and the Client are all party to this Agreement. Since the individual Consultant is a party to the agreement, this template is only appropriate where that person is identifiable as a specific individual to act throughout the period of the agreement and where that person has agreed to be bound by this agreement. The document does not permit another individual to be substituted for the Consultant by the Consulting Company. If you do not wish a specific individual Consultant to be a party to the Agreement, you may wish to consider using one of the other templates in this subfolder instead.
The template reflects current good practice and is drafted to create a balanced relationship between the three parties but nevertheless you should consider whether it needs to be adapted to meet your particular requirements in all respects.
Since the Consultant gives certain undertakings and warranties directly to the Client under this form of agreement, the Consulting Company does not need to take the risk of making these undertakings and warranties on behalf of the Consultant, and the Client has a second party to seek remedies from on the occurrence of non-performance of the services or any other breach of the agreement by the other two parties.
Since the engagement of the Consultant to work on behalf of the Consulting Company under this agreement might amount to use of the Consulting Company as the personal service company of the Consultant, there is a risk that, under employment law and any other applicable law, the Consultant is regarded by HMRC, an employment tribunal or any other body as an employee of the Client, and that legislation (such as IR35 or other rules) might adversely impact the Consultant’s or the Consulting 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 Consulting Company, the Client, and the individual Consultant.
HMRC provides some guidance on its website about employment, self-employment, and IR35. 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 Consultancy Agreement - Company: Tripartite version (engaging named consultant), you take professional advice in relation to your particular circumstances as to any impact on the Consulting Company, and the individual Consultant of employment law, tax, and NIC rules.
This document is compliant with the relevant data protection law.
This Consultancy Agreement - Company: Tripartite version (engaging named consultant) contains the following Clauses:
1. Definitions and Interpretation
2. Appointment and Duration
3. Time for Performance
4. Obligations of the Consulting Company
5. Warranties of the Consulting Company
6. Warranties of the Consultant
7. Price and Payment
9. Late Payment
10. Access and Facilities
11. Intellectual Property
12. Waiver of Moral Rights
14. Conflicting Activities
17. Data Protection
18. Data Processing
21. Effects of Termination
23. Force Majeure
24. Relationship of the Parties
25. No Waiver
27. Entire Agreement
29. Third Party Rights
31. Notices and Service
32. Further Assurance
34. Applicable Law and Jurisdiction
35. Agreement in Counterparts
Time for Completion of Services
Time for rendering invoices
Address to which invoices to be sent
Address to which notices are to be sent
Address to which any request for advertising to be sent
Necessary Permits and Permissions
Safety and Security Requirements
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