Consultancy Agreement - Company - Tripartite Version (Engaging Named Consultant)

Consultancy Agreement - Company - Tripartite Version (Engaging Named Consultant)

TR.C&L.06.03

This Consultancy Agreement - Company: Tripartite version (engaging named consultant) should be used where a Consulting Company intends to provide consulting services to a Client and a specific individual is employed by the Consulting Company as a Consultant to perform the services for the Client.

This document is compliant with the GDPR (General Data Protection Regulation).

The Consulting Company, the Consultant and the Client are all party to this Agreement. The template reflects current good practice and is drafted to create a balanced relationship between the three parties.

Under this form of agreement, the individual Consultant performing the services is also a party to the agreement. Hence this template is only appropriate where this party is identifiable as a specific individual to act throughout the period of the agreement and where this party has agreed to be bound by this agreement.

This template creates a more preferable agreement for both the Consulting Company and the Client, since the Consultant is bound by certain undertakings and warranties. As a result, the Consulting Company need not 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.

This template might be regarded as use by the individual Consultant of the Consulting Company as his personal service or other intermediary company, giving rise to the 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, and the risk 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 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 Operator
5. Warranties of the Operator
6. Warranties of the Consultant
7. Price and Payment
8. Expenses
9. Late Payment
10. Access and Facilities
11. Intellectual Property
12. Waiver of Moral Rights
13. [Advertising]
14. Conflicting Activities
15. Non-Solicitation
16. Non-Competition
17. Data Protection
18. Data Processing
19. Cancellation
20. Termination
21. Effects of Termination
22. Confidentiality
23. Force Majeure
24. Relationship of the Parties
25. No Waiver
26. Severance
27. Entire Agreement
28. Non-Assignment
29. Third Party Liability
30. Communication
31. Notices and Service
32. Further Assurance
33. Arbitration
34. Agreement in Counterparts
35. Set Off
36. Applicable Law and Jurisdiction

SCHEDULES:

1. Specifications
2. The Services
3. Time for Completion of Services
4. Expenses
5. Facilities
6. Fee/Rate
7. Time for rendering invoices
8. Cancellation Provisions
9. Address to which invoices to be sent
10. Address to which notices are to be sent
11. Address to which any request for advertising to be sent
12. Company’s Representative
13. Purchasing Representative
14. Necessary Permits and Permissions
15. Safety and Security Requirements
16. Data Processing

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