Self-Employed IT Consultant Agreement
When dealing with specialist services such as IT services, it may often be
the case that a service provider (or “main contractor” in this context)
wishes to sub-contract all or part of the services they are contracted to
This document is compliant with the GDPR (General Data Protection
If you wish to use this document in a scenario that involves personal data,
standard clauses for data protection and data processing
are available in our
GDPR & Data Protection Group.
This Self-employed IT Consultant Agreement is designed for use by an
individual IT specialist who is a sole trader working on a self-employed
sub-contractor basis and has been designed to be sufficiently broad to
cover a range of different types of work. The specific details which will
be unique to each transaction should be provided in a series of schedules,
outside the main body of the contract.
This document is designed for use alongside the IT Service Agreement, also
available from Simply-Docs. The clauses in each document are designed to
mirror and/or complement each other. In particular, this template includes
a provision to the effect that it will not come into force until the main
contract does and will terminate automatically in the event that the main
contract is terminated (subject, of course, to the obligation to make
reasonable payment for any work already completed by the sub-contractor).
Other key provisions in this form of agreement cover elements such as fees
and payment, insurance, confidentiality and liability.
This template emphasises the individual’s status as a sole trader working
as an independent sub-contractor, and under its terms the individual
sub-contractor retains a degree of independence in decision-making. This
document states that the individual is not employed by the main contractor
but self employed. It provides that the main contractor does not have to
pay taxes, national insurance contributions, pensions, benefits or similar.
Under this template, the main contractor pays fees to the sub-contractor,
and it is up to the sub-contractor to pay any sums due in respect of tax,
national insurance etc.
This form of agreement aims to reduce the risk that the individual
sub-contractor might be deemed in law to be a de-facto employee of the main
contractor rather than (and as intended) a self-employed contractor.
However, whether he is treated by HMRC, an employment tribunal, or any
other body, as a self-employed contractor will depend not just on the
content of this contract. It will also depend on all other circumstances,
including the practical implementation of the sub-contract, and the
arrangements between, and conduct of, the main contractor, the individual
sub-contractor, and any person engaged by the sub-contractor to carry out
any of the IT services for the sub-contractor.
HMRC provides some guidance on its website about self-employment, but its
decisions as to whether someone is self-employed 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
make it possible to predict how this “balancing exercise” would be carried
out or what the position will be in any situation. For that reason we
recommend that you take professional employment law, tax, and NIC advice in
relation to your particular circumstances before deciding to use or adapt
Nevertheless, a carefully worded sub-contract, ensuring the independence of
the individual sub-contractor is a key starting point. As a self-employed
individual rather than as an employee of, the main contractor, he is, for
example, free to provide a suitably qualified person in his place rather
than carry out some or all of the IT services personally, and is free to
determine when, where and how the services are completed (subject of course
to the main contractor’s and its client’s requirements).
We have also provided a version of this template, the IT (Company)
Sub-Contractor Agreement (in the Company Subcontractor Agreements
subfolder), to be used when the sub-contractor entering into the agreement
with the main contractor is a personal service company (or other
intermediary company) rather than an individual IT specialist providing the
IT services for the main contractor. Please see the information page
accompanying that version for guidance about tax, employment status, and
IR35, where the sub-contractor engaged is such an intermediary company, and
the IT services are carried out for the intermediary by the individual IT
specialist engaged by it.
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 Self-employed IT Consultant Agreement contains the following clauses:
1. Definitions and Interpretation
2. Commencement Date
3. Engagement of the Sub-Contractor
4. Status of the Sub-Contractor
5. Sub-Contractor’s Obligations
6. Service Provider’s Obligations
7. Provision of Equipment
9. Fees and Payment
14. Force Majeure
15. Term and Termination
16. Effects of Termination
17. Data Protection
18. Data Processing
19. No Waiver
20. Further Assurance
22. Assignment and Sub-Contracting
24. Relationship of the Parties
25. Third Party Rights
27. Entire Agreement
30. Dispute Resolution
31. Law and Jurisdiction
and the following schedules:
1. The Main Contract
2. The Sub-Contracted Services
5. Sub-Contractor’s Fees
7. Data Processing
This document is in open format. Either enter the requisite details in the
highlighted fields or adjust the wording to suit your purposes.
Once you have purchased access to the appropriate document folder click on
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