Free Consulting Agreement Template

CONSULTING AGREEMENT

England And Wales  ·  Supply Of Goods And Services Act 1982  ·  Outside IR35

This Consulting Agreement (the "Agreement") is made on 2026-05-04 between Meridian Retail Group Ltd (Companies House No. 09812345) of 140 Aldersgate Street, London, EC1A 4HY (the "Client") and J A Mitchell Advisory Ltd (Limited Company) of 25 Fleet Street, London, EC4A 2BB (the "Consultant"). The Client wishes to engage the Consultant to provide the Services described below, and the Consultant agrees to provide those Services as a genuine independent contractor on the terms set out in this Agreement.

In this Agreement: "Services" means the consulting services described in Clause 2; "Fees" means the fees payable under Clause 5; "Work Product" means any deliverable, report, document, software, design, know-how or other material created by the Consultant in the performance of the Services; "Confidential Information" has the meaning given in Clause 8 (where applicable); "CDPA 1988" means the Copyright, Designs and Patents Act 1988; "ITEPA 2003" means the Income Tax (Earnings and Pensions) Act 2003; "UK GDPR" means the UK General Data Protection Regulation as incorporated by section 3 of the European Union (Withdrawal) Act 2018, read with the Data Protection Act 2018. References to statutes include any re-enactment or amendment thereof. Headings are for convenience only and shall not affect interpretation.

The Consultant shall provide the following services (the "Services"): Strategic advisory services for the client's digital transformation programme, including current-state diagnostic, target operating model design, vendor selection support and executive steering-group participation. Services shall be performed Hybrid, commencing on 2026-05-04. The engagement shall run for a fixed term expiring on 2026-10-31 unless terminated earlier. Deliverables: Weekly status reports; target operating model document; vendor shortlist; final programme close-out report.

The Consultant shall perform the Services with reasonable care and skill in accordance with section 13 of the Supply of Goods and Services Act 1982 and to the standard reasonably expected of a competent professional consultant providing comparable services in the United Kingdom. The Consultant shall comply with all applicable laws, regulations and professional codes, and shall notify the Client promptly of any material change that may affect the provision of the Services.

The Consultant is engaged as an independent contractor and not as an employee, worker, agent or partner of the Client. Nothing in this Agreement shall create, or be deemed to create, a relationship of employer and employee, partnership or joint venture between the parties.

The Consultant: (a) is responsible for its own income tax, National Insurance contributions, VAT and all other taxes and statutory deductions; (b) may provide a substitute to perform the Services, subject to the Client's reasonable prior approval of the substitute's competence; (c) retains control over the manner in which the Services are performed, subject to the Client's reasonable requirements as to scope and outputs; and (d) is free to provide services to third parties provided there is no conflict with its obligations under this Agreement.

The parties confirm that the genuine nature of this relationship is consistent with the tests laid down in Autoclenz Ltd v Belcher [2011] UKSC 41 and Pimlico Plumbers Ltd v Smith [2018] UKSC 29, and that this Agreement accurately reflects the true agreement between the parties.

The Client shall: (a) provide the Consultant with all information, access, systems and materials reasonably required to perform the Services; (b) procure the co-operation of its personnel and relevant third parties; (c) review and approve (or comment upon) deliverables within a reasonable time of submission; (d) pay undisputed invoices in accordance with Clause 5; and (e) comply with all health, safety, security and confidentiality policies notified to the Consultant where Services are performed on Client premises.

In consideration of the Services, the Client shall pay the Consultant: Daily rate of £1,250.00 per working day. All fees are stated exclusive of VAT, which shall be added at the prevailing rate where applicable (Consultant VAT No. GB 412 3456 78).

Invoicing: The Consultant shall submit invoices on a monthly basis. Invoices shall be payable within 30 days from invoice.

Expenses: Reimbursed with prior approval and receipts.

Statutory late payment (Late Payment of Commercial Debts (Interest) Act 1998): Where an invoice is not paid by the due date, the Consultant shall be entitled to statutory interest under s.5A at the Bank of England reference rate plus 8% per annum, together with fixed compensation and reasonable recovery costs under s.5A of the Act. The statutory rate under the 1998 Act shall apply without variation.

The parties acknowledge the off-payroll working rules (IR35) under Chapter 10 of Part 2 of ITEPA 2003, as extended to the private sector by the Finance Act 2020 with effect from 6 April 2021. The Client has carried out a reasonable status determination and considers this engagement to be outside IR35. A Status Determination Statement (SDS) with reference CEST-2026-MRG-001 has been issued where the Client is a medium or large business. The Consultant warrants that the facts on which that determination is based are accurate and undertakes to notify the Client immediately of any change.

CEST: Where appropriate, the Client has used HMRC's Check Employment Status for Tax (CEST) tool to support its determination. The Consultant shall indemnify the Client against any additional income tax, NICs, interest and penalties imposed by HMRC to the extent they arise from any inaccurate information supplied by the Consultant.

Subject to payment of all undisputed Fees, all intellectual property rights in the Work Product (including copyright, database rights, design rights, patentable subject matter, know-how and rights in confidential information) shall vest in and be the absolute property of the Client on creation. The Consultant, with full title guarantee, hereby assigns to the Client (including by way of present assignment of future copyright under section 91 CDPA 1988 and section 11 of that Act where applicable) all existing and future intellectual property rights in the Work Product, together with all accrued rights of action. The Consultant shall execute any further documents and do all things reasonably required to perfect the Client's title, at the Client's cost.

Moral Rights (s.77–s.89 CDPA 1988): The Consultant, to the extent permitted by law and pursuant to section 87 CDPA 1988, irrevocably waives all moral rights in the Work Product (including the right of paternity and the right of integrity) in favour of the Client and its successors, assigns and licensees.

Database Rights: Any database rights arising under Part III CDPA 1988 (as amended by the Copyright and Rights in Databases Regulations 1997) in the Work Product shall be dealt with on the same basis as copyright.

Pre-existing IP: Nothing in this Clause transfers ownership of any intellectual property in existence before the Start Date or created independently of this Agreement; each party grants the other any licence reasonably necessary to use such pre-existing IP for the purposes of the Services.

The Consultant warrants the deliverables produced under this Agreement for a period of ninety (90) days from the date of acceptance. Where during the warranty period the Client identifies a defect or non-conformity that materially affects the use of the deliverable for its agreed purpose, the Consultant shall, at its own cost and within a reasonable time, either: (a) re-perform the relevant Services to remedy the defect; or (b) refund a proportionate part of the Fees attributable to the defective deliverable. This warranty does not extend to defects caused by: (i) Client modifications made without the Consultant's prior approval; (ii) misuse or use contrary to the Consultant's reasonable written guidance; or (iii) any third-party software, hardware or service not supplied by the Consultant.

"Confidential Information" means any information of a confidential nature (whether written, oral or otherwise) disclosed by or on behalf of one party to the other in connection with this Agreement, including business plans, financial information, client lists, pricing, processes, know-how, technical specifications and personal data.

Each party shall (a) keep the other's Confidential Information strictly confidential; (b) use it only for the purposes of performing this Agreement; (c) not disclose it to any third party except to professional advisers on a need-to-know basis and under equivalent obligations of confidence, or where disclosure is required by law, regulation or a competent authority; and (d) on termination, promptly return or, at the disclosing party's option, securely destroy all Confidential Information (subject to retention to the extent required by law or for legitimate audit purposes).

This obligation shall survive termination of this Agreement for 5 years after termination. Remedies in damages may be inadequate for a breach of this Clause; the disclosing party may seek injunctive relief without prejudice to its other remedies.

Non-solicitation: For a period of 12 months after termination, neither party shall solicit or entice away any employee, contractor or client of the other party with whom the soliciting party has had material dealings in the 12 months prior to termination.

The parties have given careful consideration to these restrictions and agree that they are reasonable and necessary for the protection of the Client's legitimate business interests, consistent with the principles laid down in Herbert Morris Ltd v Saxelby [1916] 1 AC 688. If any restriction is held to be unenforceable by reason of its scope or duration, the parties intend that the court apply the blue-pencil test as clarified in Tillman v Egon Zehnder Ltd [2019] UKSC 32 to sever the offending words and give effect to the remainder.

The Consultant shall maintain at its own cost, throughout the term of this Agreement and for six (6) years thereafter, the following insurances with a reputable insurer: (a) Professional Indemnity Insurance of not less than £2000k per claim and in the aggregate; and (b) Public Liability Insurance of not less than £5000k per occurrence; and (c) Employer's Liability Insurance as required by the Employers' Liability (Compulsory Insurance) Act 1969 where the Consultant has any employees. The Consultant shall produce certificates of insurance on the Client's reasonable request.

The parties shall comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in respect of any personal data processed under this Agreement. Where the Consultant processes personal data on behalf of the Client, the Client is the controller and the Consultant is the processor. The Consultant shall: (a) process personal data only on the Client's documented instructions; (b) ensure that persons authorised to process personal data are bound by confidentiality; (c) implement appropriate technical and organisational measures (Article 32 UK GDPR); (d) not engage any sub-processor without the Client's prior written authorisation; (e) assist the Client with data-subject rights, data protection impact assessments and notification of personal data breaches (including notification to the Consultant without undue delay and in any event within 24 hours of becoming aware); and (f) on termination, return or delete personal data at the Client's option, in each case as required by Article 28 UK GDPR. Where required, the parties shall execute a separate Data Processing Addendum incorporating the full content required by Article 28(3).

Bribery Act 2010: Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and shall not commit any offence under sections 1, 2 or 6 of that Act. Each party shall maintain adequate procedures under section 7(2) to prevent bribery by persons associated with it and shall promptly report any actual or suspected breach to the other party.

Modern Slavery Act 2015: The Consultant warrants that no slavery, servitude, forced or compulsory labour or human trafficking is taking place in any part of its business or supply chain. The Consultant shall co-operate with the Client in relation to any disclosure required under section 54 of the Act.

Criminal Finances Act 2017 (Failure to Prevent Tax Evasion): Each party shall not commit any offence and shall maintain reasonable prevention procedures as required by sections 45 and 46 of the Criminal Finances Act 2017 in respect of the facilitation of UK or overseas tax evasion. Each party shall co-operate with the other in any investigation, and shall notify the other promptly of any actual or suspected breach. The parties acknowledge that the strict-liability corporate offences in CFA 2017 ss.45–46 are only avoided by demonstrating reasonable prevention procedures.

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event: any circumstance beyond a party's reasonable control, including acts of God, severe weather, pandemic, epidemic, war, armed conflict, terrorism, civil disturbance, government action, sanctions, failure of utility supply or telecommunications networks, fire, flood, earthquake or industrial action by third parties. The affected party shall notify the other promptly of the event and the expected impact, and shall use reasonable endeavours to mitigate. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement by written notice without liability (save for accrued obligations).

Nothing in this Agreement shall limit or exclude liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded by law (including under section 3 of the Unfair Contract Terms Act 1977 where applicable).

Subject to the above, neither party shall be liable to the other for any indirect, consequential or special loss, loss of profits, loss of goodwill, loss of anticipated savings or loss of data. The total aggregate liability of the Consultant under or in connection with this Agreement (whether in contract, tort (including negligence) or otherwise) shall not exceed the total Fees paid or payable in the twelve (12) months preceding the event giving rise to the claim.

Either party may terminate this Agreement by giving 30 days written notice to the other.

Either party may terminate immediately by written notice if the other: (a) commits a material breach of this Agreement and, where capable of remedy, fails to remedy it within 14 days of written notice requiring it to do so; (b) becomes insolvent, enters administration, liquidation or a company voluntary arrangement, or (if an individual) is made bankrupt, or analogous proceedings are commenced; or (c) undergoes a change of control that a reasonable person in the notifying party's position would consider materially prejudicial to the continuation of the Services.

Consequences of termination: (i) the Consultant shall deliver up all Work Product in progress and all Client materials; (ii) the Client shall pay all undisputed Fees for Services performed and expenses properly incurred up to the effective date of termination; (iii) any clause which by its nature is intended to survive termination (including Clauses on IP, Confidentiality, Data Protection, Restrictive Covenants, Indemnities and Governing Law) shall so survive.

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations and understandings (save for liability for fraudulent misrepresentation).

Variation: No variation shall be effective unless in writing and signed by or on behalf of both parties.

Assignment: The Consultant shall not assign or sub-contract any of its rights or obligations under this Agreement without the Client's prior written consent (save where this Agreement expressly permits subcontracting). The Client may assign on a change of control or to a member of its group.

Third-Party Rights: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Notices: Notices shall be in writing and delivered personally, by pre-paid first-class post, or by email to the address or email set out in this Agreement (or such other address as notified in writing).

Counterparts / E-signature: This Agreement may be executed in counterparts and by electronic signature, each of which shall constitute an original and together shall constitute one agreement.

This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

IR35 reminder: This Agreement is drafted on the footing that the engagement is a genuine business-to-business consultancy. Both parties should keep the status determination under review using HMRC's CEST tool and the principles in Autoclenz and Pimlico Plumbers.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.