Free Freelance Consultant Agreement Template
Engage a freelance consultant with a clear agreement covering scope of work, day rates, intellectual property, substitution rights, and IR35 safeguards under English law.
(1) Nexus Digital Ltd (company number 12345678) of 88 Victoria Street, London, SW1E 5JL (the "Client"); and
(2) Sarah Mitchell t/a SM Creative (UTR 1234567890) of 14 Grafton Road, Leeds, LS6 2BE (the "Freelancer").
The Client wishes to engage the Freelancer on an independent-contractor basis, and the Freelancer agrees to provide the Services defined below on the terms of this Agreement.
Deliverables: Three (3) logo concepts; final brand guidelines PDF (min. 30 pages); Figma design file with component library; print-ready assets (CMYK) including business card and letterhead templates.
The Services shall commence on 2026-05-01 and are estimated to complete on or about 2026-06-30. The Freelancer warrants that the Services shall be performed with reasonable care and skill in accordance with section 13 of the Supply of Goods and Services Act 1982 and to the standards of a competent professional in the relevant field.
The Freelancer shall be solely responsible for all income tax, National Insurance contributions, VAT (if applicable) and other statutory deductions arising from the Fees, and shall indemnify the Client against any claim by HMRC arising from the Freelancer's failure to account for such sums, save to the extent that the Client is liable under the off-payroll working rules in Chapter 10 of Part 2 of ITEPA 2003.
In relation to employment status, the parties acknowledge the factors identified in Ready Mixed Concrete v MPNI [1968] 2 QB 497, Autoclenz v Belcher [2011] UKSC 41 and Pimlico Plumbers v Smith [2018] UKSC 29, including mutuality of obligation, personal service, control and integration, and intend that this Agreement be given effect according to the true nature of the engagement.
Expenses: Reasonable pre-approved expenses reimbursed at cost.
VAT: The Freelancer is not VAT-registered and no VAT is charged.
Pre-existing IP: Each party retains ownership of its pre-existing IP. Freelancer grants Client a non-exclusive licence to use pre-existing IP incorporated into deliverables, to the extent necessary to use those deliverables..
Moral rights: Freelancer waives all moral rights in the deliverables to the extent permitted by law in accordance with section 87 of the Copyright, Designs and Patents Act 1988. The Freelancer consents to acts which would otherwise infringe the right of attribution (s.77), the right to object to derogatory treatment (s.80) and the false-attribution right (s.84).
The Freelancer shall, at the Client's reasonable cost, execute such further documents as the Client may require to perfect the Client's title to the assigned IP.
Non-solicitation: Neither party shall solicit or employ the other's employees or contractors for 12 months after termination. The parties acknowledge that this restriction is reasonable and necessary to protect legitimate business interests in accordance with the principles in Herbert Morris Ltd v Saxelby [1916] 1 AC 688.
Non-compete: No non-compete restriction applies following termination.
What Is a Freelance Consultant Agreement?
A freelance consultant agreement is a contract between a client and a self-employed individual (the freelancer) who provides specialist services on a project or retainer basis. Unlike an employment contract, it establishes the freelancer as an independent contractor with control over how, when, and where they perform the work.
In England and Wales, the distinction between an employee and a freelance contractor is critically important for tax, employment rights, and liability purposes. HMRC's off-payroll working rules (IR35) can apply where a freelancer working through a personal service company would have been an employee if engaged directly. A well-drafted agreement helps establish the genuine nature of the freelance relationship.
This type of UK agreement is commonly used for engagements in IT, marketing, management consulting, design, finance, and other professional services. It protects both British parties by clearly defining the scope of work, payment terms, intellectual property ownership, confidentiality obligations, and the basis on which the relationship operates in England and Wales.
What's Covered in This Template
This freelance consultant agreement template covers all essential provisions for an independent contractor engagement, with built-in IR35 safeguards.
Party Details
Full details of the client and freelancer, including company or sole trader information.
Scope of Services
Detailed description of the services, deliverables, and project objectives.
Fees and Expenses
Day rate or project fee, expense reimbursement, invoicing schedule, and payment terms.
Substitution Right
The freelancer's right to send a qualified substitute, a key indicator of self-employment status.
Control and Working Arrangements
Provisions confirming the freelancer's control over working methods, hours, and location.
Mutuality of Obligation
Confirmation that there is no obligation to offer or accept further work after the current engagement.
Intellectual Property
IP assignment or licensing provisions and treatment of pre-existing intellectual property.
Confidentiality
Obligations to protect confidential information during and after the engagement.
Insurance and Tax
The freelancer's responsibility for their own tax, NICs, and professional insurance.
Termination
Notice periods, grounds for termination, and payment for work completed to date.
How to Create a Freelance Consultant Agreement
Our template guides you through each section, incorporating IR35-safe provisions to establish a genuine freelance relationship.
- 1
Identify the Parties
Enter the full details of the client and freelancer. Specify whether the freelancer operates as a sole trader, partnership, or through a limited company.
- 2
Define the Scope and Deliverables
Describe the services to be provided, specific deliverables, milestones, and acceptance criteria. Avoid describing the role in terms that resemble a job description.
- 3
Set Fees and Payment Terms
Specify the day rate or project fee, expense policy, invoicing frequency, and payment terms. Confirm that the freelancer is responsible for their own tax and National Insurance.
- 4
Include IR35 Safeguards
Include provisions for substitution rights, confirm the freelancer's control over working methods, and ensure there is no mutuality of obligation. These provisions help demonstrate the genuine self-employed nature of the engagement.
- 5
Address IP, Confidentiality, and Termination
Specify IP ownership and any licensing arrangements. Include confidentiality provisions and set out the termination notice period, grounds for immediate termination, and payment for work in progress.
Legal Considerations
Freelance engagements in England and Wales raise important questions about employment status, tax, and intellectual property.
This template is for informational purposes only and does not constitute legal advice. Consult a qualified solicitor for advice specific to your situation.
Reviewed for England & Wales law
Employment Status and IR35
The UK off-payroll working rules (IR35) apply where a British freelancer working through an intermediary (typically a personal service company) would be an employee if engaged directly. Since April 2021, medium and large private sector clients in England and Wales are responsible for determining the freelancer's employment status. If the engagement falls within IR35, the UK client must deduct income tax and NICs as required by HMRC. Key factors include control, substitution rights, and mutuality of obligation.
Key Indicators of Self-Employment
UK employment tribunals and HMRC consider several factors when determining British employment status: the right to provide a substitute, the degree of control the client exercises over how work is performed, whether there is mutuality of obligation (an obligation to provide and accept work), and the level of financial risk the freelancer bears in England and Wales. No single factor is determinative; the overall picture is assessed under English law.
Intellectual Property
Under English law, the default position for UK independent contractors is that they retain ownership of IP they create, unlike British employees where the employer automatically owns IP created in the course of employment. If the client wants to own the work product, the agreement must include an express IP assignment clause that complies with section 90 of the UK Copyright, Designs and Patents Act 1988 in England and Wales.
Frequently Asked Questions
Create Your Freelance Consultant Agreement Now
Use our professionally drafted UK template with built-in IR35 safeguards to engage British freelancers with confidence in England and Wales. Fill in the details, preview instantly, and download your PDF.
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