Bringing in consultants, freelancers or associates to deliver work for your clients? The agreement decides who owns what they create, whether they can take your clients with them, and where they stand on employment status. A fixed price agreed in writing before work starts, and 10% off for subscribers.
A growing business brings in help it does not want to employ: a consultant for a project, a freelancer for a skill, an associate who delivers the service under your name. Each arrangement needs the same questions settled in writing before the first job. Who owns the material they produce, how and when they are paid, what happens if they go direct to your client, and why they are not your employee.
A recent enquiry came from a new broadcast media training business preparing to bring in associate trainers. It wanted to know who owns the course material an associate writes, whether a trainer could later sell the same course to a client met through the business, and whether a regular trainer working to its timetable could be treated as staff. Those three questions sit at the centre of every associate agreement.
Advice or a project delivered by a specialist on their own terms, for a set period or a defined result.
A defined piece of work, such as design, copy, video or code, paid by the job or by the day.
Deliver your service to your clients under your brand, across many jobs over months or years.
Tribunals and HMRC look at how the arrangement works day to day. Calling someone a consultant does not make them one, and a right to send a substitute that is never used can be set aside as a sham, as the Supreme Court held in Autoclenz v Belcher (2011). The agreement has to describe the relationship as it runs, and the relationship has to match the agreement.
Full employment rights, including protection from unfair dismissal, statutory sick pay and redundancy pay, with tax and National Insurance deducted through payroll.
The middle category: holiday pay, the National Minimum Wage, rest breaks, pension auto-enrolment and whistleblowing protection. The Supreme Court held Uber's drivers to be workers in 2021.
In business on their own account, without those rights. Protection from discrimination can still apply to anyone engaged to do the work personally.
IR35, the off-payroll working rules, applies where an associate works through their own limited company.
Small means within the Companies Act size tests. The associate's own company decides whether the rules apply and carries the tax risk.
You decide, give the associate a status determination statement with your reasons, and if the role falls inside the rules the fee-payer deducts tax and National Insurance.
IR35 does not apply, but the ordinary employment status tests for tax still do, and the liability for unpaid tax would sit with you.
The client contracts with you, so you owe them the service and you carry the liability for it. The associate contracts with you, so the associate agreement has to pass down the promises you have made to the client: standards, confidentiality, data protection and deadlines. Anything you promise the client that the associate has not promised you is a gap you carry yourself.
A training business also has recordings to deal with. If delegates are filmed during media training, the footage is personal data under UK GDPR. The agreement says who controls it, who may keep copies and when they are deleted. The associate's confidentiality duty also covers what they learn about your clients during the work as well as what you tell them.
Ownership of what the associate creates for you, such as course material, slides, scripts, recordings and reports, passes to you by a signed written assignment. Material they had before stays theirs, with a licence for you to use what they bring to your work.
Copyright stays with the person who created it. Under the Copyright, Designs and Patents Act 1988 only an employee's work belongs to the employer automatically, and a transfer must be in writing and signed.
How work is offered and accepted, who decides how it is done, whether they may send a suitably qualified substitute, and that they are free to work for others. Written to match how you work with them.
The arrangement is judged on its facts with nothing in writing to show what was intended. A tax indemnity from an individual pays out only if they can afford it.
For a set period after the arrangement ends, the associate does not approach or deal with clients they worked with through you, or recruit your staff. Limited to the clients, roles and time that protect your business.
An associate can take a client relationship you built and sell the same service direct. A restriction wider than your legitimate interest needs is unenforceable, so the limits decide whether it works at all.
What each side answers for if advice is wrong or a session goes badly, a cap on the associate's exposure that suits the work, and the professional indemnity and public liability cover they hold.
Your client claims against you under your contract, and recovering the loss from the associate depends on what can be proved with no written terms to point to.
Day rate, fee per job or fixed project price; which expenses are paid; when invoices fall due; VAT if they are registered; and who bears the cost when your client cancels a booked session.
Arguments over cancelled bookings and unpaid days. Late payment either way carries statutory interest at 8% over the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.
The notice each side gives, immediate termination for serious breach, return of your materials and client data, and handover of work in progress.
Either side can stop at will, your materials and client contacts stay on the associate's laptop, and nothing obliges them to finish a programme your client has already bought.
The consultancy agreement template comes with every plan, alongside the independent contractor and subcontractor agreements. They cover the standard ground. Fitting the status, ownership and client clauses to how you work is left to you.
We draft the agreement around how you engage people, with a note on every clause, ready to issue. One agreement can serve a whole team of associates, with a short schedule for each person's role and rate. Subscribers get 10% off.
Get my fixed price →The rate commonly quoted for this work. The meter runs while they draft, and the total arrives after the work.
If the people you engage look like employees in all but name, the right documents are employment contracts. The employment starter pack is a fixed £895 +VAT.
Drafting and explaining an agreement is not reserved legal work, which is why it can be priced as a fixed fee. If an associate has already gone to your client, or someone has brought a tribunal claim saying they were an employee or a worker, that is contentious work and goes to AD Solicitors (SRA no. 8011228). You are told that at the scoping stage, before you have spent anything. Work carried out by AD Solicitors carries the full SRA framework, including the compensation fund and the Legal Ombudsman. Work we carry out ourselves does not.
A formal IR35 status assessment for tax sits with your accountant. HMRC's Check Employment Status for Tax tool gives its view on a particular engagement, and the agreement we draft is written to match the facts you give it.
Employment law in Scotland is the same as in England and Wales, though contracts are governed by Scots law if you choose it and the courts are separate. Northern Ireland has its own employment legislation, including the Employment Rights (Northern Ireland) Order 1996, and its own industrial tribunals. IR35 and the tax tests apply across the whole UK. If you or your associates are based outside England and Wales, say so when you send the details.
Buzz Legal handles contracts, terms of trade, employment paperwork and dispute preparation. Court work, and the other activities reserved by law, are carried out by AD Solicitors, authorised and regulated by the Solicitors Regulation Authority (no. 8011228). How this works, in full. For advice on your own situation, send us the details.
It is a fixed price agreed in writing before work starts, set against a written scope, and nothing is chargeable until you approve it. The figure depends on how many kinds of engagement the agreement has to cover, whether associates deliver work to your clients under your brand, and how much of it has to be written around your business. For comparison, the rate commonly quoted for a commercial solicitor is £200 to £350 +VAT an hour, with the total known only afterwards. Subscribers get 10% off, and the consultancy agreement template is included in every plan from £49 +VAT a month.
For a small one-off job, a clear written order covering the work, the price, the deadline and who owns the result is often enough. Ownership is the part to get in writing even then, because without a signed assignment the freelancer keeps the copyright in what they create for you. Once the same person works for you regularly, delivers work to your clients, or sees your client list and pricing, you need a full agreement covering status, confidentiality, non-solicitation and termination as well. A single agreement with a short schedule for each job keeps the paperwork light.
Unless there is a written assignment signed by them, they do. Under the Copyright, Designs and Patents Act 1988 the employer owns copyright in an employee's work made in the course of employment, but that rule does not extend to contractors. A court may imply a licence for you to use what you paid for, though usually no more than that. In practice this means a training business could find its own course material belongs to the associate who wrote it. The agreement assigns what is created for you and licenses anything the associate brought with them.
You can restrict it, within limits. A non-solicitation clause stops the associate approaching or dealing with clients they worked with through you, for a set period after the arrangement ends. The courts enforce a restriction like this only if it protects a legitimate business interest and goes no further than reasonably necessary, so it should name the clients the associate dealt with, last a realistic time and cover the services you provide. A blanket ban on working for anyone in your sector is far harder to enforce against a self-employed associate, and can also point towards employment.
Only if an associate works through their own limited company or another intermediary. If your business is small under the Companies Act size tests, the associate's company decides whether the rules apply and carries the risk. If your business is medium or large, you decide and must give a status determination statement with reasons. If the associate is a sole trader, IR35 does not apply, but the ordinary employment status tests for tax still do. In each case the facts of the working relationship decide the answer, so the agreement should match how you work together. A formal assessment sits with your accountant.
What your business does, who you plan to engage and what they will do for your clients. You get back a fixed price against a defined scope before any work starts. See the privacy policy for how we use your details.
Written around how you engage people, at a fixed price agreed in writing before work starts.
