A consulting contract is an agreement between a professional advisor and a client. A consulting agreement is an essential tool for consultants and can make all the difference when it comes to claiming variations and getting paid.
A consulting contract can be simple with a fee proposal and terms, or complex with multiple documents. Either way, it’s important for professional consultants to make sure they have a well-written consulting contract by a lawyer experienced in consulting that protects their business and, just as importantly, their bottom line.
Key Takeaways
- A consulting contract shows what each party must do, what services will be provided, and how much will be paid.
- Contracts can help prevent disagreements and ensure fair payment
- The consulting contract should also address intellectual property ownership, to protect the consultant’s creations
- Key details such as party information, work scope, confidentiality, termination, payment, and conflict resolution should be included in the contract
- A good consulting contract protects both the consultant and the client
- Consultants and clients can start successful projects by understanding important terms and responsibilities in the agreement
A consulting contract sets out the rights and responsibilities of the parties
Scope of services
A scope of services defines what a consultant is going to do for the client, in exchange for payment. It is important for a consulting contract to clearly describe the consultant’s services in a way that is clear and unambiguous.
For example:
- if the consultant has allowed for a specific number of meetings in the fee, the number of meetings allowed for should be clearly described
- any value management services (including any limitations) need to be outlined so that the client is getting value for money, but the consultant is not doing extra work for free
- the extension of any reporting or status updates should be described; for example,
- whether weekly or monthly reports are required and the format of those reports
A poorly defined scope of services is undoubtedly a common cause of scope creep, especially in the construction industry. To avoid scope creep, it is important to ensure that a consulting contract includes a specific, unambiguous and detailed scope of services.
A consulting agreement that has a well-written scope is beneficial for both the consultant and client. This is because both parties will know what they are agreeing to from the start. They will have an agreed upon scope of services to refer to.
Claiming variations
Claiming variations is not always straightforward for professional consulting firms. There is a tug-of-war between:
- being competitive and providing fair pricing at the risk of quoting too low and squeezing profit margins; and
- quoting too high and losing a prospective project to a competitor
Because of this, it can be tempting to agree to a variation clause in a consulting contract that is too restrictive and difficult to comply with. If a variation clause is difficult for a consultant to comply with:
- it may not be possible to submit a variation claim within a short time frame Clients may refuse a variation claim on the basis the scope is already included in the fee
- or does not amount to a ‘variation’ under the terms of the consulting contract
- the project may be completed, but the consulting firm make not make any profit
- the consulting firm may end up doing more work for the same price
The best way to ensure that a variation is able to be claimed and is payable in a fair way is to negotiate a consulting contract that is fair.
Payment terms
No matter what industry a consulting firm works in, getting paid can be a challenge. If a consulting firm doesn’t have a written contract in place with a client, it can be very difficult to prove an entitlement to payment or even that there was a contract in the first place.
A consulting contract can be relied upon by a consulting firm as evidence to prove that:
- there was an agreement for the client to pay the consultant
- the consultant has satisfied any relevant preconditions to claiming payment
- the client has not paid the consultant according to the agreed payment terms
Intellectual Property Rights
Professional consulting firms are generally selling intellectual property to their clients. That intellectual property might take the form of copyright that subsists in:
- architectural drawings or engineering drawings
- written reports or proposals
- designs
- presentations
- photographs, sketches, paintings or artworks
- music and sound recordings
Or it might take the form of design rights in clothing and apparel designs.
Whatever the intellectual property, it is important to appropriately describe who owns the intellectual property.
It is also important to describe what conditions must be satisfied before ownership in the intellectual property rights transfers to the client or is licensed to the client.
A consulting contract is a means through which a consultant can sell, assign or licence intellectual property.
Check out our other article for more tips for business consulting.
Frequently Asked Questions:
What are some important terms that must be included in a Consultancy Agreement?
A Consultancy Agreement must contain the following:
- Parties Name and contact information
- Scope of Work
- Confidentiality Agreement
- Termination Terms
- Compensation
- Conflict of Interest and Dispute Resolution Terms
When should Consultancy Agreements be used?
Consultancy Agreements should be used:
- When hiring a consultant for an ongoing project or position, a consulting agreement clarifies terms and commitments.
- For complex or sensitive work, defining roles and responsibilities in the agreement ensures alignment.
- When collaborating with multiple consultants, the agreement outlines each person’s role, avoiding confusion.
- To safeguard proprietary information or trade secrets, maintaining confidentiality through the agreement is essential
Who can sign a Consultancy Agreement on behalf of the company?
A Consultancy Agreement can be signed on behalf of a company by the following authorised individuals:
- Two directors of the company can sign the contract.
- A director and the company secretary can jointly execute the contract.
- If the company has a sole director who is also the sole secretary, that director can sign the contract.
Who is the 'Consultant' in a Consultancy Agreement?
The ‘Consultant’ generally refers to the independent contractor who provides consulting services to the client. The Consultant’s role is to offer specialised expertise, advice, or solutions in various fields. Examples of Consultants include:
- Management Consultants: They advise businesses on strategy, operations, and organizational improvements.
- Engineering and Architectural Consultants: They help in the building and design of houses and infrastructures.
- IT Consultants: They assist with technology solutions, software development, or system implementation.
- Financial Consultants: They provide financial planning, investment advice, or accounting services.
- Marketing Consultants: They help with branding, market research, and promotional strategies.
- Legal Consultants: They offer legal advice, contract drafting, or dispute resolution services.
