Service AgreementConsultancy

Service Agreement Template for Consultancy Businesses (UK 2025)

Last updated: February 2025

Why Consultancy Businesses Need a Service Agreement

Consultancy service agreements define the scope of advisory services, deliverables, and the basis on which professional advice is provided. These must carefully manage expectations around outcomes since consultants typically advise rather than guarantee results, professional liability limitations, and the basis of fees whether time-based or fixed-price. The agreement must address what happens when a client does not act on advice, and the extent to which the consultant is responsible for outcomes.

Key Clauses for Consultancy

  • Scope of advisory services with explicit exclusions
  • Professional liability cap and limitation provisions
  • Fee basis clarification covering time-based versus fixed-price elements
  • Deliverable specifications and acceptance criteria

Common Mistakes

  • Not clearly stating that the consultant provides advice and recommendations, not guaranteed outcomes
  • Setting professional liability caps too low relative to potential exposure and client expectations

Template Sections

  • Advisory services scope and express limitations
  • Professional liability and limitation of liability clause
  • Fee structure and invoicing schedule

FAQ

Can a consultancy limit its professional liability in a service agreement?

Yes, but limitations must be reasonable to be enforceable under the Unfair Contract Terms Act 1977. You cannot exclude liability for death or personal injury caused by negligence. For other losses, cap liability at a reasonable multiple of fees, typically 1-3 times the total engagement value, and ensure the client has the option to purchase additional cover through your PI insurance if needed.

Should a consultancy service agreement guarantee specific outcomes?

Generally no. Consultancy agreements should clearly state that the consultant provides professional advice and recommendations based on the information available, and that outcomes depend on many factors beyond the consultant's control including the client's implementation. Frame deliverables as reports, assessments, and recommendations rather than guaranteed results.

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This is guidance for UK businesses, not legal advice. Templates are illustrative. Consult a solicitor for complex matters.

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