Drafting general terms and conditions for consultancy: what belongs in them

Drafting general terms and conditions for consultancy revolves around six core provisions: hourly rate and invoicing, duty of care, limitation of liability, intellectual property on deliverables, confidentiality, and termination. For interim professionals and project consultants, the order and wording differ from that of a product supplier, because you work with hours, expertise, and a scope that changes over the course of the project. Below is exactly what needs to be included, per provision, along with the pitfalls that can cost you money the fastest in advisory and project work.

The short answer

1. Hourly rate and invoicing: rate, additional work, payment terms, and what happens in case of late payment.
2. Obligation of effort: you guarantee professional effort, not a result.
3. Liability: limited to the fee, excluding indirect damages.
4. IE on deliverables: who becomes the owner of reports, models, and code.
5. Confidentiality: mutual, with a term after completion.
6. Termination: notice period, settlement of hours worked, completion of ongoing work.

Why drafting customized consultancy terms and conditions is essential

A generic set of terms and conditions does not adequately cover the risks of a consultant. In interim and project work, the scope changes along the way, the outcome depends in part on the client, and what you deliver often has commercial value. A template for “services in general” lacks precisely the provisions that address this: the duty of best effort, the intellectual property regulations, and a workable termination clause.

Drafting therefore starts with your own practice. Do you work on a secondment basis for a single client, or do you deliver clearly defined projects with reports? That determines which provisions need to be emphasized.

Hourly rate, additional work and invoicing

For hourly work, determining the rate is the most practical part. Document:

• Hourly rate and whether that is exclusive of VAT and travel expenses.
• Additional work: work outside the agreed scope will be invoiced on a cost-plus basis at the same rate, after prior notification.
• Billing frequency: for example, monthly based on a time sheet.
• Payment term (14 or 30 days) and the consequences of late payment: interest, collection costs, and the right to suspend work.

The additional work clause prevents the classic project dispute: the client expands the scope of work but expects it to fit within the original budget. Stipulate that you report additional work and invoice it separately.

Duty of effort and liability

Explicitly state that you are undertaking a best-efforts obligation. You apply your knowledge skillfully, but do not guarantee a specific outcome — no successful change process, no revenue growth. In interim assignments, this is the most important protective clause: the outcome depends in part on decision-making, budget, and support beyond your control.

You link the liability clause to that:

• Limit liability to the fee for the assignment, or the fee for the last (for example, three) months in the case of long-term interim assignments.
• Excludes indirect and consequential damages (lost profits, lost savings).
• Refer to your professional liability insurance and, if possible, link the upper limit to it.
• Include a short complaint period within which the client must report defects.

Intellectual property on deliverables

The IP provision is often the most underestimated aspect of project consultancy. You deliver reports, models, dashboards, or code — and the question of who becomes the owner of them must be unambiguous. A workable standard:

1. The Client acquires a right of use to the deliverables specifically delivered for him, commencing upon full payment.
2. Your underlying methods, frameworks, templates, and know-how remain your property.
3. Anything you already possessed prior to the assignment (existing tools, models) remains explicitly outside the transfer.

This prevents a client from claiming that a model you use for multiple clients has become their exclusive property. If the client does want a full transfer, a separate fee applies — arrange this as an option, not as a standard.

Confidentiality and termination

Confidentiality: make this mutual. You see confidential business information; the client wants protection. Include a reasonable retention period (for example, two years after completion) and an exception for information that is already public or that you are legally required to share.

Termination: for interim and project work, this must be arranged smoothly. Include:

• A notice period commensurate with the duration of the assignment (for example, one month for longer interim assignments).
• That hours already worked and costs incurred up to the end date remain due.
• A provision for early termination in the event of non-payment or force majeure.
• How ongoing deliverables are handed over at the end.

Practical example: an interim controller works on a six-month assignment. After three months, the client wishes to terminate the assignment due to a merger. With a one-month notice period and the stipulation that hours worked remain payable, the consultant retains the right to payment until the end date, and the file can be transferred in an orderly manner — without dispute.

Honest recommendation

Drafting it yourself works perfectly well if your assignments are simple and short-term and you thoroughly review the six core provisions. A good template as a basis, plus a critical review of rates, best efforts, liability, and intellectual property, is sufficient for many freelance consultants. A legal expert is not yet necessary at that stage.

Do seek assistance as soon as you deal with framework agreements and hiring terms from major clients, deliver deliverables with real commercial value, or notice that clients routinely set aside your terms in favor of their own purchasing conditions. At that point, the precise wording determines who bears the risk, and customization pays for itself.

Read more: general terms and conditions for consultancy, or about what general terms and conditions for consultancy are and having them drafted.

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