Agreement for placing associates with clients

A consultancy that places associates with clients is doing one of two things: delivering its own service through associates it directs, or supplying associates for the client to direct. The first is a consultancy contract; the second is an employment business with the regulation that follows, and a client agreement that describes one while the parties do the other protects nobody. The agreement has to say which model applies, allocate responsibility for the work accordingly, set the fees and the associate's time, pass the off-payroll rules down the chain, and protect the consultancy's associates from being hired away. I draft that agreement for a fixed fee of £595, delivered in five working days, with the associate-side agreement available as a template set.

Who this is for

Consultancies, advisory firms and professional services businesses in England and Wales that place associates, interims or specialists with clients, and want client terms that match the way the placements run.

What matters in an associate placement agreement

The two models and which one the agreement describes

Under the services model the consultancy contracts to deliver defined services or outcomes, decides which associates perform them, directs and quality-controls the work, and is responsible for it; under the placement model the consultancy supplies a named associate to work under the client's supervision and direction for a period, and the client is responsible for the work. The agreement should state which model applies to each engagement by a statement of work, because the regulatory position, the responsibility for the work and the status analysis all follow from it, and a consultancy that lets the model drift from services to placement without changing the paperwork has changed its legal position without noticing.

The services model and the consultancy's responsibility for the work

Where the consultancy delivers services, the agreement should define them by a statement of work with deliverables, standards and acceptance, say that the consultancy may substitute associates of equivalent competence, that the client directs the outcome rather than the person, that the consultancy performs with reasonable care and skill under section 13 of the Supply of Goods and Services Act 1982, and that intellectual property in the deliverables passes to the client on payment under section 90 of the Copyright, Designs and Patents Act 1988 with the consultancy's methods retained; the consultancy's liability for the work is then capped at the fees for the engagement under section 11 of the Unfair Contract Terms Act 1977.

The placement model and the regulation that follows

Where the consultancy supplies an associate to work under the client's direction, it is acting as an employment business under the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003 apply, requiring written terms agreed with the client before the supply starts, the information the regulations specify about the role, and transfer fee provisions within the regulations' limits; the Agency Workers Regulations 2010 may give the associate rights after twelve weeks unless they are in business on their own account, and the consultancy's responsibility is for reasonable care in selection rather than for the work the client directed.

Fees, rates and the associate's time

The agreement should state the fee basis for each model (a fixed fee or milestones for services, a day rate for placements), what the rate includes, VAT, expenses, timesheets approved by the client for day-rate work with deemed approval after a stated period, invoicing and payment terms with interest under the Late Payment of Commercial Debts (Interest) Act 1998, the associate's availability and holidays, and the client's obligations to provide access, information and a safe place of work under section 3 of the Health and Safety at Work etc. Act 1974 where the associate works on site.

The off-payroll rules through the chain

Where an associate works through a limited company and the end client is a medium or large business, the client determines status under Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 and the consultancy, paying the associate's company, is the fee-payer that must deduct where the engagement is inside; under the services model the client's determination should recognise that the consultancy, not the client, controls the work, and under the placement model many engagements will be inside. The agreement should require the client's determination before the engagement, allow the consultancy to adjust the rate or decline, and allocate liability for a wrong or late determination.

Non-solicitation, transfer fees and liability

The agreement should prohibit the client from engaging an associate directly or through another business during the engagement and for a stated period after it, with a transfer fee drafted within the Conduct Regulations' limits where the placement model applies and as a liquidated sum reflecting the consultancy's legitimate interest under the services model, should impose confidentiality in both directions, should allocate data protection responsibilities under the UK GDPR for the associate's data and any client data the associate handles, and should cap the consultancy's liability at the fees for the engagement with consequential loss excluded under section 11 of the Unfair Contract Terms Act 1977.

What it costs

Consultancy or contractor agreement, £595. Drafted for your business. Five working days.

Template set for repeat use, £895. One master agreement plus a short-form schedule you can reuse for every engagement. Five working days.

Buying online forms the engagement on payment. The scope is what the consultancy and contractor agreements page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A clear, express assignment of intellectual property to your business
• Confidentiality provisions that protect your business information
• Restrictive covenants drafted at a scope a court will uphold
• Clear treatment of status, so the arrangement is not accidentally something else
• Payment, deliverables and termination provisions that match how you work
• A reusable structure, so the next engagement costs you nothing

What is not included

• Employment status determinations and off-payroll working assessments, which need your accountant
• Tax advice
• Disputes with a contractor you have already engaged
• Immigration and right to work compliance

Questions I am often asked

Our associates deliver projects we scope and manage. Are we an employment business?

Not under that model, which is a consultancy delivering services, and the agreement describes it. If the client in practice directs the associates' day-to-day work, the placement model applies, with the regulation that follows.

A client wants to hire one of our associates. Can we stop them?

You can charge a transfer fee within the limits the regulations set for a placement, or a liquidated sum under the services model, and the agreement provides it. A permanent ban on the associate ever working for the client is unlikely to be enforced.

Who determines status for an associate on a large client's project?

The client, under the off-payroll rules, with the consultancy as fee-payer applying the determination. Under the services model the determination should reflect that the consultancy controls the work; the agreement requires it before the engagement starts.

Related guidance and services

• Consultancy and contractor agreements, £595, the service this page describes
• Contract review, £495
• Employment contracts and handbooks, £595
• Associate agreement for a consultancy using associates
• Agreement for supplying contractors to clients

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: October 2026. Email geoffrey@caesar.co.uk.