Consultancy agreement for a fractional CTO

A fractional CTO takes technical decisions for a company that will live with them long after the engagement ends, and the agreement has to deal with what that produces: code and architecture the company must own, vendor contracts the CTO negotiates but the company signs, access to systems that must be controlled and withdrawn cleanly, and a status that reflects an independent professional rather than a part-time employee. The fee for drafting it is £595, fixed, delivered in five working days, whether the business or the CTO instructs me. What the document describes is an independent engagement; whether HMRC agrees is checked for each engagement with its Check Employment Status for Tax tool, and the paperwork cannot guarantee the answer.

Who this is for

Technology businesses in England and Wales bringing in a part-time technical lead, founders who need senior engineering judgement before they can afford to hire it, and senior engineers who sell fractional CTO time to a portfolio of companies.

What matters in a fractional CTO agreement

The services and the commitment

Architecture and technical strategy, oversight of the engineering team, help with hiring, vendor selection, security and reporting to the board: the agreement lists which of these the CTO covers, fixes the days each month and the rate for anything beyond them, and records that the CTO chooses the method, works on their own machines and may put forward a suitably qualified substitute subject to the client's reasonable objection. Those features describe how a fractional role operates, and they are also the ones that bear on status.

Intellectual property in code, architecture and designs

Anything the CTO writes, from code and specifications to architecture documents, starts life as the CTO's own copyright by virtue of section 11 of the Copyright, Designs and Patents Act 1988, so the agreement transfers it to the client once paid for, in the signed writing section 90 demands, waives moral rights, and grants a licence over the CTO's existing tools and frameworks; a company that cannot show an investor a chain of title to its code because its fractional CTO never assigned it has a problem at the worst time. Open source the CTO introduces should be recorded with its licence.

Authority over the engineering team and vendors

The CTO should direct the engineering team's work without becoming its employer, recommend and manage vendors under contracts the client signs, and have delegated authority to commit the client only within stated limits, with the agreement saying that the CTO is not a director or officer, which matters under section 251 of the Companies Act 2006 for a person whose instructions a board follows; hiring decisions should be the client's on the CTO's recommendation.

Security, access and systems

The CTO will hold administrator access to repositories, cloud accounts, domains and production systems, and the agreement should set the access granted, the client's control over it (accounts in the client's name, credentials in the client's vault, two-person controls for destructive actions), the CTO's obligations on security and confidentiality, the processor terms under Article 28 of the UK GDPR where the CTO handles personal data in the client's systems, and the revocation and handover of access on termination, which is the step most often missed.

Status and the off-payroll rules

Where the CTO works through their own company and the client is medium or large, the off-payroll working rules in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 require the client to determine status and issue a statement; a small client leaves the assessment with the CTO's company. The agreement reflects a self-employed engagement through its terms on control, substitution, equipment, several clients and the absence of employee benefits, and the determination is checked case by case with HMRC's tool, which the agreement cannot replace.

Fees, notice, liability and the technical decisions

Fee, day rate and expenses, the invoicing cycle, the statutory interest the Late Payment of Commercial Debts (Interest) Act 1998 attaches to late payment, a notice period that runs both ways and ends with a handover of systems, documentation and vendor relationships, and a limit on liability expressed as a multiple of the yearly fee with consequential loss outside it and section 11 of the Unfair Contract Terms Act 1977 satisfied: all of that belongs in the agreement; it should say that technical decisions are taken on the information available and that the client decides, so that the CTO's recommendation of a platform is advice rather than a warranty, with professional indemnity insurance behind it.

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 fractional CTO wrote a lot of our early code. Do we own it?

Only if an agreement assigned it in writing. If not, the CTO owns it and you have a licence at best; the agreement assigns it on payment and can be used to confirm past work.

The CTO has admin access to everything. What should the agreement say?

That accounts are in the client's name, credentials are held in the client's vault, access is limited to what the role needs, and it is revoked with a handover on termination. The agreement sets those controls so that leaving is orderly.

If the CTO recommended a platform that turned out badly, can we claim?

For negligent advice, within the cap and the professional indemnity insurance; not for a reasonable decision that did not work out. The agreement says the client decides on the CTO's recommendation.

Related guidance and services

• Consultancy and contractor agreements, £595, the service this page describes
• Contract review, £495
• Employment contracts and handbooks, £595
• Terms for a technology consultancy
• Consultancy agreement for an IT contractor working through a limited company

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.