Getting an AI-drafted consultancy agreement checked

A consultancy agreement produced with an AI drafting tool sets out services, fees, confidentiality and termination in the usual order, and may include, without signalling it, provisions borrowed from employment contracts: fixed hours, exclusivity, control over how the work is done, holiday and notice terms. Those provisions affect the consultant's status for tax and employment purposes. The agreement may also omit the assignment of intellectual property that the law requires in writing. I review the agreement against English law and the engagement it describes, and return it marked up with tracked changes, a clean copy and a written explanation of the changes, for a fixed fee of £495 in three working days.

Who this is for

Businesses in England and Wales that have drafted a consultancy agreement using an AI tool, to engage a consultant, an adviser, a fractional executive or a specialist through their own company or as a sole trader, and consultants who have drafted their own terms the same way. The review is of the client's own document; the consultant is a self-employed contractor, with status checked case by case using HMRC's Check Employment Status for Tax tool.

What the review checks in an AI-drafted consultancy agreement

The terms that point towards employment

Whether a consultant is self-employed, a worker or an employee turns on the reality of the relationship, and the agreement is evidence of it. Terms an AI draft may include, a requirement to work set hours, an obligation to perform the services personally with no right of substitution, the client's control over how the work is done, exclusivity, paid holiday and sick pay, point towards worker or employee status under section 230 of the Employment Rights Act 1996 and bring the protections that follow. The review drafts the agreement for a self-employed consultant: services defined by outcome, a genuine right of substitution, control over method, freedom to work for others, and no employment-style benefits, and notes that HMRC's Check Employment Status for Tax tool tests the same factors.

The off-payroll working rules

Where the consultant works through a company and the client is a medium or large business, 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 the consultant's status and, where the rules apply, to deduct tax and national insurance at source; a small client is exempt and the consultant's company decides. An AI draft may say nothing about it or state the wrong party's responsibility. The review adds the provisions the engagement needs: who determines status, the right to challenge the determination, and the consequences for fees if the rules apply.

Intellectual property and the assignment that is missing

A consultant owns the copyright in what it creates unless it assigns it in writing under section 90 of the Copyright, Designs and Patents Act 1988, and an AI draft may say that deliverables 'belong to the client' without an assignment, or may assign everything including the consultant's own tools and templates. The review adds an assignment of the deliverables taking effect on payment, including future works under section 91, a licence of the consultant's pre-existing materials, a waiver of moral rights under section 87, and a warranty of non-infringement, or drafts the mirror image for a consultant's own terms.

Liability, insurance and the exclusions

An AI draft may exclude all of the consultant's liability, or none of it, or use US forms that do not work in England. The review drafts a cap by reference to the fees, exclusions of loss of profit and consequential loss in terms English law recognises, the carve-outs that cannot be excluded under section 2 of the Unfair Contract Terms Act 1977, and an obligation to carry professional indemnity insurance at a level that matches the cap, and checks the exclusions for reasonableness under section 3 where the agreement is the consultant's standard form.

Restrictive covenants and confidentiality

An AI draft may include a non-compete and non-solicitation clause copied from an employment contract, for a period and an area that a court would not enforce against a consultant, since a restraint of trade must protect a legitimate interest and go no further than reasonable, applying Tillman v Egon Zehnder Ltd [2019] UKSC 32 on severance. The review confines the restrictions to the client's customers and staff the consultant dealt with, for a short period, and drafts the confidentiality clause to meet the reasonable steps standard of the Trade Secrets (Enforcement, etc.) Regulations 2018.

Fees, expenses, payment and termination

The review checks the fee basis (day rate, fixed fee or retainer), invoicing and payment terms, with interest under the Late Payment of Commercial Debts (Interest) Act 1998, expenses and approval, VAT, and the termination provisions: notice each way, termination for breach and insolvency, payment for work done to termination, and the return of materials and credentials. It also checks that an AI draft's data clause, where the consultant will process the client's personal data, contains the processor terms required by Article 28 of the UK GDPR and the Data Protection Act 2018 rather than a general statement of compliance.

What it costs

Review of an AI-drafted contract, £495. One contract, returned as a marked-up Word document with my amendments as tracked changes, a clean version with the changes accepted, and a written explanation of the changes. Three working days from payment.

Buying online forms the engagement on payment. The scope is what the review of an ai-drafted contract 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

• Your own Word document returned with every amendment I consider necessary shown as a tracked change, so you can see exactly what I changed and accept or reject each one
• A clean version with every change accepted, ready to send
• Corrections to anything that is wrong as a matter of English law, unenforceable as drafted, or internally inconsistent
• Missing provisions added where the document has left a gap that matters: usually liability, termination, payment, intellectual property or data
• Comments in the margin where a clause is a commercial choice rather than a legal one, so the decision stays yours
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, with anything you should think about before sending it out
• Follow-up questions on the mark-up answered by email, included

What is not included

• A full rewrite. This is a review and amendment of your document, not a replacement for it. If the draft is structurally unsuitable for the deal, I will say so and quote separately for drafting it properly
• A second round of amendments after you have changed the document again, which I can quote for
• Negotiating with the other side
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Reviewing a document the other side drafted, which is the contract review service, at the same price

Questions I am often asked

Our AI-drafted agreement gives the consultant fixed hours and paid holiday. Is that a problem?

It is evidence of worker or employee status rather than self-employment, with the protections and tax consequences that follow. The review removes the employment-style terms and drafts the agreement for a genuinely self-employed engagement, with status checked case by case.

The draft says the deliverables belong to us. Do they?

Not without an assignment in writing signed by the consultant, which a statement of ownership is not. The review adds an assignment of the deliverables on payment, a licence of the consultant's own materials and a waiver of moral rights.

Does the agreement need to deal with IR35?

Where the consultant works through a company and the client is a medium or large business, the off-payroll working rules put the status determination on the client, and the agreement should say who determines status and what happens to the fees if the rules apply. The review adds those provisions; a small client is exempt.

Related guidance and services

• Review of an AI-drafted contract, £495, the service this page describes
• Consultancy and contractor agreements, £595
• Getting an AI-drafted freelance contract checked
• Getting an AI-drafted contractor agreement checked

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