Terms and conditions for a management consultant

A management consultant delivers analysis and advice to a client who may implement only part of it, and later judge the consultant on the result. The terms have to fix the deliverables, separate advice from implementation, make the client responsible for the information the advice rests on, protect the consultant's methods, and cap a liability that a business decision could otherwise inflate without limit. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Management, strategy and operations consultants in England and Wales working for business clients on defined projects, retained advisory roles and interim assignments, as a sole practitioner or a small firm. These are business-client terms.

What matters in management consultancy terms

Scope, deliverables and change

The terms should provide for a written proposal for each engagement setting out objectives, deliverables, timetable, the client's contributions and fees, say that anything outside it is a change to be agreed and priced, and that deliverables are the reports, workshops and recommendations described, not the outcomes the client hopes for. A retained advisory role should define the availability it buys.

Advice, implementation and decisions

The terms should say that the consultant advises with reasonable skill and care, that decisions and implementation are the client's unless implementation is expressly engaged, that results depend on the client's execution, market conditions and factors outside the consultant's control, and that no outcome is guaranteed. Where the consultant does implement, the terms should describe the role, the authority and the reporting line.

Information, assumptions and reliance

Advice rests on what the client discloses. The terms should make the client responsible for the accuracy and completeness of the information it provides, say that the consultant is entitled to rely on it without verification unless verification is engaged, that assumptions are stated in the deliverables, and that deliverables are for the client's use and not for third parties such as investors or lenders unless agreed in writing.

Methods, materials and confidentiality

Under the Copyright, Designs and Patents Act 1988 the consultant's frameworks, tools and pre-existing materials remain the consultant's, licensed to the client for its internal use, with the client owning the deliverables prepared for it on payment. Confidentiality should run both ways and survive the engagement, with a carve-out allowing the consultant to use general know-how. Conflicts with other clients should be disclosed and managed.

Fees, expenses, status and liability

Fees are fixed per project or by day rate, invoiced monthly or at milestones, with expenses recharged as agreed and interest and fixed compensation on late payment under the Late Payment of Commercial Debts (Interest) Act 1998. The consultant is an independent business and the terms should say so, with substitution and no exclusivity, because status turns on the facts and HMRC's Check Employment Status for Tax tool is the reference. Liability should be capped at the fees for the engagement, with consequential loss and losses from decisions based on the advice excluded, tested for reasonableness under the Unfair Contract Terms Act 1977.

What it costs

Customer or supplier terms and conditions, £995. One set of terms, customer-facing or supplier-facing, drafted for your business. Five working days.

Review of your existing terms, £495. You already have terms and want them checked and brought up to date. Returned marked up with my amendments and an explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the terms and conditions drafting 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 full set of bespoke terms drafted for your business, reflecting the legal requirements that apply to your business and sector
• A note in plain English explaining the terms I have drafted for you
• Liability, payment, termination and IP provisions that protect your position and are drafted to withstand scrutiny from the other side
• Guidance on how to incorporate the terms properly
• Your questions and comments answered by email or phone
• One round of amendments to finalise the terms ready for use

What is not included

• Negotiating your terms with individual customers (I am happy to quote for this as an additional service if required)
• Sector-specific regulatory compliance beyond the contract terms themselves
• Website privacy notice and cookie compliance, which I quote separately
• Terms governed by the law of another country
• Tax advice

Questions I am often asked

The client implemented part of our recommendations, it did not work, and they want their fee back. Do they get it?

If the terms say fees are for the deliverables and advice, that implementation and decisions are the client's, and that no outcome is guaranteed, no. Partial implementation is the client's choice and the terms should say the consultant is not responsible for it.

The client wants to give our report to their investors. Can they?

Only if the terms allow it. The usual position is that deliverables are for the client's internal use and not for reliance by third parties unless the consultant agrees in writing, on terms that limit its exposure to those third parties.

Can we reuse a framework we developed on this engagement for other clients?

If the terms say the consultant's methods and know-how remain its own and that the client owns only the deliverables prepared for it, yes, provided the client's confidential information is not disclosed.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for a business coach

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.