Consultancy agreement for a marketing consultant

A marketing consultant produces strategy, content and campaigns that a client will use for years, often with the client's customer data and in the client's name, and the agreement has to settle who owns what is produced, who is responsible when a campaign breaks the marketing rules, and on what basis the consultant is engaged. I prepare the agreement from either side for £595, a fixed fee, within five working days. The agreement is drafted to reflect a self-employed engagement; status is checked case by case with HMRC's Check Employment Status for Tax tool, and no agreement can guarantee an individual's status.

Who this is for

Businesses in England and Wales engaging a freelance marketing consultant for strategy, campaigns, content or a retained marketing function, and consultants who want an agreement to use with every client.

What matters in a marketing consultant's agreement

The services and deliverables

The agreement should define the services and deliverables for each engagement (a strategy document, a campaign plan, content to a schedule, management of channels, reporting) by a statement of work, with the client's responsibilities (approvals, access, brand assets, budget) and a change mechanism, so that a retainer for 'marketing support' does not become a full-time role by accretion; reasonable care and skill, implied by section 13 of the Supply of Goods and Services Act 1982, is the consultant's obligation, and results depend on the market and the client's product, which the agreement should say.

Intellectual property in strategy, content and creative

The consultant owns the copyright in what they create under section 11 of the Copyright, Designs and Patents Act 1988 until it is assigned, and the agreement should assign the IP in the deliverables to the client on payment in writing under section 90, with the consultant's methods, templates and pre-existing materials retained and licensed, and with third-party assets (stock images, fonts, music, freelancers' work) licensed in the client's name; the consultant may show the work in a portfolio unless the client objects, and that permission belongs in the agreement rather than in an assumption.

Campaigns and the marketing rules

Where the consultant plans or runs campaigns, the agreement should say that the client approves what goes out, that the consultant advises on compliance with Part 4 of the Digital Markets, Competition and Consumers Act 2024 and the advertising codes but the client is the advertiser responsible for its claims, that influencer and affiliate arrangements the consultant arranges are contracted by the client, and that prize promotions follow the codes; a consultant who signs off claims in the client's name has taken on the client's exposure.

Data, lists and consent

Marketing uses customer data, and the agreement should allocate the roles: the client is the controller, the consultant acts on its instructions and as its processor under Article 28 of the UK GDPR where the consultant handles the data, email and SMS campaigns go only to people whose consent or soft opt-in the Privacy and Electronic Communications (EC Directive) Regulations 2003 require, and purchased lists are the client's decision on the consultant's advice; the consultant's own use of the client's audience for other clients should be prohibited.

Fees, retainers, expenses and advertising spend

The agreement should state the fee basis (project fee, day rate or monthly retainer with a stated allocation of time and what happens to unused time), the interest the Late Payment of Commercial Debts (Interest) Act 1998 adds to invoices paid late, expenses, and the treatment of advertising spend, which should be paid by the client directly to the platforms or passed through at cost without the consultant funding it; a consultant who pays media spend on a client's behalf is lending the client money.

Status, notice, liability and the end

The agreement should reflect a self-employed engagement: the consultant's other clients, own equipment and premises, control over how the work is done, a right to substitute for defined tasks, and no obligation to offer or accept work beyond the statement of work, with the off-payroll working rules in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 noted where the consultant works through a company for a medium or large client. Notice should be stated on both sides with a handover of accounts and assets, and liability capped at the fees for the engagement with consequential loss and the results of campaigns excluded, tested 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 consultant ran an email campaign to a purchased list and we received complaints. Who is responsible?

The client, as the sender whose marketing it was and the controller of the data, though the consultant may be liable to the client for negligent advice within the cap. The agreement makes the client the decision-maker on lists and consent and requires the consultant to advise on the rules.

Can the consultant show our campaign in their portfolio?

If the agreement permits it, which is the usual position, subject to the client's right to object for confidential campaigns. Without a clause the consultant owns the copyright they have not assigned and the client owns what has been assigned, and neither position answers the question.

Should we pay advertising spend through the consultant?

Better not. The agreement provides for the client to pay platforms directly or for spend to be passed through at cost, so that the consultant is not financing the client's media and the client's accounts are its own.

Related guidance and services

• Consultancy and contractor agreements, £595, the service this page describes
• Contract review, £495
• Employment contracts and handbooks, £595
• Consultancy agreement for a fractional CMO

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.