Consultancy agreement for a sustainability or ESG consultant

A sustainability consultant produces numbers and statements that a client will put in front of customers, investors and regulators, and the agreement has to deal with what happens when those numbers are questioned: the methodology they rest on, the data the client supplied, the claims the client chooses to make from them, and the people beyond the client who may read them. Whichever side instructs me, the agreement is drafted for a fixed fee of £595 and delivered in five working days. 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 consultant for carbon accounting, net zero plans, ESG reporting, supply chain assessments or sustainability strategy, and consultants in those fields who want an agreement that protects them when their work is published.

What matters in a sustainability consultant's agreement

The services, data and methodology

The agreement should define the services (a carbon footprint, a net zero plan, an ESG report, a supplier assessment, certification support) by a statement of work, name the methodology and standards applied, say that the consultant relies on data the client provides and does not audit it unless engaged to, and record the assumptions and boundaries of the assessment; a footprint without a stated boundary is a number without a meaning, and the agreement should make the client responsible for the data it supplies.

The claims the client will make and the greenwashing rules

The client will use the consultant's work in marketing, and environmental claims to consumers must be accurate, substantiated and not misleading under Part 4 of the Digital Markets, Competition and Consumers Act 2024 and the advertising codes, with the Competition and Markets Authority's guidance on green claims setting the standard; the agreement should say that the consultant advises on what the work supports, that the client decides what claims to make and is responsible for them, and that the consultant's report may not be quoted selectively or beyond its stated scope.

Reliance by investors, lenders and customers

ESG reports are read by investors, lenders and large customers, and the agreement should confine reliance to the client, exclude third-party rights under section 1 of the Contracts (Rights of Third Parties) Act 1999, state that the report is as at its date on the information provided, and provide for a reliance letter at a fee where a lender or investor needs one; a consultant whose footprint figure underpins a bank's sustainability-linked loan has an exposure the fee did not contemplate unless the agreement says otherwise.

Intellectual property in assessments and tools

The consultant's models, calculators, templates and methodologies are the consultant's copyright under section 11 of the Copyright, Designs and Patents Act 1988 and should be retained and licensed, with the client's report and data outputs licensed to the client for its own use and publication within the agreement's limits, or assigned on payment under section 90 where the client needs ownership; data the client provides remains the client's, and the consultant should be able to use anonymised, aggregated data to improve its methods if the agreement says so.

The engagement's status

The agreement should reflect an independent consultancy with several clients, its own methods, staff and equipment, control over how the work is done, the use of associates and substitutes, and no obligation to offer or accept further work; Under Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 a medium or large client engaging a consultant's company determines status itself, with HMRC's tool applied to the way the engagement is conducted.

Fees, notice and liability

The agreement should state the fee basis, statutory interest on overdue invoices under the Late Payment of Commercial Debts (Interest) Act 1998, expenses, a right for either side to end on notice with payment for work done, and a liability cap at a multiple of the fees with consequential loss, regulatory penalties and losses from the client's claims excluded, tested under section 11 of the Unfair Contract Terms Act 1977, and professional indemnity insurance at an amount the agreement states; confidentiality should cover the client's data, and the consultant should be free to act for other clients including competitors.

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 calculated our carbon footprint. Can we say we are carbon neutral?

Only if the work supports that claim under the green claims rules, and the decision and the responsibility are the client's. The agreement requires the consultant to say what the work supports and makes the client responsible for what it publishes.

Our bank wants to rely on the consultant's report for a sustainability-linked loan. Does the agreement allow that?

Not without a reliance letter, which the agreement provides for at a fee. Reliance by the bank is a separate exposure for the consultant and should be priced and insured.

Who owns the carbon model the consultant built?

The consultant, who licenses the outputs to the client. The agreement can assign the client-specific report on payment, but the model and methodology stay with the consultant for other clients.

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 management consultant
• Consultancy agreement for an engineering consultant

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.