Terms for a technology consultancy

A technology consultancy sells judgement, and the terms have to protect judgement in the ways the law allows: by defining what the advice covers and what it assumes, by saying who may rely on it and who may not, by keeping the consultancy's methods its own while giving the client its reports, by managing conflicts and confidentiality across clients who compete, and by capping liability at a level the fee and the insurance support. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Technology consultancies, fractional CTOs, architects, transformation advisers and technical due diligence providers in England and Wales advising business clients under a retainer, a project engagement or a one-off review.

What matters in technology consultancy terms

The services and the deliverables

The terms should provide for each engagement to be defined by a proposal or statement of work setting out the questions the consultancy will address, the information it will rely on, the deliverables (a report, a recommendation, a design, attendance at meetings) and the timetable, and should say that the consultancy provides advice and recommendations rather than implementation unless the statement of work says otherwise; the consultancy's obligation is reasonable care and skill under section 13 of the Supply of Goods and Services Act 1982, and the terms should say that the client is responsible for decisions taken on the advice.

Reliance on advice and who may rely on it

The terms should say that the advice is given for the client's benefit only, on the information provided and the assumptions stated, as at its date, and that no one else may rely on it without the consultancy's written agreement, which excludes third-party rights under section 1 of the Contracts (Rights of Third Parties) Act 1999 and limits the consultancy's duty of care to the client; where the client wants to show a report to investors, lenders or buyers, the terms should provide for a reliance letter at a fee, because a technical due diligence report relied on by a buyer is a claim the consultancy did not price.

Intellectual property in reports and the consultancy's methods

The consultancy owns the copyright in its reports and deliverables under section 11 of the Copyright, Designs and Patents Act 1988, and the terms should license them to the client for its internal use on payment, retain the consultancy's methodologies, templates, frameworks and know-how, allow the consultancy to reuse them for other clients, and say that the client's information remains the client's; where the client needs ownership of a design or specification it will build from, the terms should provide for assignment on payment as an option in the statement of work.

Confidentiality and conflicts

The terms should impose confidentiality on the consultancy for the client's information with the usual exceptions, allow the consultancy to disclose the engagement's existence unless the client objects, and address conflicts: the consultancy may act for other clients including competitors, will not use one client's confidential information for another, and will tell the client if a conflict arises that prevents it from acting; a consultancy that gives an exclusivity it did not price has given away its market.

Fees, expenses, payment and the consultancy's people

The terms should state the fee basis (fixed, day rate or retainer), what a day is, expenses at cost with approval above a threshold, invoicing intervals, payment terms with interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and the consultancy's right to suspend for non-payment; they should say that the consultancy decides which of its people perform the work, that substitutions are permitted, that the client may not solicit them for a stated period, and, for an individual consultant working through a company, address the off-payroll working rules in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 where the client is a medium or large business.

Liability, insurance and the boilerplate

The terms should cap the consultancy's liability at a multiple of the fees for the engagement that its professional indemnity insurance supports, exclude consequential loss and losses from the client's implementation decisions, state that the cap does not apply to death, personal injury or fraud, and provide for the cap to be tested for reasonableness under section 11 of the Unfair Contract Terms Act 1977; an entire agreement clause should exclude liability for pre-contract statements within section 3 of the Misrepresentation Act 1967, English law should apply, and where the consultancy handles personal data in the client's systems, the processor terms under Article 28 of the UK GDPR should be included.

What it costs

SaaS or technology contract, £995. One contract drafted for how your product or service is sold, delivered and supported. Five working days.

Buying online forms the engagement on payment. The scope is what the saas and technology contracts 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 bespoke contract drafted for how your product is sold, delivered and supported
• Service levels you can meet, with remedies that are proportionate rather than aspirational
• A liability position that is defensible and will survive enterprise procurement
• IP and data provisions that fit together rather than contradicting each other
• A commercial note on where you will get pushback and what is worth conceding
• One round of amendments

What is not included

• Negotiating individual enterprise deals, which I quote separately
• Advice on the law of jurisdictions outside England and Wales
• Technical security certification or audit
• Regulatory advice for regulated sectors such as financial services or health

Questions I am often asked

A client's investor relied on our due diligence report and now says it was wrong. Are we liable to them?

Not if the terms confine reliance to the client and exclude third-party rights, and no reliance letter was given. The investor's claim, if any, is against whoever gave them the report. That is why reliance letters are priced.

Can we advise a client's competitor?

If the terms say the consultancy may act for competitors without using one client's confidential information for another, yes, subject to telling the client where a conflict prevents it. An exclusivity should be a priced term, not an assumption.

Does the client own our report?

The client receives a licence to use it for its own purposes; the consultancy keeps the copyright and its methods. Where the client needs to own a design, the statement of work provides for assignment on payment.

Related guidance and services

• SaaS and technology contracts, £995, the service this page describes
• Consultancy and contractor agreements, £595
• Contract review, £495
• Terms for a software house working on time and materials
• Terms and conditions for a management consultant

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.