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Fashion Stylist Contract (Consultancy Agreement via Personal Service Company)

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Aug, 18 2022

When to use this template

If you are a Fashion Stylist working through a personal service company (also known as a PSC), and you are providing services to another business, then you can use this fully customisable contract template.

This template includes the necessary clauses and terms to ensure that the contract is legally binding and sets out the services offered, your responsibilities, your client's rights, and other important legal matters.

This contract is drafted in a way which makes it clear that you are not an employee of the client company but working for them as a consultant or contractor.

Likewise, if you are a company who is looking to hire a Fashion Stylist as a consultant or contractor to provide services to your company, you can use this template.

It sets out the terms and conditions under which the Fashion Stylist will provide their services and defines the typical commercial terms such as payment, term and termination as well as the assignment of IP to the company and ensures the Fashion Stylist is legally bound to work according to your specifications.

The agreement protects both parties by clearly defining the expectations and responsibilities of each, and can help avoid disputes down the road.

Key issues covered in this template

Consultancy fees (options to base a fee on time worked or on the agreed project fee)

Payment period and method

Term and termination

Power of attorney

Warranties

IP ownership assigned to the company

Liability and Insurance

No employment or partnership relationship between the consultant and company

Licence to use work done under this agreement for the Consultancy’s portfolio

Services provided by the Fashion Stylist

Payment in lieu of notice

What to watch out for

Companies defined as medium and large sized, as well as public authorities need to comply with IR35 to ensure the consultant should not be treated as an employee. For more information, see: https://www.gov.uk/guidance/understanding-off-payroll-working-ir35.

Carefully consider whether you want to include any post-termination restrictions in this agreement as these could increase the risk that an arrangement falls inside IR35.

By default, contractors own the IP of their work under UK law. However, this contract assigns the IP of their work to the company hiring them.

Template preview

CONSULTANCY AGREEMENT

(Fashion Stylist)

DATED [ ]

[ ] LIMITED/PLC

and

[ ] LIMITED/PLC

THIS AGREEMENT is made on , 20[ ● ]

BETWEEN :

(1) [ ] LIMITED (registered number [ ] ) whose registered office is at [ ] (the “Company” ); and

(2) [ ] LIMITED (registered number [ ] ) whose registered office is at [ ] (the “Consultancy” )

IT IS AGREED as follows:

1. Interpretation

1.1. In this agreement:

Associated Company means:

(a) a company which is not a subsidiary of the Company, but whose issued equity share capital (as defined in section 548 of the Companies Act 2006) is owned at least 20% by the Company or one of its subsidiaries; and

(b) a subsidiary of a company within paragraph (a) above (in each case as defined by section 1159 of the Companies Act 2006);

Board means the board of directors of the Company from time to time;

Commencement Date means [the date of this agreement/ ● ] ;

Data Protection Laws mean:

(a) the EU GDPR;

(b) the UK GDPR; and

(c) all other applicable laws and regulations relating to or impacting on the Processing of Personal Data and privacy;

Delivery Date has the meaning given in Schedule 1.

EU GDPR means the EU General Data Protection Regulation (2016/679/EU);

Group means the Company, its subsidiaries[ ,its Associated Companies ], its holding company or any subsidiary of its holding company (in each case as defined by section 1159 of the Companies Act 2006) and Group Company means any one of them;

Fashion Stylist means [ Name ] or such other person(s) as may be substituted under subclause 2.2;

Inside IR35 means an engagement to which Chapter 10 of Part 2 of ITEPA applies;

ITEPA means the Income Tax (Earnings and Pensions) Act 2003;

Lookbook meansa collection of photographs compiled to show off a style in order to give viewers ideas on how to style outfits ;

Personal Data means the personal data processed by the Consultancy (or the Fashion Stylist on its behalf) in the provision of the Services;

Services means the services to be provided by the Consultancy and the Fashion Stylist on the terms contained in this agreement as described in Schedule 1;

Substitute has the meaning given in subclause 2.2;

Tax Review means a review of the fee arrangements under subclause 4.1 conducted pursuant to subclause 3.5 in order to comply with the Company’s obligations set out by the off-payroll tax rules from time to time in force, otherwise known as IR35;

UK GDPR means the EU GDPR as it forms part of retained EU law (as defined in the European Union (Withdrawal) Act 2018) as superseded, amended or replaced from time to time; and

Working Day means a day other than a Saturday, Sunday or bank holiday or other public holiday in England.

1.2. References, in this agreement to a person include a body corporate and an unincorporated association of persons and references to a company include any body corporate.

1.3. Any reference in this agreement to a statutory provision includes any statutory modification or re-enactment of it for the time being in force.

1.4. The Schedules form part of this agreement, and any reference to this agreement includes the Schedules.

1.5. The headings in this agreement do not affect its interpretation.

2. Services

2.1. With effect from the Commencement Date, the Company shall engage the Consultancy, and the Consultancy shall make the Fashion Stylist available, to provide the Services and such other services consistent with the Services as the Company [ and the Group ] may require of the Consultancy from time to time on the terms set out in this agreement.

2.2. The Consultancy shall provide the services using the Fashion Stylist or, where the Fashion Stylist is not available, using suitably qualified personnel of its own choosing (the Substitute ), provided that the Company consents to the use of the identified substitute, which consent will be given unless the Company is reasonably of the view that the proposed Substitute does not possesses the necessary skills and qualifications for the satisfactory completion of the Services. The Consultancy shall procure that any Substitute enters into direct undertakings required by the Company, including with regard to confidentiality. The Consultancy shall continue to invoice the Company in accordance with clause 4 and shall be responsible for the remuneration payable to and any benefits provided to the Substitute. The Consultancy will remain liable for the services completed by the Substitute and will bear any costs.

2.3. For a period of [10] days after delivery of the services, the Consultancy shall provide the Company attention to answer any questions or assist solving any styling issues up to [one ] hour free of charge and billed to the Company at a rate of £ [Rate] per hour for any assistance thereafter. The amount of any assistance billed to the Company shall be included by the Consultancy in its invoices submitted under subclause 4.4. The Consultancy agrees to respond within its normal working hours to any reasonable request for assistance made by the Company regarding the services within [ number ] Working Days of the request.

3. Duties of the Consultancy

3.1. The Consultancy shall and shall procure that the Fashion Stylist shall:

(a) perform the Services with due diligence and in a safe and competent manner;

(b) acquaint itself or himself/herself and comply with any working practices, rules or procedures regarding appropriate conduct and health and safety in the workplace and anti-harassment and bullying applicable to independent contractors at any location where the Services are being performed (whether or not the Company’s premises)[ specify any particular policies or procedures which the Fashion Stylist will need to comply with ];

(c) comply with all applicable laws and regulations, including the Bribery Act 2010;

(d) act in, and use its or his/her best endeavours to promote and protect, the interests of the Company [ and the Group ] in accordance with the general policy [ and directions ] of the Company [ and the Group ];

(e) comply with all reasonable requests given to it or him/her by the [Company/Board] provided that neither the Consultancy nor the Fashion Stylist shall be subject to the direction of the Company as to the manner in which the Services are to be provided;

(f) give to [the Company/Board] such information regarding the provision of the Services or obtained by it or him/her in the course of performing the Services as [the Company/Board ] may require.

3.2. The Consultancy shall procure that the Fashion Stylist provides the full benefit of his knowledge, expertise, technical skill and ingenuity in connection with the provision of the Services and devotes his/her [ full ] time, attention and abilities to the Services [ for at least ● hours/days in each calendar month together with such additional time if any as may be necessary for the proper performance of the Services] OR [at such times as may be necessary for the proper performance of the Services] .

3.3. If the Fashion Stylist is unable to provide the Services due to illness or injury, the Consultancy shall inform [ contact name ] and, if the absence continues, it shall keep [ contact name ] informed of the reason for the absence and its expected duration.

3.4. The Consultancy shall immediately disclose any conflict of interest to the Company which arises in relation to the provision of the Services as a result of any present or future appointment, employment or other interest of the Consultancy or the Fashion Stylist.

3.5. The Consultancy shall, and shall procure that the Fashion Stylist shall, give to the Company such information and documentation regarding the provision of the Services, or obtained by it or them in the course of performing the Services, as the Company may require. This includes such information and documentation as the Company may require from time to time in order to conduct a Tax Review or that it considers (or ought reasonably to consider) to be materially relevant to a Tax Review. The Consultancy will notify [ name ] of any material change to any information or documentation provided to the Company for the purposes of a Tax Review pursuant to this subclause 3.4.

3.6. The Consultancy and the Fashion Stylist acknowledge and agree that the Company will be required to conduct a Tax Review prior to the Commencement Date. In the event the Services are extended or varied beyond their original scope, the Consultancy and the Fashion Stylist shall notify [ name ] immediately. The Consultancy and the Fashion Stylist acknowledge and agree that such extension or variation may require a Tax Review. The Company will engage with the Consultancy and the Fashion Stylist and advise them of the outcome of any Tax Review.

4. Consultancy Fee

4.1. In consideration of the provision of the Services, the Company shall pay the Consultancy a fee of £[ ●] [per Working Day] OR [the agreed project fee for the Services as specified in Schedule 1 ] (plus value added tax properly chargeable on any supply by the Consultancy to the Company under this agreement, if any, against the issue of a proper value added tax invoice) or such higher rate as may be agreed pursuant to subclause 4.2 (the Fee ). If the Company determines from any Tax Review that the provision of the Services is or will be Inside IR35, the Fee will be paid net of any such deductions for income tax and national insurance contributions as are required by law.

4.2. The Fee shall be reviewed by the [Company/Board] at least once [ in every year] , the first review to be on or about [ insert date ], 20[ ● ]. The Company shall not reduce the Fee without the Consultancy’s prior written consent.

4.3. [ The Consultancy shall procure that the Fashion Stylist records weekly all hours worked on a timesheet which must be signed by an authorised representative of the Company. The Fee shall be payable only in respect of time recorded on timesheets so signed. ]

4.4. The Consultancy shall invoice the Company on [ the last day of each calendar month] for the Fee incurred in respect of that month. The invoice must [ give details of the hours/days which the Fashion Stylist has worked and the Services provided and ] be marked for the attention of [ contact name ]. The Company shall settle any invoice submitted in accordance with this clause 4 within [ 30] days of receipt.

4.5. The Fee shall only be payable in respect of the Services actually provided. Nothing in this agreement entitles the Consultancy to be paid a retainer when there are no Services provided (including, for the avoidance of doubt, where the Fashion Stylist is unable to provide the Services due to illness or injury).

4.6. The Company shall be entitled to deduct from the Fee due to the Consultancy any sums that the Consultancy or the Fashion Stylist may owe to the Company [ or any Group Company ] at any time.

5. Expenses [and Facilities]

5.1. [ The Consultancy shall be responsible for all out-of-pocket expenses incurred by the Fashion Stylist in providing the Services.]

OR

5.2. [ The Company shall reimburse the Consultancy (on production of such evidence as the Company may require) the amount (less any value added tax recoverable by the Consultancy) of all travelling, hotel, entertainment and other expenses properly and reasonably incurred by the Consultancy in the course of providing the Services [, provided that all expenses in excess of £[●] shall be subject to the prior written approval of the Company][in accordance with the Company’s expenses policy].

5.3. The amount of any expenses shall be included by the Consultancy in its invoices submitted under subclause 4.4 and, except where the amount of any expenses claimed is disputed by the Company, the Company shall reimburse the Consultancy within [ 30 ] days of receipt of the invoice.

5.4. [ The Company shall provide suitable office accommodation and secretarial assistance for the Fashion Stylist at the offices of the Company for the period of this agreement so as to enable the Consultancy properly to perform the Services. Nothing in this agreement shall have effect as constituting any relationship of landlord and tenant between the Company and the Consultancy and/or the Fashion Stylist, any use of such office accommodation by the Consultancy or the Fashion Stylist being as the Company’s bare licensee.]

6. Confidential Information

6.1. The Consultancy acknowledges that in the course of the provision of the Services, it and the Fashion Stylist will have access to confidential information belonging to the Company [and the Group]. The Consultancy has therefore agreed to accept the provisions of this clause 6, and shall procure that the Fashion Stylist does likewise.

6.2. The Consultancy shall not and shall procure that the Fashion Stylist does not make use of or divulge to any person any confidential information:

(a) concerning the business of the Company [ or any Group Company ] and which comes to its or his/her knowledge during the course of or in connection with the provision of the Services or the Fashion Stylist’s holding of any office within the Group from any source within the Company [ or any Group Company ]; or

(b) concerning the business of any person having dealings with the Company [ or any Group Company ] and which is obtained directly or indirectly in circumstances in which the Company [ or any Group Company ] is subject to a duty of confidentiality in relation to that information.

[ For the purposes of paragraph (a) above, “confidential information” includes but is not limited to [please tailor as appropriate ].]

6.3. This clause 6 shall not apply to information which:

(a) is used or disclosed in the proper performance of the Services or with the prior written consent of the Company;

(b) is or comes to be in the public domain (except as a result of a breach of the Consultancy’s or the Fashion Stylist’s obligations under subclause 6.2); or

(c) is ordered to be disclosed by a court of competent jurisdiction or otherwise required to be disclosed by law.

6.4. For the avoidance of doubt, nothing in this agreement prevents or restricts the Consultancy or the Fashion Stylist from:

(a) [ c heck if the client company’s speak-up machinery extends to Consultancys, then tailor as appropriate ] [making a disclosure concerning actual or suspected wrongdoing in accordance with the [ specify policy ] [including any act or potential act of discrimination in breach of the Equality Act 2010]; or ]

(b) reporting a suspected criminal offence to, or co-operating with any investigation by, the police or any law enforcement agency; or

(c) whether required to or not, making a disclosure to, or co-operating with any investigation by, HM Revenue & Customs or a regulator, ombudsman or supervisory authority [ , including the Financial Conduct Authority and the Prudential Regulation Authority ] regarding any misconduct, wrongdoing or serious breach of regulatory requirements.

6.5. This clause 6 shall continue to apply after the termination of this agreement (whether terminated lawfully or not) without limit of time. The Consultancy shall procure that the Fashion Stylist and any other of its employees [ and sub-contractors] performing the Services is bound by and complies with this clause 6.

6.6. Each of the restrictions in each paragraph or subclause above shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid. If any of those restrictions is void but would be valid if some part of the restriction were deleted, the restriction in question shall apply with such modification as may be necessary to make it valid.

7. Company Property

7.1. For the avoidance of doubt, all documents, manuals, hardware and software provided for the Fashion Stylist’s use by the Company [ or any Group Company ], and any data or documents (including copies) produced, maintained or stored on the Company’s [ or any Group Company’s ] computer systems or other electronic equipment (including mobile or smart phones and tablets if provided by the Company), remain the property of the Company and must be returned by the Consultancy and the Fashion Stylist at any time on the Company’s request.

8.1. The parties foresee that the Consultancy or the Fashion Stylist may make, conceive, develop and/or create Intellectual Property Rights in the course of providing the Services.

8.2. In this clause 8:

(a) Intellectual Property Rights means patents, rights to Inventions, copyrights and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

(b) Inventions means inventions, ideas and improvements, whether or not patentable, and whether or not recorded in any medium; and

(c) IP Materials means all records, reports, documents, papers, drawings, designs, typographical arrangements, software, photographic or graphic works of any type, and all other materials in any medium or format, which are created by or on behalf of the Consultancy or the Fashion Stylist in the course of providing the Services.

8.3. The Consultancy hereby assigns and shall procure that the Fashion Stylist assigns to the Company all existing or future Intellectual Property Rights which arise in the course of performing the Services (including without limitation the IP Materials, all present and future copyrights, and copyright revivals, and extensions). This assignment shall take effect immediately on the creation of each of the Intellectual Property Rights and without payment to the Consultancy or the Fashion Stylist, other than the Fee.

8.4. The Consultancy agrees and shall procure that the Fashion Stylist agrees to sign all documents and do all other acts and things which the Company requests (at its expense) to enable the Company or its nominee(s) to enjoy the full benefit of this clause 8. This includes joining in any application which may be made for registration of any Intellectual Property Rights (such as a patent, trade mark or registered design) arising in the course of, or in connection with, providing the Services.

8.5. The Consultancy agrees that it and the Fashion Stylist may only use the Intellectual Property Rights and IP Materials to perform its or his/her obligations under this agreement, and shall not disclose any Intellectual Property Rights or IP Materials to any third party without the express prior written consent of the Company.

8.6. The Consultancy waives and shall procure that the Fashion Stylist waives all moral rights or equivalent rights in other jurisdictions in IP Materials to which it or he/she would otherwise be entitled under the law of any relevant jurisdiction.

8.7. The Consultancy shall and shall procure that the Fashion Stylist shall immediately transfer to the Company all IP Materials in its or his/her possession or under its or his/her control when this agreement expires or terminates for any reason, or at any time when the Company requests. No copies or other record of any IP Materials may be retained by the Consultancy except with the prior written consent of the Company.

8.8. The Company gives the Consultancy irrevocable permission to use the IP Materials as part of the Consultancy’s portfolio and websites, in galleries and in other media, so long as it is to showcase the Consultancy’s work and not for any other purpose. The Company cannot terminate this irrevocable licence, even on conclusion of this agreement (for whatever reason). The grant of this licence shall survive termination of this contract.

8.9. The Consultancy shall, at the time of signing this agreement, appoint (and shall procure that the Fashion Stylist appoints) the Company to be its attorney by executing a Power of Attorney in the form set out in Schedule 2 so that the Company can give effect to the provisions of this clause 8 as required. A certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this clause 8 shall be conclusive evidence that such is the case so far as any third party is concerned.

8.10. Subject to the express provisions of this agreement (including as to confidentiality), nothing in this agreement shall prevent the Consultancy or the Fashion Stylist from using the general skill and know-how it or he/she acquires during the term of this agreement, in the normal course of its or his/her business.

8.11. This clause 8 shall survive expiry of this agreement, or its termination for any reason.

9. Liability and Insurance

9.1. The Consultancy shall be responsible for, and indemnify the Company [and any Group Company ] in respect of, any damage, loss or liability (whether criminal or civil) of or suffered by (including costs and expenses properly incurred in connection with any claim) the Company [ and any Group Company ] (or its officers or employees) in connection with the provision of the Services.

9.2. The Consultancy shall maintain at its own cost [ comprehensive or specific ] insurance policies for professional indemnity, employer’s liability (if applicable) and public liability in respect of the provision of the Services (the Insurance Policies). [ The [minimum or total] cover [ per claim] of that policy shall be [ ●] ]. OR [ The Consultancy shall discuss and agree the level of cover and other terms of the insurance policies with the Company prior to commencement of the Services] .

9.3. The Consultancy shall (on request) supply a copy of the Insurance Policies to the Company, together with evidence that the relevant premiums have been paid.

9.4. The Consultancy shall notify the insurers of the Company’s interest and shall use its best endeavours to cause such interest to be noted on the insurance policies.

9.5. The Consultancy shall comply, and shall procure that the Fashion Stylist complies, with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if the Consultancy is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Consultancy shall notify the Company without delay.

10. Other Activities

10.1. [ The Consultancy shall keep the Company informed of any services performed by it or the Fashion Stylist for any other person during the currency of this agreement. ]

OR

10.2. [ Nothing in this agreement shall prevent the Consultancy or the Fashion Stylist from undertaking any other business activities while this agreement is in force, provided that:

(a) such activity does not cause a breach of any of the Consultancy’s obligations under this agreement;

(b) the Consultancy shall not, and shall procure that the Fashion Stylist shall not, engage in any such activity if it relates to a business which is similar to or in any way competitive with the business of the Company [or any Group Company] without the prior written consent of the [Company/Board]; and

(c) the Consultancy shall give priority to the provision of the Services to the Company over any other activities undertaken by it during the course of this agreement .]

10.3. The Consultancy shall not and shall procure that the Fashion Stylist shall not enter into any publicity or make any announcement with regard to this agreement unless with the Company’s prior written consent.

10.4. The Consultancy shall not and shall procure that the Fashion Stylist shall not at any time after the termination of this agreement for whatever reason represent itself or himself/herself as being in any way connected with the business or activities of the Company [ or any Group Company ].

[ Consider carefully whether to include post-termination restrictions as these could increase the risk that an arrangement falls inside IR35 ]

10.5. In this clause 10:

(a) Relevant Period means the period of [ ● ] months ending on the Termination Date;

(b) Relevant Area means [ any part of any country in which the Consultancy or the Fashion Stylist was actively involved in the business of the Company [or another Group Company] at any time during the Relevant Period ]; and

(c) Termination Date means the date on which this agreement terminates.

10.6. The Consultancy covenants with the Company and shall procure that the Fashion Stylist covenants with the Company that it will not for a period of [ ●] months after the Termination Date be concerned in any business which is carried on in the Relevant Area and which is competitive or likely to be competitive with any business in which the Consultancy or the Fashion Stylist was actively involved during the provision of the Services during the Relevant Period and which is carried on by the Company [ or another Group Company ] at the Termination Date.

10.7. The Consultancy covenants with the Company and shall procure that the Fashion Stylist covenants with the Company that it will not directly or indirectly on its own account or on behalf of or in conjunction with any person for a period of [ ● ] months after the Termination Date (except on behalf of the Company or any Group Company):

(a) canvass or solicit business or custom for [ goods of a similar type to those being manufactured or dealt in] [ OR ] [services similar to those being provided] by the Company [ or any Group Company ] at the Termination Date, and with which [ goods] [OR] [services] the Consultancy or the Fashion Stylist was actively involved during the Relevant Period, from any person who has been at any time during the Relevant Period a [customer/client ] of the Company [or any Group Company] with whom the Consultancy or the Fashion Stylist was actively involved during the provision of the Services during the Relevant Period; or

(b) deal with any such person.

10.8. The Consultancy covenants with the Company and shall procure that the Fashion Stylist covenants with the Company that it will not directly or indirectly on its own account or on behalf of or in conjunction with any person for a period of [ ●] months after the Termination Date induce or attempt to induce any [ supplier of the Company or any Group Company ] [ distributor of the Company’s or any Group Company’s products] with whom the Consultancy or the Fashion Stylist was actively involved during the provision of the Services during the Relevant Period, to [ cease to supply, or to restrict or vary the terms of supply to, the Company [or any Group Company ]] [ or to cease to distribute any of the Company’s [or any Group Company’s] products or restrict or vary the terms of the distributorship ] or otherwise interfere with the relationship between a [ supplier ] or [ distributor ] and the Company [or any Group Company ].

10.9. The Consultancy covenants with the Company and shall procure that the Fashion Stylist covenants with the Company that it will not directly or indirectly on its own account or on behalf of or in conjunction with any person during the course of this agreement and for a period of [ ● ] months after the Termination Date induce or attempt to induce any employee to whom this subclause 10.8 applies to leave the employment of the Company [ or any Group Company] (whether or not this would be a breach of contract by the employee). This subclause 10.8 applies to an employee of the Company [ or any Group Company ] with whom the Consultancy or the Fashion Stylist had material dealings during the provision of the Services during the Relevant Period and who is employed wholly or mainly in a [ ● ] capacity [ and whose gross basic annual salary is not less than £ ● ]] .

10.10. The covenants in this clause 10 are for the benefit of the Company itself and as trustee for each other Group Company.

10.11. Each of the restrictions in each paragraph or subclause above is enforceable independently of each of the others and its validity is not affected if any of the others is invalid. If any of those restrictions is void but would be valid if some part of the restriction (including part of any of the definitions) were deleted, the restriction in question applies with such modification as may be necessary to make it valid.

10.12. Waiver

(a) The Company understands and accepts that the Consultancy or Fashion Stylist may ask the Company questions over the course of the services that could be intrusive or difficult. Except for the Consultancy’s or Fashion Stylist's breach of its or his/her obligations under clause 2 or Schedule 1, the Company waives and releases any claims arising from or related to the Consultancy’s or Fashion Stylist's inquiries, actions, or services. Conduct or activities that fall outside the purview of the styling services are not covered by this waiver.

10.13. This clause 10 shall survive expiry of this agreement, or its termination for any reason.

11. Termination

11.1. [ This agreement shall continue in force until the Services have been completed but at any time ] the Company or the Consultancy shall be entitled to terminate this agreement on giving to the other not less than [one month’s ] notice in writing expiring at any time [ on or after [ insert date ] ].

11.2. The Company may, without prejudice to any other rights it may have, terminate this agreement immediately by written notice to the Consultancy if:

(a) either the Consultancy or the Fashion Stylist fails or neglects efficiently and diligently to perform the Services or is guilty of any [ serious or repeated ] breach of its or his obligations under this agreement (including any consent granted under it) [ which, in the case of a breach capable of remedy, is not remedied by the Consultancy within [seven] days of receipt by the Consultancy of a written notice from the Company specifying the breach and requiring its remedy] ;

(b) either the Consultancy or the Fashion Stylist is guilty of any fraud or dishonesty or acts in a manner (whether in the performance of the Services or otherwise) which, in the reasonable opinion of the Company, has brought or is likely to bring the Consultancy, Fashion Stylist, Company [ or any Group Company ] into disrepute or is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed);

(c) the Consultancy is unable to provide the Services by reason of the ill health, accident or other absence of the Fashion Stylist for a period or periods aggregating [ ten ] working days in any calendar month;

(d) the Consultancy becomes insolvent or any order is made or resolution passed for the administration or winding up of the Consultancy or a receiver or administrative receiver is appointed in respect of any asset of the Consultancy; or

(e) without the prior consent of the Company, the control of the Consultancy passes to another person or any part of its business is sold or transferred or it ceases for any other reason to carry on business.

11.3. Upon termination of this agreement for whatever reason the Consultancy shall and shall procure that the Fashion Stylist shall:

(a) deliver to the Company all books, documents, papers, materials, records, correspondence (on whatever media and wherever located) relating to the business of any Group Company [ or its clients] , and any keys, mobile telephones, BlackBerrys or other property which may then be in its or the Fashion Stylist’s possession or under its or the Fashion Stylist’s control; and

(b) delete any information relating to the business of the Company [ or any Group Company] [or its clients] stored on any computer, disk, memory stick or other storage media which is in its or the Fashion Stylist’s possession or under its or the Fashion Stylist’s control outside the premises of the Company.

11.4. Clauses 6, 7, 8, 10 and 14 shall survive the termination of this agreement.

12. Data Protection

12.1. The Company will collect and process information relating to the Fashion Stylist in accordance with the privacy notice, a copy of which can be found [ insert details ].

12.2. The Consultancy and the Fashion Stylist shall comply with the Company’s data protection policy as amended from time to time which is available on [ insert details ] , and its and their obligations under the Data Protection Laws when processing Personal Data.

13. Warranties

13.1. The Consultancy warrants to the Company that:

(a) it employs the Fashion Stylist and has available to it the exclusive use of his/her services for the duration that the Fashion Stylist provides the Services; and

(b) by entering into this agreement and performing the Services, neither the Consultancy nor the Fashion Stylist shall be in breach of any contract or other obligation binding on it or him/her.

13.2. The Consultancy warrants that the Fashion Stylist is experienced and properly qualified to provide the Services.

13.3. [The Consultancy warrants that it is not nor will it prior to the cessation of this agreement become a Managed Service Company, within the meaning of section 61B, Income Tax (Earnings and Pensions) Act 2003.] OR [The Consultancy warrants that the Fashion Stylist is its sole shareholder and director. ]

14. No Employment or Partnership

14.1. [Save for any determination that the Company makes pursuant to subclause 4.1 that the provision of the Services is or will be Inside IR35, nothing] [Nothing ] contained in this agreement shall be construed or have effect as constituting any relationship of employer and employee, worker, agency or partnership between the Company and the Consultancy or between the Company and the Fashion Stylist or Company and the Substitute.

14.2. The Consultancy shall be responsible for the payment of all remuneration payable to and any benefits provided to the Fashion Stylist under his contract of employment or otherwise. The Consultancy shall indemnify the Company in respect of any liability (including any income tax, national insurance and any other form of taxation or social security cost and any interest or penalties imposed on the Company) in relation to the Fashion Stylist’s remuneration or benefits save that this indemnity will not apply in respect of deductions that the Company is required to make from the Fee under subclause 4.1 and in relation to the Substitute's remuneration or benefits pursuant to subclause 2.2.

14.3. The Consultancy shall indemnify the Company [ or any Group Company] on demand against any liability for any employment related claim or any claim based on worker status brought by the Consultancy or the Fashion Stylist or the Substitute arising out or of in connection with the provision of the Services.

14.4. Neither the Consultancy nor the Fashion Stylist shall be entitled by virtue of this agreement to bind the Company [ or any Group Company ] or to contract in the name or create liability against the Company [ or any Group Company ] in any way and for any purpose except as expressly authorised in writing by the Company.

15. General

15.1. With effect from the Commencement Date, all other agreements or arrangements between the Consultancy or the Fashion Stylist and the Company relating to the provision of Services by the Consultancy or the Fashion Stylist shall cease to have effect [ and accordingly any sum or sums paid to the Consultancy by way of fees under any such other agreements or arrangements in respect of any periods since that date shall be deemed to have been received by the Consultancy on account of the Fee ]. This agreement constitutes the entire agreement and understanding between the parties.

15.2. No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.

15.3. The Consultancy shall not assign this agreement to any person; nor shall it sub-contract or delegate to any person any of its obligations under this agreement (other than to a Substitute in accordance with the terms of this agreement or other than with the prior written agreement of the Company).

15.4. The Contract (Rights of Third Parties) Act shall not apply to this agreement, and only the Company and the Consultancy shall have any rights under this agreement.

15.5. This agreement is governed by and shall be construed in accordance with English law.

15.6. The parties submit to the exclusive jurisdiction of the English courts for all purposes relating to this agreement.

16. Notices

16.1. Any notices or other document to be served under this agreement will be delivered by hand or sent to the relevant party at the address, fax number or email address given in this agreement or as otherwise notified in writing to the other party in [[ ● ] [ insert document or place ] ].

16.2. The notice or other document will be deemed to have been received (based on local time in the place of deemed receipt):

(a) if delivered by hand, at the time it is left at the address or given to the addressee;

(b) in the case of pre-paid first class UK post or other next-business day delivery service, at 9.00am on the second business day after posting or at the time recorded by the delivery service; or

(c) if sent by fax or email, at the time of transmission.

16.3. Proof that delivery was made or that the envelope containing such notice or other document was properly addressed and posted as a first class letter or transmitted by fax or email will be sufficient to prove service. This clause 16 does not apply to the service of any proceedings or other documents in any legal action.

This agreement has been signed by the duly authorised representatives of the Company and the Consultancy on the date which appears first on page [1 ].

Schedule 1

1. The Services:

1.1. In consideration of the mutual covenants, and subject to the terms and conditions set forth in this agreement, the Company requests and the Fashion Stylist agrees to perform the following styling services:

(a) [ Describe services ]

(b) The Company and Fashion Stylist acknowledge and concur with the following in order to comprehend and define the services and relationship:

(i) With the Fashion Stylist's approval, the Company designs and defines the Fashion Stylist-Company relationship, which is based on the Company's declared interests, aspirations, and principle objectives;

(ii) to help the Company identify personal and/or professional goals, establish strategies and action plans to accomplish those goals, and track the progress of implementing the action plans in connection to styling, the Fashion Stylist employs discussion, questions, and requests;

(iii) the Fashion Stylist does not provide the Company with counselling, therapy, advise, solutions, or instructions as this is outside the scope of the services. If problems emerge that should be resolved in a different context, the Fashion Stylist will recommend the Company to a suitable specialist. If there are any barriers or requirements that necessitate additional specialist services, the Company will alert the Fashion Stylist; and

(iv) the Fashion Stylist cannot and does not guarantee that the Company will take any specific action or reach any specific goals; the Company is solely responsible for its own success.

(c) An initial appointment for [ 2 hours ] whereby the Consultancy will discuss the Company’s style and develop understanding of the brand. The Consultancy will create an action plan for the Company based off this appointment to use going forward;

(i) The Fashion Stylist and the Company will decide on a mutually convenient time for an appointment. This period will be reserved once it has been determined and set as the standard appointment time. If the Company needs to cancel an appointment, it must do so at least [ 24 hours ] in advance to avoid being charged for the appointment. Appointments are held [ in person/virtually][If virtual, state what method is used.]

(d) A complete closet edit done [ in person or virtually ];

(e) [Two ] supported [ in person OR virtual ] shopping sessions;

(f) [Two ] [ in person OR virtual ] styling sessions;

(g) The Fashion Stylist will curate looks for the Company and build a digital Lookbook, which shall include [ 15-30 ] looks or styles, to be used by the Company for reference;

(h) The Fashion Stylist shall be in an on-call status for [ six weeks ] and will remain available to answer questions regarding the styling services during this period. The Fashion Stylist will only respond to on-call questions during working hours which are [ 9am-5pm]. The Fashion Stylist is not required to remain in a fixed location but must notify the Company where he/she may be reached by [ telephone or email ];

(i) The Fashion Stylist is expected to assist the Company with:

(A) Personal branding;

(B) Special event styling; and

(C) Photo shoot styling.

(j) Changes and Revisions:

The Company may request that reasonable changes be made to the services and tasks associated with the implementation of the services. If the Company requests such a change, the Consultancy will use its best efforts to implement the requested change at no additional expense to the Company and without delaying delivery of the service. In the event that the proposed change will, in the sole discretion of the Consultancy, require a delay in the delivery of the service or would result in additional expense to the Company, then the Company and the Consultancy shall confer, and the Company may either withdraw the proposed change or require the Consultancy to deliver the service with the proposed change and subject to the delay and/or additional expense. The Company agrees and acknowledges that the judgement as to if there will be any delay or additional expense shall be made solely by the Consultancy.

(i) [Any additional expense due to requested changes/edits/revisions to the Specifications will be billed to the Company at a rate of £[Rate] per [hour]. The amount of any additional expense billed to the Company shall be included by the Consultancy in its invoices submitted under subclause 4.4. ]

1.2. Timelines:

(a) [ add details stating when the deliverables/milestones are expected and the dependencies on that timeline ]

(b) The Fashion Stylist shall complete the services in accordance with the milestones attached hereto as 1.2 above. In accordance with such milestones, the service shall be delivered to the Company by [ date ] (the “Delivery Date”).

1.3. [ Project Fee: Details, including any milestones, staged payment processes etc. to be included ].

1.4. [ Specific project requirements and further detailed services required of the Fashion Stylist may be found in the statement of work to be accompanied with this agreement provided by the Company or a project proposal provided by the Fashion Stylist/Consultancy .]

1.5. [ The services will be provided at [the Company’s main office]:

(a) [Address]

(b) There may be occasions where services may need to be carried out at other Group Company office locations ]

OR

1.6. [ The Fashion Stylist will be able to work remotely subject to the routine travel that the Company deems reasonably necessary for the Fashion Stylist to accomplish his/her job obligations according to this agreement, including trips to the Company's main offices in [address/location]. In order to make certain that the location from where the Fashion Stylist is providing services complies with all relevant rules, policies, and regulations, the Company requests that the Fashion Stylist notify the Company of the location.]

1.7. The Fashion Stylist will be required to liaise with [ role ] or any other senior manager as decided by the Company in connection with the provision of the Services.

Schedule 2

2. Power of Attorney

By this Power of Attorney made [ today] [on [ ● ]] , I [ ● ] of [ ● ] in accordance with the consultancy agreement between [ name of Consultancy Company ] (the Consultancy ) and [ name of Company ] (the Company ) dated [ today] [ ● ] (the Consultancy Agreement ), the Consultancy HEREBY APPOINTS the Company to act as its attorney with authority in its name and on its behalf (with words and expressions defined in the Consultancy Agreement having the same meaning herein):

2.1. during the Agreement or after it has terminated, to do anything and sign or execute any document and generally to use its name for the purpose of giving to the Company or its nominee(s) the full benefit of clause8 (Intellectual Property) of the Consultancy Agreement; and

2.2. to appoint any substitute and to delegate to that substitute all or any powers conferred by this Power of Attorney.

The Consultancy declares that this Power of Attorney, having been given by it to secure its and the Fashion Stylist’s obligations under clause8 (Intellectual Property) of the Consultancy Agreement, shall be irrevocable in accordance with section4 of the Powers of Attorney Act 1971.

IN WITNESS whereof this Power of Attorney has been duly executed.

EXECUTED by as a deed by

)

[ Consultancy Company ] acting by [ name of Director ], a director)

Director

in the presence of:

)

Witness :

Signature:

Name:

Address:

SIGNED by [ NAME OF DIRECTOR/AUTHORISED PERSON ] for and on behalf of [ NAME OF THE COMPANY]

)

)

....................................................................

)

[ Director] or [Authorised Person ]

SIGNED by [ NAME OF DIRECTOR/AUTHORISED PERSON ] for and on behalf of [ NAME OF CONSULTANCY COMPANY ]

)

)

)

.......................................................................

)

[ Director of Consultancy] or [Authorised Person ]

175

Used by

Author

The Genie Team consists of lawyers and paralegals. Our aim is to open source the law and provide high quality, regularly reviewed legal documents.

Services unique to the role of Fashion Stylist were added as part of the services the Consultancy will provide under this agreement. The template contains clauses specific to consultancy agreements through a personal service company (PSC). Addition to the IP clause includes a licence for the Consultancy to use the work created under this agreement for a portfolio of work (no other purpose or use is allowed).