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Consulting Agreement

Business Coaching Contract Template UK | SME Coach Agreement

A business coaching engagement without a written contract leaves both coach and client exposed to disputes over scope, fees, and ownership of materials. Without clear terms, coaches risk unpaid invoices with no legal footing under the Late Payment of Commercial Debts Act 1998, while clients have no guarantee of confidentiality or agreed deliverables. For coaches operating as sole traders or limited companies, a well-drafted agreement also helps demonstrate genuine self-employment, supporting your position outside IR35 under Chapter 10 of ITEPA 2003. This template covers the key terms SME coaches and their clients need: engagement scope, payment schedules, intellectual property, and termination rights. Whether you deliver one-to-one executive coaching or group programmes for SMEs, a signed contract protects both parties from the outset. Generate your business coaching contract now.

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Key clauses in a Consulting Agreement

1

Scope of Coaching Services

This clause defines exactly what the coach will deliver — session frequency, format, duration, and any agreed outcomes or programme structure. Without a precise scope, clients may demand additional sessions or resources beyond what was quoted, creating unpaid work and potential disputes that are difficult to resolve without written terms.

2

Fees and Payment Terms

This clause sets out the coaching fee, payment schedule, and the consequences of late payment, including the right to charge statutory interest under the Late Payment of Commercial Debts Act 1998. For coaches invoicing SMEs or sole traders, the Act entitles them to claim 8% above the Bank of England base rate on overdue amounts, along with fixed debt recovery costs.

3

Intellectual Property Ownership

This clause confirms who owns the coaching materials, frameworks, exercises, and written resources created during the engagement. Under the Copyright, Designs and Patents Act 1988, original works created by an independent contractor remain the property of the creator unless the contract explicitly transfers ownership, so this clause prevents ambiguity over whether a client can reuse or redistribute proprietary content.

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Frequently asked questions

Does a business coaching contract affect my IR35 status?

Yes, the terms of your contract are one of the factors HMRC considers when assessing IR35 status under Chapter 10 of ITEPA 2003. A contract that reflects genuine self-employment — showing no obligation for the client to provide ongoing work, no right of substitution being fettered, and no supervision or control over how you deliver sessions — supports a determination of being outside IR35. It does not guarantee that outcome, but a poorly drafted contract that mirrors employment terms increases your risk.

Can I include a clause preventing clients from poaching my associate coaches?

Yes, a non-solicitation clause can restrict the client from directly engaging your associate coaches or sub-contractors for a defined period after the contract ends, typically 6 to 12 months. UK courts will enforce these clauses provided they are reasonable in duration and scope — they must protect a legitimate business interest and go no further than necessary, as established in case law applying the restraint of trade doctrine. A blanket prohibition on any future contact is unlikely to be upheld.

What happens if a client cancels a coaching programme halfway through?

Your contract should include a clear cancellation policy specifying whether fees already invoiced remain payable and whether a cancellation fee applies to future sessions. Without this, you would need to rely on general contract law principles to recover losses, which typically means demonstrating your actual financial loss — a more difficult and uncertain process. A fixed cancellation fee or a notice period with fees remaining due is enforceable in English contract law provided it represents a genuine pre-estimate of loss rather than a penalty.

The information on this page is for general informational purposes only and does not constitute legal advice. Contracto generates AI-assisted contract templates — they are not a substitute for advice from a qualified solicitor. For high-value or complex engagements, always seek independent legal review.