MAKE YOUR FREE Engagement Letter
What we'll cover
What is an Engagement Letter?
An Engagement Letter is a simple, easy to use contract that covers the provision of services to a customer. Engagement Letters can be used for a wide range of services, from content creation and web design to tutoring and musical performance.
When should I use an Engagement Letter?
Use this Engagement Letter:
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to send a letter containing the intended terms of a service provision arrangement
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whether you’re the service provider or the customer
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to cover the provision of services to a business or a consumer (ie somebody not acting in the course of business)
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for one-off or regular service provision
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for providers and customers based in England, Scotland, or Wales
Sample Engagement Letter
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Date:
Re: provision of services to.
These are the proposed terms of our service provision arrangement:
The Parties to the Agreement
- This contract for the provision of services (the Agreement) is formed between (the Provider) and (the Customer); together the Parties.
The Services to be Provided
- This Agreement is for the provision of services to the Customer by the Provider (the Services).
- The Services will be provided according to the following requirements:
- The Services may be provided by any suitable individual employed by or otherwise working on behalf of the Provider.
Fees to be Paid for the Services
- In exchange for the Services, the Customer will owe the Provider
- The Customer is not responsible for any additional charges that the Provider incurs in carrying out the Services, including but not limited to taxes, materials and equipment costs, licensing costs, and legal fees or payments due to third parties being impacted by delivery of the Services.
- The Provider and the Customer shall pay all amounts due under this Agreement in full without any deduction except regarding any deductions required by law. Neither Party shall be entitled to assert any credit, set-off, or counterclaim against the other in order to justify withholding payment of any amount due, in whole or in part.
Communication Between the Parties
- The best method of contacting the Provider is. Any issues with or concerns about the Services provided will be made known to the Provider as soon as reasonably practicable via this communication method.
- The best method of contacting the Customer is.
- Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other Party's registered address or place of business, sent by email to its main business email address, or sent by fax to its main fax number. Notices:
- Sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and, where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting;
- Delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
- Sent by email will be deemed to have been received on the next Working Day after sending, provided they were sent to the correct email address and no notice of delivery failure is received; and
- Sent by fax will be deemed to have been received on the next Working Day after transmission.
Compliance with the Law
- In providing the Services, the Provider commits to abiding by all relevant laws. The Provider will be solely responsible for any breaches of the law, including but not limited to infringements of third parties' rights that are not due to the Customer's conduct. Relevant areas of the law that provision of the Services will abide by include but are not limited to advertising, data protection, health and safety, intellectual property, defamation, occupier's liability, criminal, human rights, anti-bribery and corruption, and personal injury law.
- Any business insurance policies that it is appropriate for the Provider to hold are the Provider's responsibility to obtain and maintain.
Customer Obligations
- The Customer will perform any actions that are reasonably necessary to allow the Provider to provide the Services, including but not limited to allowing access to relevant premises under its control, answering questions about Service delivery, and providing access to necessary assets (e.g. digital assets). If this requirement is not complied with, the Provider will not be responsible for any consequent failure to deliver the Services.
Resolving Issues and Complaints
- If the Provider delivers the Services late without the prior agreement of the Customer, the Customer can require the Provider to reduce the Fees by a reasonable amount. What is reasonable is to be determined based on the magnitude of the delay and the effect of the delay on the benefit that the Customer obtains from the Services.
- In all other respects, issues and complaints should be dealt with in accordance with the Terms and Conditions. Where appropriate, the communication methods set out in the section of this Agreement titled 'Communication Between the Parties' should be used for an initial attempt at resolution.
Ending the Agreement
- This Agreement shall continue until the Parties' obligations under the Agreement are discharged unless it is terminated earlier in accordance with the following clauses.
- Either Party may terminate this Agreement immediately by giving written notice to the other Party if that other Party:
- Does not pay any sum due to it under the Agreement within 30 Working Days of the due date for payment;
- Commits a material breach of the Agreement which, if capable of remedy, it fails to remedy within 10 Working Days after being given written notice specifying full particulars of the breach and requiring it to be remedied;
- Persistently breaches any term(s) of the Agreement;
- Is dissolved, ceases to conduct substantially all of its business, or becomes unable to pay its debts as they fall due;
- Undergoes a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010); or
- (If that Party is an individual) dies or, as a result of illness or incapacity, becomes incapable of managing their own affairs.
- The Customer may terminate this Agreement immediately by giving written notice to the Provider if the Provider:
- Is a company over any of whose assets or property a receiver is appointed;
- Makes any voluntary arrangement with its creditors or (if the Provider is a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
- (If the Provider is an individual or firm) has a bankruptcy order made against it or (if the Provider is a company) goes into liquidation; or
- Is convicted of any criminal offence.
- All sums owed to the Provider under this Agreement shall become due immediately on the Agreement's termination, despite any other provision.
- On termination or expiry of this Agreement, the Customer shall, within a reasonable timeframe, return any relevant Deliverables and other property or materials that remain the property of the Provider. Until they have been returned or repossessed, the Customer shall be solely responsible for their safekeeping.
- Termination or expiry of the Agreement shall not affect any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
- Other than as set out in the Agreement, neither Party shall have any further obligation to the other under the Agreement after its termination or expiry.
Applicable Terms and Conditions
- This Agreement incorporates and is governed by the terms and conditions titled '' (the Terms and Conditions), which can be found.
- Any conflicting terms implied by custom or practice, trade, or a previous course of dealing between the Parties are excluded by the Terms and Conditions.
- If any discrepancy is identified between the terms of the Terms and Conditions and the other terms of the Agreement set out in this document, the other terms of this Agreement will prevail.
General
- This Effective Date of this Agreement is.
- This Agreement (including the Terms and Conditions) contains the whole agreement between the Parties relating to its subject matter and supersedes all prior discussions, arrangements, or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
- Neither Party may assign, transfer, sub-licence, or sub-contract to any third party the benefit and/or burden of the Agreement or of any of the rights under this Agreement without the prior written consent (not to be unreasonably withheld) of the other Party.
- No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both Parties.
- The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement.
- Unless otherwise agreed, no delay, act, or omission by a Party in exercising any right or remedy available in relation to this Agreement will be deemed a waiver of that, or any other, right or remedy.
- A provision which by its intent or terms is meant to survive the termination of the Agreement will do so.
- If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal, or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
- Unless specifically provided by the Parties, nothing in the Agreement will establish any employment relationship, partnership, or joint venture between the Parties, or mean that one Party becomes the agent of the other Party, nor does the Agreement authorise any Party to enter into any commitments for or on behalf of the other Party.
Jurisdiction
- Except where an exception applies as set out in the Terms and Conditions (e.g. in relation to disputes under consumer law):
- This Agreement will be governed by and interpreted according to the laws of England and Wales.
- All disputes and claims arising under the Agreement (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
This ends the proposed terms of the Agreement.
hope that you are happy with the proposed Agreement set out above. Whether you are happy with these terms or you wish to discuss amendments, look forward to hearing from you.
Yours sincerely,
Countersigned by the to indicate their full acceptance of the terms of the Agreement above:
About Engagement Letters
Learn more about making your Engagement Letter
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How to make an Engagement Letter
Making your Engagement Letter online is simple. Just answer a few questions and Rocket Lawyer will build your document for you. When you have all the information about the services to be provided prepared in advance, creating your document is a quick and easy process.
You’ll need the following information:
The provider and the customer
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What are the provider’s (ie the party that will provide services’) name, address, and legal structure? If it’s a company, what is its company number?
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Who is the provider’s signatory, if it’s a company or a partnership? This is the person who will sign the Letter on the company’s or partnership’s behalf.
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What is the provider’s email address and phone number?
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What are the customer’s name, address, and legal structure? If it’s a company, what is its company number?
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What is the customer’s email address and phone number?
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Who is the customer’s signatory, if it’s a company or a partnership?
The Engagement Letter
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Is the provider or the customer making and sending the Letter?
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On which date is the Letter being sent?
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On which date will the services contract come into effect?
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Is this the first version of the Letter that the sender is sending to the recipient?
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If not (ie if previous versions were sent, then changes were discussed that are being included in this amended version), when was the previous (ie the most recent, if there are multiple previous versions) version sent?
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Will the laws of England and Wales or the laws of Scotland apply to the contract?
The services to be provided
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What type of services are being provided?
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What will be involved in service provision? ie provide a brief overview of the services.
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Will service provision be measured according to the amount of time for which the services are provided or by the delivery of certain outcomes or tasks?
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If by amount of time, when will the services be provided?
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If by the delivery of outcomes or tasks (ie ‘deliverables’):
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What are the deliverables (ie what must the provider deliver)?
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When must these be delivered by? Provide either one or a series of due dates.
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Do the deliverables need to be submitted to the customer for review ahead of a due date? If so, how long before the relevant due date must they be submitted?
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Do the services need to be provided by a specified individual (or one or more of a specified group of individuals)? If so, who?
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Do the services need to be provided in a specific location? If so, where?
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Are there any other specific requirements for how the services should be provided? If so, what are they?
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Might intellectual property rights (IPRs) arise when the services are provided (eg will any new creative or innovative work be produced?)
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If so, will the customer own these IPRs or will the provider retain ownership of them but allow the customer to use them?
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Fees and payments
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Will the services be paid for via a single fixed fee, a fixed rate per unit of a particular time period (eg per hour), multiple fixed instalments due on different dates, or multiple fixed instalments due when different events occur (eg when a certain thing is delivered as a result of the services)?
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If a single fixed fee, what is this fee?
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If at a fixed rate per unit of a particular time period, what is this rate? (eg £50 per hour).
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If in instalments on different dates, how much is due on which dates?
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If in instalments when different events (ie ‘milestones’) occur, how much is due when which milestone is met?
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Are fees inclusive or exclusive of VAT, or is VAT not applicable?
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Does the customer need to pay a deposit?
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If so, how much must they pay?
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Will the provider issue an Invoice before a fee payment is due?
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If not, which payment methods can the customer use to pay the provider:
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Bank transfer? If so, what are the account details?
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Cash?
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Cheque?
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PayPal? If so, what is the email address for the account to be paid?
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Terms and conditions
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Will the provider’s or the customer’s terms and conditions apply to (ie be incorporated into) the contract?
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What are the terms and conditions called?
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Are terms and conditions available:
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Online via a URL?
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Attached to the Letter?
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Inserted into the Letter?
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Ending the services arrangement
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Can either party end the contract by choice (eg without having to rely on the other party having breached the contract or on some other requirement)?
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If so, how much notice does a party have to give to end the contract in this way?
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Common terms in an Engagement Letter
Engagement Letters set out the terms of a service provision relationship between a provider and a customer. To do this, this Engagement Letter template includes the following terms and sections:
Letter heading
The Letter starts with dates, greetings, and the parties’ details, arranged according to which party is sending the Letter.
Introduction
The Letter then explains that it is being sent with the intent of forming a contract for the provisions of services on the terms set out in the central part of the Letter.
It explains to the recipient that they should either countersign the Letter in the space provided and return a signed copy to the sender or contact the sender to discuss desired changes.
If changes have already been made to a previous version of the Letter and included in this version of the Letter, this is highlighted here.
‘These are the proposed terms of our service provision arrangement’
The Letter proceeds to set out the terms on which the sender wishes to form a contract for provision of the services. It contains the following sections:
The parties to the agreement
Here the service provider and the customer are clearly identified (ie the parties to the contract).
The services to be provided
This section provides key information about the services that are to be provided. For example, what they will involve, how they will be quantified, any due dates, and any requirements for their provision (eg requiring that a certain individual within a company provides services, that something created is submitted for review before its due date, or that certain materials or content are used - or any other requirements).
Fees to be paid for the services
Next, the Letter sets out how the services will be paid for (eg via a single fixed fee or multiple fee instalments when certain milestones are met) and how much will be owed. This section also explains:
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whether a deposit must be paid and, if so, how much it is and its conditions
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how payment should be made (either following the instructions issued in an Invoice or by specified methods, such as bank transfer)
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whether fees are inclusive or exclusive of VAT (or whether VAT is not applicable)
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that the customer isn’t responsible for any extra charges (eg the provider’s expenses)
Communication between the parties
The best methods of contacting each party are identified here and contact details are provided. The requirements for legal notices related to the services contract are also set out.
Compliance with the law
This section contains the provider’s legal commitment to abiding by all areas of the law while providing the services (eg data protection, advertising, and human rights law). It also clarifies that the provider is responsible for holding any necessary business insurance policies.
Intellectual Property
If included, this section deals with ownership and use of intellectual property rights (IPRs) (ie rights to intangible assets that arise out of creativity or innovation) in relation to the services. It gives the provider permission to use the customer’s IPRs to perform the services and states who will own any IPRs that arise out of the service provision.
Customer obligations
This section sets out the customer’s commitment to doing any necessary actions or similar to enable the provider to provide the services (eg giving access to assets or locations).
Resolving issues and complaints
Next, the Letter explains how the parties should seek to resolve any issues with the services. It includes a right for the customer to reduce by a reasonable amount the fees owed if the services are delivered late without prior notice.
Ending the agreement
This section explains when and how the contract for the provision of services can end. Variations situations are set out that allow either party to end the contract (eg if the other party seriously or persistently breaches the contract, does not pay fees owed, or is dissolved) and that allow the customer to end the contract (eg if the provider goes into administration).
This section will also allow either party to end the contract by choice by giving a specified amount of notice, if you choose to include this right.
The section also deals with what happens after the contract ends (eg all fees or other sums owed will become due immediately).
Applicable terms and conditions
Here, the Letter identifies which terms and conditions are to be incorporated into the contract. It explains their effect and how they interact with the terms set out in the Letter itself.
General
This section deals with various other points of law that govern how this contract operates. For example:
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stating that this contract is the entire contract, ie the contract contains all of the contract between the provider and the customer (ie there are no additional terms). This helps avoid confusion if, for instance, other terms were in contemplation during negotiations
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restricting how the parties can deal with the contract (eg preventing them from assigning their rights or obligations under the contract to others without the other party’s permission)
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requiring that any variations to the contract be in writing and signed
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excluding the Contracts (Rights of Third Parties) Act 1999 or the Contract (Third Party Rights) (Scotland) Act 2017. This essentially means that third parties (ie not the provider or the customer) that would otherwise be able to enforce obligations under this contract under the relevant Act cannot do so
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clarifying that the contract does not create an employment relationship, partnership, joint venture, or agency arrangement between the parties
Jurisdiction
This section sets out which country’s legal system must be used to resolve any disputes arising in relation to the contract (ie the contract’s jurisdiction). This is necessary as the legal systems of England and Wales and of Scotland are different.
A consumer’s ability to enforce some consumer rights within the legal system of other countries of the UK is also noted.
Schedule 1 - Terms and conditions
If you’re inserting the terms and conditions applicable to the contract into the Letter, these are to be inserted under this heading.
‘This ends the proposed terms of the agreement.’
This line identifies the end of the section of the Letter that sets out the intended terms of the contract for the provision of services.
‘I/We hope that you are happy…’
The Letter ends with a closing message from the sender, below which the sender must sign the Letter.
‘Countersigned by…’
The Letter ends by providing a space for the recipient to sign the Letter, if they’re happy with the terms it contains, in order to make the contract legally binding.
If you want your Engagement Letter to include further or more detailed provisions, you can edit your document. However, if you do this, you may want a lawyer to review the document for you (or to make the changes for you) to make sure that your modified Engagement Letter complies with all relevant laws and meets your specific needs. Use Rocket Lawyer’s Ask a lawyer service for assistance. -
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Legal tips for service providers and customers
Check what else you need to do to comply with the law
This Engagement Letter covers some key areas of legal compliance that must be adhered to when providing services. For example, it includes the provider’s obligation to comply with the law across areas including advertising, data protection, defamation, intellectual property, human rights, and health and safety law.
Depending on the type of services being provided, adherence with these and other areas of the law may require various actions. For example:
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if the provider uses any personal data (ie information about individuals from which they may be identified) controlled by the customer, a Data processing agreement (DPA) should be made to supplement the Engagement Letter
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if the provider promotes the customer's business, this should be disclosed (eg with the label ‘ad’)
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if any original works (eg images or text) are created for the customer to use, the provider should ensure that these works do not infringe another party’s intellectual property rights before the works are used
Protect your creations and information
The provider and the customer may each have business information and original creations that they want to protect, but may need to share these with each other to enable the services to be provided. The risks of this can be mitigated by:
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creating a Confidentiality agreement (eg a Non-disclosure agreement (NDA)) if confidential business information is passed between the parties, obliging the parties to keep such information confidential
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registering intellectual property rights (eg trade marks) to better protect them
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creating more comprehensive intellectual property licences (ie permissions for use) - this Engagement Letter contains a simple licence for, for example, the provider to use the customer’s intellectual property. If you want a more comprehensive version (eg that identifies specific creative assets and makes detailed provisions for how these can be used), you can create a separate intellectual property licence agreement (eg a Trade mark licence agreement)
Understand when to seek advice from a lawyer
In some circumstances, it’s good practice to Ask a lawyer for advice to ensure that you’re complying with the law and that you are well protected from risks. You should consider asking for advice if:
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the provider is also supplying goods
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you’re concerned you’re accidentally creating an employment relationship
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the provider or customer is located outside of England, Wales, and Scotland
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you need bespoke terms and conditions to incorporate into your Engagement Letter
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this Engagement Letter doesn’t cover everything you want or doesn’t meet your needs
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Engagement Letter FAQs
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What is included in an Engagement Letter?
This Engagement Letter template covers:
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the services to be provided
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requirements for how the services will be provided and measured
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fees, deposits, and payment methods
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communication between the parties
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the provider’s and customer’s obligations (eg to comply with various laws while providing services)
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ownership and use of intellectual property rights (optional)
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ending the service provision contract
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incorporating terms and conditions
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general legal provisions, such as the contract’s jurisdiction
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spaces for the sender to sign and the recipient to countersign the Letter
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Why do I need an Engagement Letter?
Engagement Letters provide a simple, streamlined way of ensuring the legal aspects of a service provision arrangement are handled in an easy to understand and risk-averse way.
This Engagement Letter is designed to be used to cover a wide range of simple service provision arrangements, to help avoid misunderstandings or legal issues down the line without the need for a longer, more complex legal contract. It helps you to clarify exactly what is expected of the service provider and the customer and to establish what can be done if something goes wrong.
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What types of services can this Engagement Letter be used for?
This Engagement Letter is designed so that it may be used for a wide range of services, including:
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one-off or ongoing service provision
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provision of services whether or not involving deliverables (eg creating things for the customer, like digital content or personalised items)
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services delivered by a particular skilled individual or a larger business
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services for business customers or consumers
Examples of types of services that this Engagement Letter could be used for include (but are certainly not limited to):
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content creation (eg creating image, sound, or video content, or writing text such as articles)
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web design and website creation
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app creation or other software development services
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performance-related services (eg modelling, acting, music performance, or speaking)
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delivering training or tutoring
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performing hospitality engagements (eg hosting at an event or cooking a meal)
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Is another document more appropriate for your needs?
This Engagement Letter is a simple and concise services contract. If you need a contract that covers an ongoing service provision relationship between 2 businesses that incorporates multiple different projects, you should make a Services agreement (ie a master services agreement) instead.
This Engagement Letter is a general contract that may be used for a wide range of services. For some specific types of service provision, another of our documents that’s more acutely tailored to that type of services may suit your needs even better. For example, it may be most appropriate for you to make:
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Do I need to make terms and conditions too?
Yes. This Engagement Letter is designed to form a contract in conjunction with a set of terms and conditions.
Terms and conditions are sets of standard terms that a business uses to apply to all of its contracts of a certain type (eg all of its contracts formed with business customers online or all of its contracts formed with consumers in-store). These terms cover essential legal matters that generally don’t change between contracts. For example, limiting liability, setting out what will happen if something goes wrong (eg via a force majeure clause), and providing certain information that legally must be provided to the relevant type of customer. Covering these matters in an external document means that they need not be agreed upon and created within each individual contract.
Including terms and conditions in your Engagement Letter is vital as some legal obligations, such as the requirement for a business to provide certain information about itself to consumers or businesses that it sells to, are not covered within the Engagement Letter but should be largely covered in a set of terms and conditions.
Either the provider or the customer’s terms and conditions may be used.
To ensure that the terms and conditions are included in your Engagement Letter, you must correctly incorporate the terms and conditions. This means ensuring that they form part of the contract contained in the Engagement Letter before it is signed. Do this by, for example, including the terms and conditions attached to the contract and highlighting these to the party whose terms they’re not before they sign the Letter. The interview for this document will help you with this process.
For more information, read Terms and conditions, Online business regulations, E-commerce between businesses, and the Make it legal checklist for this document.
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Which terms and conditions should I use with my Engagement Letter?
Exactly what a set of terms and conditions includes depends on the context in which those terms and conditions are used. For example, some different rights apply to business customers versus consumers. Many businesses will have multiple sets of terms and conditions to use for different contracts.
For your Engagement Letter, make sure you use terms and conditions that are appropriate for your situation. For example, depending on whether:
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your service provision arrangement is being formed online, otherwise remotely, or on-premises (eg in-store)
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the customer is a business or a consumer
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goods are also being provided
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digital assets (eg sound, photos, or video) are being supplied
Digital assets (eg digital content) have their own unique provisions under the law (eg regarding consumer cancellation rights), so if any digital assets are being supplied during the service provision, make sure this is taken into account in the terms and conditions you use.
For more information, read Terms and conditions and How to choose the right terms and conditions.
You can create terms and conditions for the various situations above using our Terms and conditions documents and FAQs.
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Is using a services contract different from employing somebody?
This Engagement Letter is designed to create a service provision relationship and not an employment relationship. The service provider should not become an employee or worker of the customer.
This is highlighted in the Letter itself. However, stating that there is no employment relationship is not conclusive and the parties must also be sure not to act in a way that would, in reality, constitute an employment relationship. For example, the provider should retain a degree of control over which work they perform for the customer and how.
For more information, read Consultants, workers and employees, Using consultants, and Gig economy workers.
If the customer does wish for the provider to work for them on a casual basis as a worker (ie not as a self-employed contractor), they should make a Zero hours contract instead of an Engagement Letter. This is a very different type of legal relationship, under which the provider would have various rights such as the right to be paid minimum wage and to take paid annual leave.
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Does the service provider need to pay tax?
The service provider should not be employed by the customer, so they are responsible for their own tax obligations in relation to the service provision. Which tax the provider will pay depends on their business structure.
For more information, read Personal tax, Corporation tax, and IR35.
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