Drafted with IR35 off-payroll working rules in mind
A services agreement for engaging freelancers and independent contractors, clearly establishing the independent contractor relationship and avoiding employment status risk.
The IR35 off-payroll working rules (Chapter 10, ITEPA 2003) place responsibility on medium and large private sector clients to assess whether a contractor falls inside or outside IR35. While a contract alone does not determine IR35 status, it must accurately reflect the true working relationship. A contract that misrepresents the arrangement — for example, claiming a right of substitution that does not exist in practice — can be disregarded by HMRC.
A freelance services agreement is a contract between a client and a self-employed contractor setting out the scope of services, fees, payment terms, intellectual property ownership, and termination rights. It governs the commercial relationship and, alongside actual working practices, informs IR35 status.
You need a freelance agreement whenever you engage a contractor or work as a freelancer. For engagements that may fall within IR35, the contract must accurately reflect how the arrangement actually works in practice.
Last updated: March 2026
A contract alone does not determine IR35 status — HMRC looks at the actual working relationship. However, a contract that accurately reflects genuine indicators of self-employment (substitution, lack of mutuality of obligation, control) supports an outside-IR35 determination.
Under the Copyright, Designs and Patents Act 1988, a freelancer owns the IP they create unless the contract transfers ownership to the client. A written assignment clause is the only way to transfer ownership — without it, the client may only have a licence.
The off-payroll working rules (IR35) require medium and large private sector clients to assess whether contractors who supply services through a personal service company would be employees if engaged directly. From April 2021, responsibility for this assessment shifted from the contractor to the client.
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1. ENGAGEMENT
The Client engages the Contractor to provide the Services described in Schedule 1 on a self-employed basis. Nothing in this Agreement creates an employment or worker relationship.
2. FEES
The Client shall pay the Contractor as set out in Schedule 1, within 30 days of receipt of a valid invoice.
NEXT SECTION
OBLIGATIONS
ADDITIONAL TERMS
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