Consultancy Agreement (Australia)
Professional Services — Australia
This Consultancy Agreement (the “Agreement”) is made on [Agreement Date] between:
[Client Name] (ABN [Client ABN], ACN [Client ACN]), of [Client Address], [Client City] [Client State] [Client Postcode] (the “Client”); and
[Consultant Name] (ABN [Consultant ABN]), of [Consultant Address], [Consultant City] [Consultant State] [Consultant Postcode] (the “Consultant”).
The Client and the Consultant are referred to collectively as the “Parties”.
BACKGROUND
A. The Client wishes to engage the Consultant to provide professional consulting services.
B. The Consultant carries on an independent professional consulting business and is willing to provide the services on the terms and conditions set out in this Agreement.
C. The Parties agree that this Agreement creates a business-to-business relationship and not an employment relationship. The Consultant is not an employee, worker, agent, or partner of the Client.
1. CONSULTING SERVICES
1.1 The Consultant agrees to provide the following professional consulting services (the “Services”):
[Scope of Services]
1.2 The Consultant will perform the Services to a professional standard consistent with the standard of care exercised by a qualified and experienced consultant in the relevant field.
1.3 The Consultant will perform the Services in compliance with all applicable laws, Australian Standards, and professional and ethical standards applicable to the Consultant’s profession.
1.4 The Consultant may use suitably qualified personnel to assist in providing the Services, subject to the prior written consent of the Client, provided the Consultant remains responsible for the quality and timeliness of the Services.
2. TERM
2.1 This Agreement commences on [Commencement Date] and continues until terminated in accordance with clause 9 of this Agreement.
3. FEES AND PAYMENT
3.1 In consideration for the performance of the Services, the Client will pay the Consultant fees on a [Fee Type] basis, at the rate of [Fee Amount] (exclusive of GST).
3.2 The Consultant must submit a valid tax invoice to the Client for each payment due. The Client will pay each invoice within [Payment Terms].
3.3 All fees are payable in Australian Dollars (AUD). Invoices that remain unpaid after the due date accrue interest at the rate of 2% per annum above the Reserve Bank of Australia cash rate, calculated on a daily basis.
3.4 The Consultant is solely responsible for their own income tax, Medicare levy, and other government charges on fees received under this Agreement.
4. INTELLECTUAL PROPERTY
4.1 [IP Ownership].
4.2 The Consultant warrants that the Services and all deliverables will not infringe the intellectual property rights of any third party.
4.3 Each Party retains ownership of all intellectual property that existed prior to the commencement of this Agreement (“Background IP”). Neither Party acquires any rights in the other Party’s Background IP except as expressly agreed in writing.
4.4 The Consultant grants the Client a royalty-free licence to use the Consultant’s Background IP to the extent incorporated into deliverables, solely as necessary to use and benefit from those deliverables.
5. TERMINATION
5.1 Either Party may terminate this Agreement without cause by giving [Notice Days] calendar days’ written notice to the other Party.
5.2 Either Party may terminate this Agreement immediately by written notice if the other Party: (a) commits a material breach that is incapable of remedy, or fails to remedy a material breach within 14 days of written notice requiring remedy; or (b) becomes insolvent, bankrupt, or subject to voluntary or compulsory winding up.
5.3 On termination, the Consultant will be entitled to fees for Services properly performed up to the date of termination and for any non-cancellable expenses reasonably incurred in connection with the Services. The Consultant will not be entitled to any other payment.
6. GENERAL PROVISIONS
6.1 Governing Law. This Agreement is governed by the laws of [Governing State], Australia. The Parties submit to the non-exclusive jurisdiction of the courts of [Governing State].
6.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties in relation to the subject matter and supersedes all prior agreements, representations, and understandings.
6.3 Amendments. No amendment to this Agreement is effective unless it is in writing and signed by both Parties.
6.4 Severability. If any provision of this Agreement is void, unenforceable, or illegal, it may be severed without affecting the validity of the remaining provisions.
6.5 Australian Consumer Law. Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other obligation imposed on the Parties by the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) or any other applicable consumer protection legislation, to the extent that such right, remedy, guarantee, warranty, or obligation cannot lawfully be excluded, restricted, or modified.
6.6 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party.
EXECUTED as an Agreement on the date first stated above.
CLIENT
[Client Name]
ABN: [Client ABN]
Address: [Client Address], [Client City] [Client State] [Client Postcode]
CONSULTANT
[Consultant Name]
ABN: [Consultant ABN]
Address: [Consultant Address], [Consultant City] [Consultant State] [Consultant Postcode]
Client
________________
Signature
Date: ________________
Consultant
________________
Signature
Date: ________________
What Is a Consultancy Agreement (Australia)?
A Consultancy Agreement in Australia records the consulting work to be provided, the fees, the service standards, and each party's obligations between the provider and the client under the Corporations Act 2001 (Cth).
In Australia, consultancy agreements operate within a framework of overlapping legislation. The Competition and Consumer Act 2010 (Cth) — which incorporates the Australian Consumer Law — governs unfair terms in standard form contracts and imposes statutory guarantees on the supply of services. The Copyright Act 1968 (Cth) determines who owns intellectual property in the consultant's work product: unlike employees, independent consultants retain copyright in their work unless it is expressly assigned. The Privacy Act 1988 (Cth) applies where personal information is shared as part of the engagement. The A New Tax System (Goods and Services Tax) Act 1999 (Cth) governs GST obligations on consulting fees.
Consultancy agreements are distinct from employment contracts. A consultant is an independent business operator who provides services for a fee, manages their own tax affairs, holds their own insurance, and is not entitled to the National Employment Standards or other employee protections under the Fair Work Act 2009 (Cth). The High Court of Australia's 2022 decisions in Personnel Contracting and Jamsek confirmed that the primary analysis focuses on the terms of the written contract, making it essential to have a carefully drafted consultancy agreement that accurately reflects the commercial nature of the relationship.
Our Australian Consultancy Agreement template covers all key provisions required for a professional services engagement, including GST, IP ownership, liability caps, confidentiality, professional indemnity insurance, and Australian Consumer Law compliance.
The legal framework governing the Consultancy Agreement (Australia) in Australia draws on several key statutes and regulatory bodies. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Parties executing a Consultancy Agreement (Australia) in Australia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Corporations Act 2001 (Cth) sets the foundational requirements.
When Do You Need a Consultancy Agreement (Australia)?
A Consultancy Agreement is essential whenever a business or organisation engages an independent professional on a commercial basis in Australia. The situations in which a consultancy agreement is required include: engaging a management consultant to review operations, strategy, or business processes; engaging a technology consultant for IT strategy, software selection, or digital transformation advice; engaging an engineering, environmental, or project management consultant; engaging a financial, tax, or accounting adviser outside an ongoing engagement with a professional firm; engaging a marketing, communications, or public relations specialist; engaging specialist subject-matter experts for training, research, policy development, or regulatory compliance; and any other professional services engagement where the provider operates independently and issues tax invoices for their services.
A well-drafted consultancy agreement protects both parties. For the client, it defines the scope of services clearly, preventing scope creep disputes, confirms the client obtains the intellectual property it needs, establishes clear payment terms, limits the consultant's liability, and creates clear grounds for termination if the services are unsatisfactory. For the consultant, it documents the agreed fees and payment terms, protects their pre-existing intellectual property and methodology, limits their liability for consequential loss, and confirms they are paid for work completed to the date of termination.
Without a written agreement, the terms of the engagement are governed by poorly defined implied terms and the sometimes-complex default provisions of Australian contract law and the Australian Consumer Law. Disputes about scope, fees, IP ownership, and liability are significantly harder to resolve without a documented agreement.
Parties in Australia should prepare a Consultancy Agreement (Australia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Consultancy Agreement (Australia)
A well-drafted Australian Consultancy Agreement must address several elements that are specific to the Australian professional services and regulatory environment.
The scope of services clause is the most commercially critical provision. It should describe the services in specific, measurable terms — referencing deliverables, milestones, and timelines where applicable. Vague scope clauses create disputes about what is included in the agreed fee and are the most common source of billing disagreements in Australian consulting engagements.
Fee and GST provisions must address both the commercial and regulatory aspects of the engagement. Fees should be stated as GST-exclusive, with the GST component identified separately. The payment terms — including the due date for payment and any interest on late payments — should be clearly specified. The Australian Taxation Office requires valid tax invoices before GST is payable.
Intellectual property provisions must reflect the default position under Australian law — that copyright in a consultant's work belongs to the consultant — and expressly override this where the client requires ownership of the work product. The agreement should distinguish between background IP (pre-existing methodologies, tools, and know-how belonging to the consultant), project IP (created specifically for the engagement), and third-party IP (licensed from others and used in the deliverables).
Liability limitation clauses are standard in Australian professional services agreements. A cap on total liability (often expressed as the total fees paid) and an exclusion of consequential loss are commercially reasonable provisions, provided they comply with the Australian Consumer Law's limitations on excluding statutory guarantees.
Professional indemnity insurance provisions should specify the minimum cover required, the 'claims made' basis of such insurance, and the requirement to maintain run-off cover after the engagement ends.
The Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010) applies to consultancy agreements with consumers and certain small businesses. Standard form contracts used with small businesses may be subject to unfair contract terms provisions from November 2023. Terms that are one-sided, create significant imbalance in the parties' rights, and are not reasonably necessary to protect the legitimate interests of the advantaged party may be declared void.
Additional compliance elements for a Consultancy Agreement (Australia) used in Australia include: Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Consultancy Agreement (Australia) (Australia) [Legal document template]. Forms Legal. https://forms-legal.com/australia/business/contracts/consultancy-agreement-australia
"Consultancy Agreement (Australia) (Australia)." Forms Legal, 2026, https://forms-legal.com/australia/business/contracts/consultancy-agreement-australia.
@misc{formslegal-consultancy-agreement-australia,
author = {{Forms Legal}},
title = {Consultancy Agreement (Australia) (Australia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/contracts/consultancy-agreement-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}Also available for these jurisdictions:
Frequently Asked Questions
A consultancy agreement creates a business-to-business commercial relationship between an independent professional and a client. The consultant operates their own business, holds an ABN, issues tax invoices, manages their own tax obligations, and is not entitled to employee entitlements such as annual leave, personal leave, superannuation (generally), unfair dismissal protections, or notice under the National Employment Standards in the Fair Work Act 2009 (Cth). An employment contract, by contrast, creates an employment relationship in which the employee is entitled to all of those minimum entitlements. Australian courts apply the multi-factor test (and, since the 2022 High Court decisions, focus primarily on the written contract) to determine the true nature of the relationship. A document labelled a 'consultancy agreement' will not automatically create an independent contractor relationship if the substance of the engagement — control, integration into the client's business, absence of an independent business — points to employment.
Under the Copyright Act 1968 (Cth), copyright in works created by an independent consultant (as opposed to an employee) belongs to the consultant as the author, not to the client. This is a critical difference from the employment context, where copyright in works made in the course of employment belongs to the employer under s35(6). Consultants retain copyright in reports, software, designs, analyses, and other works unless there is an express written assignment of copyright to the client. A licence to use the work is not the same as ownership: a licence permits the client to use the work but the consultant can continue to use and exploit the IP themselves. Clients who require ownership of all deliverables must include an express copyright assignment clause in the consultancy agreement. Professional background IP — the consultant's pre-existing methodologies, tools, and know-how — should be retained by the consultant with only a licence granted to the client.
Liability caps are generally enforceable in Australia in business-to-business commercial contracts, subject to certain limitations. Under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), liability for breach of statutory guarantees for services supplied to consumers (as defined) cannot be excluded but can be limited in certain circumstances — for example, by limiting the remedy to re-supply of the services or payment of the cost of re-supply. For business-to-business contracts where the client is not a 'consumer' under the ACL, broader limitation and exclusion clauses are generally enforceable provided they are clearly drafted and incorporated into the contract. Caps on indirect or consequential loss are a standard feature of Australian professional services agreements. However, liability for gross negligence, fraud, or personal injury cannot be effectively excluded, and Australian courts will scrutinise any attempt to do so.
Professional indemnity (PI) insurance provides cover for claims made against a professional for financial loss suffered by a client as a result of negligent advice, errors, or omissions in the performance of professional services. In Australia, PI insurance is mandatory for many regulated professions — including lawyers, engineers, financial advisers, and healthcare practitioners — as a condition of professional registration or licensing. Even where not legally mandated, PI insurance is standard practice for consultants providing advice or services upon which the client relies in making business or financial decisions. Most significant clients require evidence of PI insurance before engaging a consultant. PI policies in Australia are typically written on a 'claims made' basis, meaning the policy must be active at the time the claim is made, not just at the time the work was performed. This is why it is important for consultants to maintain PI insurance for a period after the engagement ends — typically 7 years — to cover claims that arise later.
Yes, GST of 10% applies to consulting fees in Australia where the consultant is registered for Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Consultants with an annual GST turnover of $75,000 or more must register for GST. Once registered, the consultant must charge GST on all taxable supplies, including consulting fees and reimbursed expenses, and remit the GST to the Australian Taxation Office (ATO) through Business Activity Statements (BAS). The consultant must issue a valid tax invoice (showing the GST component separately or stating the amount is GST-inclusive) before the client is required to pay the GST component. The client, if registered for GST, can generally claim an input tax credit (ITC) for the GST paid on consulting fees, reducing their effective cost. Consulting agreements should clearly state whether quoted fees are GST-inclusive or exclusive to avoid disputes.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
Found an error? Let us knowRelated Documents
You may also find these documents useful:
Independent Contractor Agreement (Australia)
Create a legally compliant Independent Contractor Agreement for Australia. Covers ABN requirements, sham contracting protections, GST, IP ownership, WHS obligations, and the multi-factor contractor test under Fair Work Act 2009. Suitable for all states and territories including NSW, VIC, QLD, WA, SA, and ACT.
Subcontractor Agreement (Australia)
Create a legally compliant Subcontractor Agreement for the Australian building and construction industry. Covers Security of Payment Act rights, payment claims, adjudication, retention, defects liability, variations, WHS obligations, public liability and workers' compensation insurance. Suitable for all states and territories.
Service Agreement
Hiring a freelancer, consultant, or service provider? Or offering your own services to a client? Either way, you need a Service Agreement. It defines the scope of work, payment terms, deadlines, intellectual property rights, confidentiality, and what happens if things go sideways. Without a written contract, you're relying on goodwill — and that doesn't hold up in court. Whether it's web design, marketing, or plumbing, put it in writing. Our free template covers all the essentials. Fill it out, preview, and download as PDF or Word.
Internship / Vocational Placement Agreement (Australia)
Create a legally compliant Internship and Vocational Placement Agreement for Australia. Covers Fair Work Act 2009 s12 vocational placement requirements, learning objectives, supervision, WHS obligations, insurance, confidentiality, and the distinction between genuine placements and unlawful unpaid work. Suitable for all states and territories.