Fractionality Consultant Agreement: CxO
These Standard Consultant Agreement Terms govern the relationship between Fractionality Ltd (Company Number: 13812805) (“Fractionality”), the client identified in the accompanying Client Agreement or Electronic Form (“Client”), and fractional executives engaged by Fractionality (“Consultant”). This Agreement binds the Consultant to Fractionality’s standard Terms and Conditions. All terms may be updated periodically and apply to all consultancy engagements unless expressly modified in writing.
1. Purpose and Relationship
The Consultant is engaged as a self-employed subcontractor and is not an employee of Fractionality. This agreement ensures compliance with IR35 and other UK tax regulations.
The Consultant is responsible for managing and paying their own tax affairs, including Income Tax and National Insurance Contributions (NICs).
Nothing in this agreement creates an employer-employee relationship or entitles the Consultant to employee benefits.
2. Services and Client Engagement
The Consultant will provide fractional executive services as agreed on a case-by-case basis.
The Consultant must use a Fractionality-branded email address and Fractionality branding when liaising with clients on all engagements under this agreement.
The Consultant must maintain Fractionality’s professional standards and represent the brand consistently in all client communications.
The Consultant must adhere to the Engagement Requirements outlined in Fractionality’s CxO Onboarding document.
3. Exclusivity and Independence
The Consultant is not required to work exclusively with Fractionality and is free to engage with other clients outside this agreement.
However, when working under Fractionality branding, the Consultant must comply with this agreement and not present themselves as an independent entity during those engagements.
If the Consultant introduces new clients to Fractionality and operates under Fractionality branding, they will receive support in client negotiations, administrative management, and service delivery as if the client were introduced by Fractionality.
4. Client Ownership and Non-Solicitation
Clients are owned by Fractionality, and the Consultant acknowledges that any client relationships developed during the term of this agreement remain the property of Fractionality.
The Consultant must not solicit or accept direct work from any Fractionality clients or client referrals outside this agreement, including for a period of 24 months following the termination of this agreement.
All client engagements, regardless of origination, will be serviced under Fractionality’s terms and branding unless expressly agreed otherwise in writing.
5. Payment and Fee Structure
Fractionality will invoice clients directly for all services delivered.
The Consultant will invoice Fractionality for their share of earnings.
Payment Terms: Payment will be made within 7 days of Fractionality receiving full payment from the client.
Fee Splits (unless otherwise agreed):
Retainer Work: 70% of billings for clients primarily serviced directly by the Consultant.
Self-Introduced Clients: If the Consultant introduces a client to Fractionality, they will receive:
80% of retainer billings for clients primarily serviced directly by the Consultant.
Referral Fees: Where a referral fee applies relating to clients introduced by a third party, the referral fee(s) split will reflect the Consultant Fee Split for that client.
Partner Commission: Where Fractionality receives commission or revenue from third-party Partner Services related to the Consultant’s work, 30% of the net commission received by Fractionality shall be paid to the Consultant, subject to receipt of funds and applicable terms with the Partner (see clause 6).
Disputed Invoices: If a client disputes an invoice, the Consultant must assist Fractionality in resolving the issue. Payment will only be made once the client has paid Fractionality in full.
All fee splits will be confirmed on a client-by-client basis where necessary.
6. Partnerships and Introduced Services
Ownership of Partner Relationships: Fractionality is actively developing strategic partnerships to enhance and extend the range of services offered to clients (“Partner Services”). All relationships with Partner organisations, platforms, or service providers introduced to the Consultant by Fractionality shall remain the sole property of Fractionality. The Consultant shall not independently engage, contract with, or divert business from these Partners outside the scope of their work under this Agreement.
Commission and Revenue Sharing: Where Partner Services are sold to a client as a result of Fractionality’s introduction, any related revenue or commission shall be invoiced directly by Fractionality. Fractionality shall pay the Consultant 30% of the net commission or margin received from the Partner in connection with services delivered to clients managed by the Consultant. Payments will be made quarterly in arrears, subject to receipt of the underlying commission from the Partner.
Introductions to Fractionality Clients: The Consultant shall not introduce Fractionality’s clients or contacts to any third-party partner, supplier, or service provider (including their own personal network or external partners), except through or with the prior written approval of Fractionality, in line with Fractionality’s CxO Onboarding document. All such introductions must be channelled via Fractionality to ensure proper relationship management and alignment with existing Partnership agreements.
Post-Termination Restrictions: Following termination of this Agreement for any reason, the Consultant shall not, for a period of 24 months, independently pursue or seek to benefit from any Partner relationships introduced by Fractionality or any resulting opportunities relating to Fractionality clients, without the express written consent of Fractionality.
7. Professional Indemnity Insurance
The Consultant must hold and maintain Professional Indemnity Insurance (PI) with coverage of at least £500,000 per claim throughout the term of this agreement.
Proof of coverage must be provided to Fractionality upon request.
8. Confidentiality
The Consultant must maintain strict confidentiality regarding:
Client information.
Fractionality’s business operations.
Any proprietary methodologies or tools used by Fractionality.
This duty of confidentiality remains in effect both during and after the termination of this agreement.
9. Termination and Notice Period
Either party may terminate this agreement by giving 3 months' written notice.
Fractionality reserves the right to terminate this agreement immediately in the event of:
Gross misconduct.
Negligence.
Breach of contract.
Upon termination, the Consultant must:
Cease using Fractionality branding and communication channels.
Provide a full handover to a replacement Fractionality consultant to ensure continuity of service for all active clients.
Return of Client Materials and Access: Upon termination of this Agreement, the Consultant shall promptly return or securely transfer all digital and physical materials, data, and documentation relating to existing Fractionality clients, either to Fractionality or directly to the relevant client, as instructed. The Consultant must also permanently delete or remove access to such data from their systems, devices, and accounts, unless otherwise agreed in writing.
10. Intellectual Property
All intellectual property (IP) created by the Consultant while delivering services under this agreement shall belong to Fractionality, unless otherwise agreed in writing.
The Consultant retains ownership of any pre-existing IP they bring to engagements but grants Fractionality a license to use such materials during the term of the contract.
11. Liability and Indemnity
The Consultant is responsible for the quality and accuracy of their work.
The Consultant agrees to indemnify Fractionality against any claims, costs, or damages resulting from their negligence, errors, or breach of this agreement.
12. Governing Law
This agreement is governed by the laws of England and Wales.
Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.
13. Entire Agreement
This document constitutes the entire agreement between Fractionality and the Consultant, superseding any previous discussions or understandings.
14. Amendments and Updates
Fractionality may amend or update the terms of this Agreement from time to time to reflect changes in its services, operations, or applicable laws. The most current version will always be accessible via the Fractionality website, and continued engagement by the Consultant shall constitute acceptance of any such updated terms.