Subcontractor Agreement

This agreement sets out the terms on which you will provide services to us as an independent subcontractor in connection with services we provide to our client(s). This is not a contract of employment and does not confer worker or employee status, or any other employment rights. The parties acknowledge that their intention is to create a commercial relationship between two independent businesses.

Parties and start date

This agreement is between:

“We/us/the Contractor”: [contractor name]

“You/the Subcontractor”: [subcontractor name]

Your engagement begins on [start date] and shall terminate in accordance with clause 10.

Prime Agreement

We have entered into an agreement with a client (the “Prime Agreement”). You acknowledge that the Services (as defined hereunder) you provide under this agreement support our obligations under the Prime Agreement. You agree to perform the Services in a manner that enables us to comply with the Prime Agreement.

We will share relevant information about the Prime Agreement with you to the extent necessary for you to perform the Services, subject to any confidentiality obligations.

Description of Services

You will provide the following services (the "Services"): [description of subcontractor services].

Your scope of work may be further described in a Statement of Work, project brief, or requirements derived from the Prime Agreement.

We may update or refine the scope of work by mutual agreement, but you retain control over how the Services are performed.

You may, with our prior written consent (not to be unreasonably withheld), engage suitably qualified assistants to help you perform the Services, provided you remain responsible for their acts and omissions.

Flow-Down Obligations

You agree to comply with all obligations under the Prime Agreement that relate to the Services, including (where applicable):

confidentiality obligations

data protection requirements

security policies

service levels and deadlines

client policies and procedures

anti-bribery and anti-corruption obligations under the Bribery Act 2010

modern slavery obligations under the Modern Slavery Act 2015

We will provide you with relevant extracts or summaries of such obligations where necessary, and will notify you promptly of any changes that materially affect your obligations.

Fees

Your fee will be [subcontractor fee], exclusive of VAT. You will invoice us [frequency of invoice] and we will pay approved invoices within [deadline for invoice payment].

Unless otherwise agreed in writing, our obligation to pay you is not conditional on our receipt of payment from the client.

If you are VAT registered, you must issue invoices that comply with applicable HMRC requirements.

You are responsible for your own taxes, national insurance, and all statutory payments. You will indemnify us against any HMRC liability, costs, or penalties arising from your failure to comply with your tax obligations.

Place of work

Your primary work location is [place of work]. You may be required to attend our premises or client premises when reasonably necessary for the Services.

Where required:

you will cooperate with the client and its personnel

you will comply with all applicable site rules, security procedures, and access requirements

you will comply with reasonable client instructions relating to the Services

you will act professionally and not bring us or the client into disrepute

You have no authority to enter into contracts, make representations, or otherwise bind us or the client.

Service hours

As a subcontractor, you control your own working hours. We may set deadlines or availability windows reasonably required for project delivery or client requirements.

As a subcontractor, you are expected to work the following hours or otherwise as we may request: [working hours].

Nothing in this clause creates employment or worker status.

Expenses

You are responsible for your own expenses unless we agree in writing to reimburse specific costs prior to those costs being incurred. Where expenses have been agreed in advance, you must submit claims with supporting receipts. Reimbursement will be made within 30 days of a valid claim.

No employment rights

You are not entitled to paid leave, sick pay, benefits, pension, or statutory payments. You are responsible for your own insurance, income protection, and time off.

Term and termination

This agreement begins on the start date and will automatically end on [end date] unless ended earlier. Either party may terminate early by giving notice.

This agreement continues until terminated by either party giving [notice period] notice.

Either party may terminate immediately by written notice if the other party commits a material breach of this agreement and, where capable of remedy, fails to remedy that breach within 14 days of written notice, or becomes insolvent or ceases to carry on business.

Notwithstanding the foregoing, we may terminate immediately if:

you commit any act of fraud, gross misconduct, or dishonesty

the Prime Agreement is terminated or suspended

the client requires your removal (acting reasonably)

On termination, we will pay for Services properly performed up to the termination date. You will promptly return all confidential information (pursuant to Clause 14) and any property belonging to us or the client. Clauses that by their nature survive termination (including confidentiality, intellectual property, indemnity, and data protection) shall continue in full force and effect.

Issue resolution

If a dispute arises, you should raise it with [contact for disputes]. Both parties will try to resolve issues amicably within 30 days before taking formal action. Nothing in this clause prevents either party from seeking urgent injunctive relief from the courts.

Insurance

You must obtain and maintain throughout this agreement (and for 6 years following termination) adequate insurance with a reputable FCA-authorised insurer, including:

professional indemnity insurance, not less than £[professional indemnity insurance amount] per claim

public liability insurance, not less than £[public liability insurance amount] per claim

employers' liability insurance (if you employ any staff), not less than £5 million per claim, as required by the Employers' Liability (Compulsory Insurance) Act 1969

any other insurance appropriate for the Services.

We may request evidence of coverage.

Independent subcontractor status

You acknowledge and agree that:

you are self-employed and not an employee, worker, agent, or partner of ours

nothing creates employment, worker, agency, or partnership status

you may work for other clients (subject to conflicts)

you have no authority to bind the Company or the client

You must notify us promptly in writing if you become aware of any actual or potential conflict of interest between your obligations under this agreement and any other engagement. We make no warranty as to the amount of work that will be available to you, and you are not obliged to accept any work offered.

Confidentiality

You must not disclose any confidential information relating to us or our client(s), except as required for the Services. This includes all business, technical, financial, and client-related information, and any information that is designated as confidential or that a reasonable person would understand to be confidential.

You must return all confidential information on request or termination, and certify in writing that you have done so if requested. These obligations survive termination for a period of five years.

Intellectual Property

All intellectual property rights in the products of the Services shall vest in us upon creation. You assign all such rights to us with full title guarantee.

You grant us a perpetual, irrevocable, royalty-free licence to use any of your pre-existing intellectual property incorporated into the products of the Services, to the extent necessary to use and exploit such products.

You acknowledge that we may be required to assign or license such rights to our client under the Prime Agreement.

Data protection

Where you process personal data:

you will comply with UK data protection law

you will follow our written instructions

you will implement appropriate security measures

you will not engage sub-processors without our prior written consent

you will notify us without undue delay (and in any event 24 hours) of any personal data breach

you will assist us in responding to data subject requests and in complying with our legal obligations

on termination, you will delete or return all personal data as we direct

You agree to comply with any additional data protection requirements flowing down from the Prime Agreement.

Warranties

You warrant that:

you have full power and authority to enter into this agreement

you are free to enter into this agreement and will not be in breach of any obligation to any third party by doing so

your performance will comply with all applicable laws and client requirements

your work will not infringe third-party rights

you maintain the insurance required under this agreement

Indemnity

You indemnify us against all losses, costs, claims, and liabilities arising from:

your breach of this agreement

your negligence or misconduct

any claim that the products of the Services infringe third-party rights

any failure to comply with obligations flowing from the Prime Agreement

any failure to comply with data protection law or any personal data breach caused by you

any HMRC claim arising from your failure to meet your tax obligations

We will promptly notify you of any claim and will not make admissions of liability without your consent (not to be unreasonably withheld).

Limitation of liability

Our total liability to you under or in connection with this agreement is limited to the fees paid to you for the Services in the 12 months immediately preceding the date the claim arose. Neither party is liable to the other for any indirect or consequential loss, loss of profit, or loss of anticipated savings.

Nothing limits liability for fraud, death, or personal injury caused by negligence.

Anti-bribery and modern slavery

You must not engage in any conduct that would constitute an offence under the Bribery Act 2010. You must comply with the Modern Slavery Act 2015 and take reasonable steps to ensure there is no slavery or human trafficking in your supply chain. You must promptly report to us any request for any undue financial advantage made to you in connection with this agreement.

Force majeure

Neither party will be in breach of this agreement or liable for any failure or delay in performance caused by circumstances beyond their reasonable control. A party relying on this clause must notify the other promptly and use reasonable endeavours to mitigate the impact. If the situation continues for more than 30 days, either party may terminate on 14 days' written notice.

Health and safety

You must comply with all applicable health and safety legislation and with our and the client’s health and safety requirements when performing the Services. You must promptly report to us any accidents, incidents, or near misses arising in connection with the Services.

General

This agreement (together with any Statements of Work) is the entire agreement between the parties on this subject and supersedes all prior agreements and understandings. No variation is effective unless agreed in writing by both parties. If any provision is found o be unenforceable, the remaining provisions continue in full force and effect. This agreement may not be assigned by you without our prior written consent. Nothing in this agreement confers rights on third parties under the Contracts (Rights of Third Parties) Act 1999, except that the client may enforce terms that expressly benefit it.

Governing law and jurisdiction

This agreement is governed by the law of England and Wales, and disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.

Please sign and return to confirm acceptance.

Subcontractor signature:

Name:

Date:

Signed for and on behalf of the Contractor:

Name:

Date: