Subcontractor Agreement (UK) by OLL
This Subcontractor Agreement sets out the terms on which a contractor subcontracts its services through a self-employed subcontractor, confirming there is no employment or worker relationship. It defines fees, responsibilities, confidentiality, IP ownership, and termination rights, ensuring both parties are clear on their obligations while reducing misclassification risk.
Subcontractor Agreement
This agreement is for use between a company and an independent subcontractor, customisable for either indefinite or fixed-term arrangements.
The Independent Contractor Agreement template can be used as the prime agreement for this 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.
Optional:
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
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England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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