Free Subcontractor Agreement Template

SCOPE OF THE SUB-CONTRACT WORKS

The Subcontractor shall carry out and complete the following construction operations (the "Sub-Contract Works"), which fall within s.105 of the Housing Grants, Construction and Regeneration Act 1996:

Description of Sub-Contract Works:
First and second fix electrical installation at the Site, including temporary site power to CEE 32A distribution, main consumer unit (2-module SPD, Type A RCBOs), ring final circuits on 2.5mm² TandE, dedicated radial circuits for kitchen (32A) and oven (32A), lighting circuits on 1.5mm² TandE, external IP66 socket provision, smoke and CO alarm wiring and interlink, and issue of Electrical Installation Certificate on completion.

Site Address:
45 High Street Manchester M1 3CD

The Sub-Contract Works shall be carried out in accordance with any drawings, specifications, method statements and programmes agreed in writing between the parties and in conformity with the Main Contract insofar as its provisions are applicable to the Sub-Contract Works. A copy of the relevant extracts of the Main Contract has been made available to the Subcontractor.

PROGRAMME AND ACCESS

Commencement: The Subcontractor shall commence the Sub-Contract Works on or about 14 April 2026, subject to access being given by the Contractor.
Completion: The Subcontractor shall use all reasonable endeavours to achieve practical completion of the Sub-Contract Works on or about 29 May 2026.

Access and Site Conditions: Monday-Friday 07:30-17:30. Saturday 08:00-13:00 with 48h prior notice. CSCS cards mandatory. Site induction by PC's site manager on first day. Welfare facilities and 110v site supply provided by Contractor.

The Contractor shall provide the Subcontractor with reasonable and unobstructed access to the relevant parts of the Site at the times agreed. Where delay is caused by an act or omission of the Contractor, or by any other matter beyond the Subcontractor's reasonable control, the Subcontractor shall be entitled to a fair and reasonable extension of time to the completion date.

PRICE, PAYMENT NOTICES AND PAY-LESS

Sub-Contract Price: The Contractor shall pay the Subcontractor the sum of 18,500.00 GBP (exclusive of VAT, with VAT chargeable in addition at the prevailing rate) for carrying out and completing the Sub-Contract Works (the "Sub-Contract Price"), payable monthly against the Subcontractor's interim application for payment.

Due date (s.109 HGCRA): Each interim and final application for payment shall have a due date of the date of receipt by the Contractor.

Payment notices (s.110A HGCRA): Not later than five days after the due date, the Contractor shall give a payment notice specifying the sum the Contractor considers due and the basis of calculation. Where the Contractor fails to give such notice, the sum notified in the Subcontractor's application shall become the notified sum (s.110B default payment notice).

Final date for payment (s.110 HGCRA): The final date for payment of each notified sum is 30 days after the due date.

Pay-less notice (s.111 HGCRA): If the Contractor intends to pay less than the notified sum, the Contractor shall give a written pay-less notice not later than 7 days before the final date for payment, specifying the sum the Contractor considers due and the basis of calculation. In the absence of a compliant pay-less notice, the Contractor shall pay the notified sum in full.

Suspension for non-payment (s.112 HGCRA): If any notified sum is not paid in full by the final date for payment and no valid pay-less notice has been served, the Subcontractor may, on seven days' written notice, suspend performance of any or all of its obligations until payment is made, with an entitlement to an extension of time and reasonable costs (s.112(3A)).

Pay-when-paid prohibited (s.113 HGCRA): Any provision making payment conditional on the Contractor being paid under the Main Contract is ineffective, save where the third-party payer is insolvent as defined in s.113(2)-(4).

Late-payment interest (Late Payment Act 1998): Without prejudice to any other remedy, any sum not paid by the final date for payment shall bear interest at 8% above the Bank of England reference rate, together with the fixed sum and reasonable recovery costs permitted by section 5A of the Late Payment of Commercial Debts (Interest) Act 1998.

Retention: The Contractor shall be entitled to deduct 5% from each payment due to the Subcontractor. Half of the Retention shall be released within 14 days of practical completion of the Sub-Contract Works and the remaining half within 14 days of the end of the Defects Liability Period under Clause 6, subject to the satisfactory making good of any defects.

CONSTRUCTION INDUSTRY SCHEME (CIS)

The Subcontractor is a CIS-registered subcontractor. The Contractor shall deduct tax at the standard rate of 20% from the labour element of each payment under section 61 of the Finance Act 2004, and account for such deductions to HMRC under the Income Tax (Construction Industry Scheme) Regulations 2005.

The Subcontractor shall provide the Contractor with its Unique Taxpayer Reference (UTR), National Insurance number (sole traders) or company number on request, together with evidence of CIS registration status. The Contractor shall issue the Subcontractor with a monthly payment and deduction statement as required by the Income Tax (Construction Industry Scheme) Regulations 2005 reg.4.

SUBCONTRACTOR'S OBLIGATIONS

The Subcontractor shall: (a) carry out the Sub-Contract Works with reasonable care and skill in a good and workmanlike manner, as required by section 13 of the Supply of Goods and Services Act 1982, and in accordance with BS 7671:2018+A2:2022 (18th Edition Wiring Regulations), Part P of the Building Regulations 2010 (Approved Document P) and the relevant NICEIC codes of practice; (b) supply any goods or materials it provides as being of satisfactory quality and reasonably fit for purpose (Supply of Goods and Services Act 1982 s.4); (c) comply with the Building Regulations 2010, the Health and Safety at Work etc. Act 1974, the Management of Health and Safety at Work Regulations 1999, the Work at Height Regulations 2005, the Control of Substances Hazardous to Health Regulations 2002, the Construction (Design and Management) Regulations 2015 and all other applicable statutory requirements, and provide risk assessments and method statements to the Contractor on request; (d) comply with any reasonable instructions given by the Contractor's site manager or contract administrator, and with the rules and procedures of the Site (including site inductions); (e) keep the Site clean, safe and secure so far as reasonably practicable, and remove all debris, surplus materials and plant on completion of the Sub-Contract Works; (f) supply all materials, goods and plant necessary for the Sub-Contract Works, all of which shall be new, of satisfactory quality and fit for purpose, and shall conform to the specification and any applicable British Standards; and (g) not further sub-contract the whole or any substantial part of the Sub-Contract Works without the Contractor's prior written consent (such consent not to be unreasonably withheld or delayed). Any further sub-contract shall incorporate terms consistent with this Agreement, including the statutory payment and adjudication provisions of Part II HGCRA 1996.

CONTRACTOR'S OBLIGATIONS

The Contractor shall: (a) provide the Subcontractor with unobstructed access to the relevant parts of the Site at the times agreed; (b) provide such information, drawings and specifications as the Subcontractor may reasonably require to carry out the Sub-Contract Works; (c) make payments in accordance with Clause 3, and issue all payment notices and pay-less notices in accordance with the timescales set out therein; (d) not instruct variations to the Sub-Contract Works other than by way of written instruction, and confirm the price and time effects of any variation before work commences; (e) where the Contractor is appointed Principal Contractor under CDM 2015, prepare and maintain the construction phase plan and provide the health and safety file to the Subcontractor on request; and (f) comply with any obligations imposed on the Contractor under the Main Contract that require cooperation with the Subcontractor.

CDM 2015 ROLES AND HEALTH AND SAFETY

The Subcontractor is a contractor within the meaning of regulation 2 of CDM 2015 and shall comply with regulation 15, including planning, managing and monitoring construction work, providing instruction and information to its workers, checking the competence of any further sub-contractors and cooperating with the Principal Contractor.

The Subcontractor shall cooperate with the Principal Designer and Principal Contractor appointed under the Main Contract, provide such information as they reasonably require, and comply with the construction phase plan. The Subcontractor shall notify the Contractor immediately of any accident, dangerous occurrence or near-miss required to be reported under the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013 (RIDDOR).

DEFECTS LIABILITY PERIOD

The Subcontractor shall at its own cost remedy any defects, shrinkages or other faults in the Sub-Contract Works which appear within 12 months of the date of practical completion of the Main Contract works (the "Defects Liability Period"), and which are due to materials or workmanship not in accordance with this Agreement, or to any other default of the Subcontractor. The Subcontractor shall respond to any notified defect within a reasonable period and, failing prompt response or remedy, the Contractor may engage others to carry out the remedial works and recover the reasonable costs from the Subcontractor by set-off or otherwise. Nothing in this clause limits the Subcontractor's liability under the Limitation Act 1980 (six years for simple contract, twelve years for contracts executed as a deed).

INSURANCE

The Subcontractor shall, before commencement of the Sub-Contract Works and throughout the Defects Liability Period, maintain with reputable UK insurers: (a) public liability insurance with a limit of indemnity of not less than 5,000,000 GBP for any one occurrence (with aggregate unlimited); (b) employers' liability insurance in accordance with the Employers' Liability (Compulsory Insurance) Act 1969, with a minimum limit of 10,000,000 GBP per claim (statutory minimum £5 million); (c) where the Subcontractor has any design responsibility, professional indemnity insurance of not less than 1,000,000 GBP per claim and in the aggregate, maintained for six years from practical completion (twelve years where this Agreement is executed as a deed); and (d) such contract-works and other insurance as may reasonably be required for the Sub-Contract Works. The Subcontractor shall produce certified evidence of cover on request, and shall not allow such insurance to lapse during the Sub-Contract Works or the Defects Liability Period.

TAX STATUS — OFF-PAYROLL WORKING (IR35)

The Subcontractor does not provide services through a personal service company or other intermediary within the meaning of Chapter 10 of Part 2 of ITEPA 2003, and the off-payroll working rules do not apply to this engagement.

The Subcontractor warrants that it has the right to work in the United Kingdom (Immigration, Asylum and Nationality Act 2006) and shall indemnify the Contractor against any liability to HMRC arising from a misrepresentation of its tax or immigration status.

TERMINATION FOR DEFAULT

Either party may terminate this Agreement by written notice where the other party: (a) commits a material breach of this Agreement which it fails to remedy within 14 days of written notice requiring remedy; or (b) becomes insolvent as defined in section 113(2)-(4) HGCRA 1996 (including administration, liquidation, receivership, voluntary arrangement or equivalent procedure). The Contractor may additionally terminate with immediate effect if the Subcontractor abandons the Sub-Contract Works or fails to proceed diligently after notice. On termination, the Subcontractor shall be paid for Sub-Contract Works properly executed up to the date of termination, subject to set-off for losses, delay costs and the cost of engaging others to complete. Insolvency of either party shall not of itself prevent a referral to adjudication, which right survives termination (Bresco Electrical Services Ltd v Michael J Lonsdale (Electrical) Ltd [2020] UKSC 25).

CONFIDENTIALITY

Each party shall keep confidential all information of a commercially sensitive nature relating to the other's business, clients, pricing, methods, drawings and designs which is disclosed in connection with this Agreement or becomes known in the course of carrying out the Sub-Contract Works. This obligation survives termination and shall continue for three years thereafter. It shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known before disclosure; (iii) is received from a third party without restriction; or (iv) is required to be disclosed by law, regulation, court order or by a competent regulator. Nothing in this clause prevents a disclosure to professional advisers, insurers, auditors or mortgage lenders on a need-to-know basis subject to equivalent duties of confidence.

ANTI-BRIBERY AND MODERN SLAVERY

Each party shall: (a) comply with the Bribery Act 2010, and shall not commit any act or omission which would cause the other party to be in breach of sections 1, 2, 6 or 7 of that Act; (b) maintain adequate procedures (within the meaning of s.7(2)) to prevent bribery by persons associated with it; (c) comply with the Modern Slavery Act 2015 in all dealings relating to this Agreement, and cooperate with any transparency-in-supply-chains enquiries under section 54 of that Act; and (d) promptly notify the other party of any breach of this clause. Breach of this clause shall be a material breach entitling the innocent party to terminate under Clause 11.

DISPUTE RESOLUTION

Without prejudice to the statutory right of either party to refer any dispute to adjudication at any time, any dispute arising out of or in connection with this Agreement shall be resolved by adjudication at any time under section 108 of the Housing Grants, Construction and Regeneration Act 1996 (as amended by the Local Democracy, Economic Development and Construction Act 2009), with the Scheme for Construction Contracts (England and Wales) Regulations 1998 (SI 1998/649, as amended by SI 2011/2333) applying where this Agreement is non-compliant. The adjudicator's decision shall be binding on the parties on an interim basis under s.108(3) HGCRA 1996 until the dispute is finally determined by legal proceedings, arbitration or agreement. Notices of dispute and of referral shall be served in accordance with s.115 HGCRA 1996 and paragraph 1 of the Scheme.

GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. Subject to the statutory right of either party to refer any dispute to adjudication at any time, the parties submit to the exclusive jurisdiction of the Technology and Construction Court (part of the Business and Property Courts of England and Wales).

GENERAL

(a) Entire agreement: This Agreement (together with any documents expressly incorporated by reference, including any annexed schedules of rates or programmes) constitutes the entire agreement between the parties in relation to the Sub-Contract Works and supersedes all prior discussions and correspondence. Each party acknowledges that in entering into this Agreement it has not relied on any statement or representation not expressly set out herein (without prejudice to any liability for fraudulent misrepresentation).
(b) Amendments: No amendment to this Agreement shall be effective unless made in writing and signed by or on behalf of both parties.
(c) Severability: If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
(d) No partnership: Nothing in this Agreement shall constitute a partnership, joint venture or agency between the parties.
(e) Third-party rights: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
(f) Notices: Notices shall be in writing and served at the address given on the first page, by hand, first-class post or email (with confirmation of receipt). Service provisions comply with s.115 HGCRA 1996.