Subcontractor Agreement
This agreement is made on 18 October 2026 between:
- Contractor: name, of Contractor: address ("the Contractor"); and
- Subcontractor: name, of Subcontractor: address ("the Subcontractor").
1. The project and the work
The Contractor has a contract with The client the project is for (the "Client") for The project (the "Project"). The Contractor engages the Subcontractor to carry out the following part of the Project (the "Work"):
The Subcontractor's part of the work
Anything not described above is outside this agreement. Extra or changed work will be agreed in writing, together with any change to the fee and timing, before it starts.
2. The Client's requirements
Before the Work starts, the Contractor will give the Subcontractor copies of the parts of its contract with the Client that apply to the Work; prices and other unrelated terms may be removed. The Subcontractor will meet those requirements, as far as they apply to the Work, as if the Contractor were the Client.
If the Client changes its requirements, the Contractor will tell the Subcontractor in writing as soon as it can. The Subcontractor will follow the new requirements, and the fee and timing will be adjusted fairly where they add cost or time. The Subcontractor is not bound by requirements it has not been told about in writing.
3. Timing
The Subcontractor will start the Work on Start date, meet any milestones in section 1, and complete the Work by Completion date. It will tell the Contractor promptly about anything likely to cause a delay. Dates move back fairly if a delay is caused by the Contractor, by the Client or by a change to the Work.
4. Fee and payment
The Contractor will pay the Subcontractor Fee for the Work. The Subcontractor will invoice, and be paid, When the Subcontractor invoices and is paid.
Unless the fee says otherwise, it does not include VAT, GST or sales tax, which is added where the law requires it. The fee covers all of the Subcontractor's costs, including staff, equipment, materials and travel, unless the parties agree otherwise in writing.
The Contractor's duty to pay does not depend on whether the Client has paid the Contractor. If the Contractor disputes part of an invoice, it will say so in writing within 10 days of receiving it, with its reasons, and pay the rest on time. If an undisputed amount is more than 14 days overdue, the Subcontractor may, after giving 7 days' written notice, pause the Work until it is paid, and may claim any interest or compensation for late payment that the governing law allows.
5. Standards of work
The Subcontractor will:
- carry out the Work with the skill, care and diligence of a competent professional in its field, and to the standards in this agreement and the Client's requirements;
- use suitably qualified and experienced people, and replace any of them at its own cost if the Contractor reasonably asks;
- comply with all laws that apply to the Work, including health and safety, employment and data protection law, and hold any permits or licences the Work needs;
- follow the site, safety and security rules of the Contractor and the Client that it has been given in writing; and
- put right at its own cost, within a reasonable time, any defect in the Work that the Contractor reports within 12 months after completion.
The Subcontractor will not subcontract any part of the Work without the Contractor's written consent, and remains responsible for any part it does subcontract.
6. Independent business
The Subcontractor is an independent business, not an employee, partner or agent of the Contractor or the Client. It decides how to carry out the Work within the requirements of this agreement, and is responsible for its own people, their pay, and all taxes and social security contributions on its fee and their pay. It may work for others, as long as it keeps to this agreement.
7. Confidentiality
Each party will keep confidential, and use only for the Project, any non-public information it receives about the other party or the Client in connection with this agreement, and share it only with people who need it for the Project and are bound to keep it confidential. This does not apply to information that is or becomes public through no fault of the party that received it, or that the law requires it to disclose. The Subcontractor will also keep to any confidentiality terms in the Client's requirements. These duties continue for 3 years after this agreement ends, and for trade secrets and personal data for as long as they remain so.
If the Subcontractor handles personal data for the Project, it will comply with the data protection law that applies, follow the Contractor's written instructions about that data, and sign any additional terms that law requires.
8. Who owns the work
Once the Contractor has paid for it, all rights in the results of the Work, including copyright, pass to the Contractor, so that it can pass them on to the Client as its contract requires. The Subcontractor keeps the rights in the tools, methods and materials that it had before this agreement or develops separately from it, and gives the Contractor and the Client a permanent, non-exclusive licence to use them as part of the results of the Work.
9. Dealing with the Client
The Subcontractor will deal with the Client through the Contractor, except for day-to-day contact that the Contractor allows, and will not present itself to the Client as acting for anyone other than the Contractor.
10. Liability and insurance
Each party is responsible to the other for loss caused by its own breach of this agreement or its negligence. For the Subcontractor, this includes amounts the Contractor reasonably has to pay the Client because of the Subcontractor's breach or negligence.
Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue or business. Each party's total liability arising from this agreement is limited to the total fee. These limits do not apply to the Contractor's duty to pay the fee, to a breach of section 7, to liability for death or personal injury caused by negligence, to fraud, or to any other liability that the law does not allow to be limited.
11. Ending the agreement
Either party may end this agreement by giving the other at least Notice to end the agreement early of written notice. The Contractor may also end it by written notice if its contract with the Client for the Project ends or the Client stops the Work. Either party may end it at once, by written notice, if the other seriously breaches it and does not put the breach right within 14 days of being asked to in writing, or becomes insolvent.
When the agreement ends, for any reason:
- the Contractor will pay for the Work properly done up to the end date, and for any reasonable costs the Subcontractor has already committed to and cannot cancel, unless the agreement ends because of the Subcontractor's breach;
- the Subcontractor will hand over the Work done so far, and section 8 applies to it once it is paid for; and
- each party will return or delete the other's and the Client's confidential information, except copies that the law requires it to keep.
Sections 7, 8, 9, 10 and 13 continue after the agreement ends.
12. General
- Neither party is responsible for a delay or failure caused by events beyond its reasonable control, as long as it tells the other promptly and does what it reasonably can to limit the effect.
- Neither party may transfer this agreement to someone else without the other's written consent.
- Notices under this agreement must be in writing, and may be sent by email to the address each party last gave the other.
- This agreement is the whole agreement between the parties about the Work. It may be changed only in writing signed by both parties. If any part of it cannot be enforced, the rest stays in effect.
- It may be signed in separate copies and electronically, and together they form one agreement.
13. Governing law and disputes
This agreement is governed by the laws of Country or state whose law applies. The parties will first try to settle any dispute by discussing it in good faith. If they cannot settle it within 30 days, either party may take it to the courts of Country or state whose law applies, which have jurisdiction.
Signatures
For the Contractor: Contractor: name
Name and role: ______________
Signature: ______________
Date: ______________
For the Subcontractor: Subcontractor: name
Name and role: ______________
Signature: ______________
Date: ______________