Sub Contractor Agreement
Duration of contract:
Between PALACE PLUMBERS LIMITED and .
This contract provides the terms and conditions for the provision of services to PALACE PLUMBERS LIMITED (“the Contractor”) by (“the Subcontractor”).
The Contractor and Subcontractor (individually the “Party” and collectively the “Parties” to this Agreement.
The Contractor has been given to understand by the Subcontractor that the said Subcontractor has the necessary qualifications, experience and abilities to provide services to the Contractor.
The Subcontractor is agreeable to providing such services to the Contractor on the terms and conditions set out in this Agreement.
In providing the services under this agreement it is expressly agreed that the Subcontractor is acting as an independent contractor and not as an employee. The Subcontractor and the Contractor acknowledge that this agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
The Subcontractor whilst working for the Contractor is a direct representative of the Contractor and as such should ensure that the Contractor is presented to the Client in a professional manner at all times. The Subcontractor should wear suitable safety and professional work attire as well as and in addition to any uniform or company attire provided by the Contractor. The Subcontractor should be mindful of personal cleanliness and hygiene when working on the Client’s property.
The Subcontractor will be responsible for it’s own corporation tax and any PAYE, Income Tax, National insurance contributions or any taxed or deductions payable in the course of work and shall indemnify the Contractor against any costs, claims, demands, losses, expenses and liability (including interests and penalties) in respect thereof. The Subcontractor must provide the Contractor with all information pertaining to CIS (Construction Industry Scheme). Contributions to this scheme will be deducted directly from the gross invoice value by the Contractor and paid into the scheme.
The Subcontractor must be fully indemnified and must carry Public Liability insurance of no less than £2,000,000 (Two Million Pounds). The Contractor will require a copy of this insurance prior to commencement of any work.
The Subcontractor will comply with relevant Statutes and By-laws relating to the health and safety of personnel, and notify the Contractor immediately of any risk or detriment that may expose the Contractor to any danger, prejudice or loss.
1. The Services
1. 1 The Subcontractor hereby agrees to engage the Contractor with services (“the Services”) consisting of:
1.2 The Services will also include any other tasks that the Parties may agree on. The Subcontractor hereby agrees to provide such services to the Contractor.
1.3 A schedule of works will be provided for each contract (job) detailing the specifics of the job to be carried out, including job description, materials and pricing.
1.4 The order, manner and progress of works must be maintained at all times so as to ensure completion of the works by the completion date. If the Subcontractor fails to complete the works, or any section, therefore, within the specified, or any periods subsequently agreed, he shall pay to the Contractor any loss or damage suffered or incurred by the Contractor including any damages payable by the Contractor to the Main Contractor and caused by the failure of the Subcontractor.
2. Provision and Acceptance of Services
2.1 This Section is important if the subcontractor is an individual to clarify that there is no obligation on the parties to provide/accept work from the other.
2.2 The Contractor is under no duty or obligation to provide the Subcontractor with work at any time or of any nature other than that provided for under this Agreement.
2.3 The Subcontractor is under no duty or obligation to accept any offer of work received from the Contractor other than that provided for under this Agreement.
2.4 The Contractor is entitled to offer work to, and engage the services of, any other sole trader, partnership, firm or Contractor who provides the same or similar Services as the Subcontractor.
2.5 The Subcontractor is entitled to accept and carry out its Services for any other sole trader, partnership, firm or Contractor, except where to do so would detrimentally affect the Subcontractor’s ability to provide Services to the Contractor as agreed under this Agreement.
2.6 Prices will be calculated on each individual job and a ‘Fitters Price’ will be supplied prior to the commencement of the work. Prices for all works will be agreed verbally from time to time.
3. Obligations of the Parties
This section sets out any duties incumbent on each party under the contract.
3.1 Both parties prior to work commencement must agree to any variation or update to the job card provided.
3.2 Both Subcontractor and Contractor Prior to work commencement must communicate all material updates or variation not set out on the job card.
3.3 Any unforeseen changes or adjustments to the job description or materials required after job commencement must be communicated to both Subcontractor and Contractor immediately at time of discovery.
3.4 ((Enter any additional incumbent duties))
4. Invoicing and Payment (including taxation)
This section sets out invoicing and payment terms for work including intervals for raising invoices and on what terms invoices will be paid. As this contract relates to construction work this section takes account of the CIS scheme and rules on payments for construction work set out in the Housing Grants, Construction and Regeneration Act.
4.1 The Subcontractor is obliged to submit an invoice for payment. If applicable the Contractor may prepare this on behalf of the Subcontractor but may include a charge for this at an agreed rate.
4.2 The Parties agree that the Subcontractor is responsible for payment of any taxes or national insurance arising from the performance of, and remuneration for, the Services.
4.3 The Subcontractor agrees that it will indemnify the Contractor in respect of all liability for taxes and National Insurance contributions including, but not limited to, Income Tax, Corporation Tax and Capital Gains Tax arising out of the performance of the Services.
4.4 The Subcontractor shall issue an application for payment at the end of each calendar month for the services provided in that month.
4.5 The Parties agree that CIS payments will be deducted from the Subcontractors payment application by the Contractor and made to HMRC by the Contractor in compliance with the CIS and in a timely manner.
4.6 The Contractor shall pay all properly substantiated application payments within 30 days from the date when they are received by it.
4.7 If the Contractor disputes the application for payment received from the Subcontractor, it will notify the Subcontractor within 14 days and if the issue is not resolved the Parties may follow the Dispute Resolution mechanism set out in this Agreement.
4.8 The Subcontractor must co-operate fully with the Contractor in relation to any outstanding requests for information required by the Contractor to substantiate either payment under this Agreement or for the Contractor to receive payment under the Main Contract.
4.9 The Contractor reserves the right to deduct from any certified payments the amounts of any contra accounts or other claims which the Contractor is owed pursuant to this or any other contract.
4.10 The Subcontractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the contractor in connection with the services under this Agreement. All expenses must be pre-approved by the Contractor
Prior to the commencement and signing of this contract it is essential that the Subcontractor have appropriate insurance in place as identified in this section of the contract and provide the Contractor with up-to-date documentation for the insurance they have in place showing their minimum sum of cover and coverage expiration date.
5.1 The liability insurance cover of the Subcontractor shall be in the minimum sum of £2,000,000 (Two Million Pounds) for any one occurrence or any series of occurrences arising out of one event or such greater sum may be stated in the Appendix hereto.
5.2 As and when reasonably required to do so the Subcontractor shall produce and shall cause any other to produce, for inspection, documentary evidence that the insurances are properly effected and maintained and shall produce for inspection the policy or policies and premium receipts in question.
5.3 Should the Subcontractor default in insuring or continuing to insure as provided herein, the Contractor may itself insure against any risk with respect to which such default shall have occurred and may deduct a sum or sums equivalent to the amount paid or payable in respect of premiums from any monies due or to become due to the Subcontractor or any such amount may be recovered from the Subcontractor by the Contractor as a debt.
6. Standard of work
The Subcontractor is required to rectify any substandard or defective work at the subcontractor’s own expense or retention including liquidated damages clauses.
6.1 The Subcontractor agrees to correct any substandard or defective work in their own time and at their own cost and within a time period agreed to by the customer and Contractor.
6.2 If after failure of the Subcontractor to respond, within 4 days, to make good any defect or fault the Contractor may, without further notice to the Subcontractor engage others to carry out the necessary remedial works and recover the costs of the action as a debt from the Subcontractor.
6.3 The Subcontractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the contract. The Subcontractor will be responsible for cleaning up on a daily basis. At completion of the work the Subcontractor shall remove waste materials, rubbish, tools, construction equipment, machinery and surplus materials.
6.4 Materials and parts should be inspected prior to unpacking to ensure that they are the make and model specified on the Job Card. If the wrong appliances have been delivered the office should be notified immediately so that they can be returned and a replacement ordered. All materials should be inspected fully and if any damage is found they should be repackaged and the office notified immediately so a replacement can be arranged.
6.5 Any materials that display damage once installed will be deemed as damage caused by the Subcontractor and a charge may be made to the Subcontractor for replacing the damaged item.
6.6 If the Subcontractor fails to clean up, the Contractor may do so and the cost, therefore, shall be charged to the subcontractor.
7. Health and Safety
Contracts for high-risk work will have provision made for additional health and safety arrangements including on-site co-operation and co-ordination as well as the production of risk assessments and method statements. Provision will also be giving for welfare and first aid facilities.
7.1 The Subcontractor is responsible for his own safety when operating machinery and carrying out hazardous work, the wearing of Safety Footwear, Goggles and all other relevant protective clothing is the sole responsibility of the Subcontractor. The contractor will not be held responsible for any injury incurred by the Subcontractor through negligence or failure to wear the relevant protective clothing. Due care should be taken when handling hazardous substances and COSHH* regulations must be adhered to.
7.2 Statutory Obligations – The Subcontractor is reminded that they and their employees have a duty to observe all relevant requirements of the appropriate Health & Safety at Work legislation.
7.3 The Subcontractor shall also comply with the Contractor’s requirements on matters affecting the safe conduct of work on their sites, notably that all Subcontract personnel shall hold Construction Skills Certificate Scheme (CSCS) (For United Kingdom).
* COSHH control of substances hazardous to health
8. Data Protection
The Subcontractor agrees to ensure that all Contractor company information in its possession including but not limited to contracts, job cards, apps or any other written or verbal information provided by the Contractor remains private and confidential and the unequivocal property of the Contractor company. The Subcontractor further agrees to comply with the data protection act as detailed by I.C.O (Information Commissioners Office, Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF)
The Subcontractor must further comply with statutory requirements that include:
8.1 The Data Protection Act 1998
8.2 The Human Rights Act 1998
8.3 Copyright Designs and Patents 1990
8.4 The Freedom of Information Act 2000
8.5 The Computer Misuse Act 1998
8.6 Common Law Duty of Confidentiality
9. Ownership of Intellectual Property
9.1 All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Contractor. The use of Intellectual Property by the Contractor will not be restricted in any manner.
9.2 The Subcontractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with written consent of the Contractor. The Subcontractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
10. Return of Property
Upon the expiry or termination of this Agreement, the Subcontractor will return to the Contractor any property, uniform, documentation, records or Confidential Information that is the property of the Contractor.
Both Subcontractor and Contractor must hold Professional Indemnity Insurance. Evidence of up-to-date insurance is to be held by the Subcontractor and provided to the Contractor before signing of the contract. The Contractor will have other contractual relationships linked to the subcontracted work (with a client or main contractor). Therefore, an indemnity both ways are required so liability for negligent work can be transferred to the guilty party.
11.1 The Subcontractor shall indemnify the Contractor in respect of any direct loss incurred by the Contractor in the performance of the Services in consequence of any negligent act or omission committed by any person or organisation acting on behalf of the Subcontractor.
11.2 The Contractor shall indemnify the Subcontractor in respect of any direct loss incurred by the Subcontractor in consequence of any negligent act or omission committed by any person or organisation acting on behalf of the Contractor in the normal course of the performance of the Services.
11.3 The Subcontractor shall indemnify and hold harmless the Contractor and their agents and employees from claims, demands, causes of actions and liabilities of every kind and nature whatsoever arising out of or in connection with the Subcontractors operations performed under this agreement. This indemnification shall extend to claims occurring after this Agreement is terminated as well as while it is in force.
12. Confidentiality and Non-disclosure
The Subcontractor will not at any time during the period of this Agreement, or at any time after termination, for whatever reason, disclose to any person any information of a confidential nature provided to them by any member of the Contractor team.
12.1 All Subcontractors working for the Contractor are bound by a legal duty to protect the Contractor organisation’s confidentiality.
12.2 The Subcontractor shall direct all enquiries or requests made by the Main Client, to carry out additional work at the Clients property or properties owned by them, back to the Contractor.
12.3 The Subcontractor for a period of 12 months following the completion of the works, for whatever reason, will not solicit or entice in relation to the business, which may in any way be in competition with the Contractor, the custom of any person, company or organisation who, at any time during the period of 2 years preceding the termination of this contract, has been a client of the Contractor.
12.4 The Subcontractor agrees that for a period of 12 months following the cessation of the Agreement, they will not approach the Contractor’s Clients and will refrain from carrying out any work on behalf of the Contractor’s Clients.
12.5 The Subcontractor will not pass on to the Contractor’s Client’s their business card or personal contact details. All communications from the Contractor’s clients will be made through the Contractor.
13. Limit of liability
Limits on liability of each party.
13.1 The liability of the Contractor to the Subcontractor under this Agreement shall be limited to any direct loss suffered by the Subcontractor as result of the negligent performance of the Services and only where the Subcontractor notifies the Contractor of the negligent act or omission in question within seven days of the date when the Subcontractor became, or should reasonably have been, aware of that act or omission.
13.2 The Contractor shall not be liable for any loss caused by any act or omission of an operative of the Contractor where that operative was not acting in the normal course of performance of the Services.
13.3 The Contractor shall not be liable for any loss or damage arising from the performance of services that amount to a variation of the Services agreed under this Agreement unless such variation has been agreed in compliance with clause 14 of this Agreement.
13.4 The Contractor shall not be liable for any indirect or consequential loss suffered by the Subcontractor due to a breach of this Agreement by the Subcontractor.
13.5 Time shall not be of the essence in relation to performance of the Services unless expressly provided otherwise in the Contract Specification, and the Contractor shall not be liable for any losses incurred by the Subcontractor as a result of a failure to perform the Services within the indicated time frames specified in the Contract Specification.
14. Arbitration/Alternative Dispute Resolution
As a first resort all Contractual disputes between both parties must be resolved through alternative dispute resolutions other than the courts. An arbitrator or mediator appointed by the Contractor must be employed as the first course of settlement.
15. Independent contractors
15.1 The Contractor and Subcontractor are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless expressly agreed to in writing by both parties.
16. Entire agreement
16.1 This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.
The contract between both parties will terminate on completion of the work that has been subcontracted or at the time of the contracted close of contract which ever is the later date.
17.1 Either party may terminate this Agreement by giving notice if, for any reason, either party forms the opinion that the other may not meet it’s obligations under this Agreement.
17.2 The Contractor may terminate this Agreement immediately if the Subcontractor is found to be in any way negligent, or involved in any practice which is dangerous or could be seen as detrimental to the Contractor
17.3 Even though this Agreement may have been terminated, any clause that is intended to have effect following the termination shall survive and continue in effect.
18.1 All notices and other communications provided for in this Agreement and any associated document shall be in writing and shall be delivered by post, fax, email or hand to an authorised representative, to the address, fax or email shown in the Contract Information at the end of this Agreement.
18.2 Any notices served shall be deemed to be effective on actual receipt by the receiving Party, who shall acknowledge receipt within two working days of the date of receipt.
19.1 This Agreement shall be construed in accordance with English Law and the Courts of England and Wales shall have exclusive jurisdiction in so far as any matter arising from this Agreement are required to be referred to a court of law.
In the event that any of the provisions in this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Agreement.
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Signed by Ian Nash
Signed On: August 21, 2018
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Document Name: Sub Contractor Agreement
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