🇬🇧 England and Wales · Partnerships

Subcontractor agreement template for England and Wales

A subcontractor agreement drafted under the law of England and Wales. Below: what it is usually called here, what the legislation says, and the governing-law clause this draft prints.

What is a subcontractor agreement called in England and Wales?

In England and Wales this is usually called a subcontract (or sub-consultancy agreement).

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What changes under the law of England and Wales?

In a chain of contracts, the Contracts (Rights of Third Parties) Act 1999 can let your end client enforce a term in the subcontract if it was meant to benefit them, unless the subcontract excludes the Act. Many do, and handle client rights through the head contract instead.

  • A person who is not a party can enforce a term if the contract expressly says so, or if the term purports to confer a benefit on them, unless the contract shows the parties did not intend that. Contracts commonly exclude this right.

    Source: Contracts (Rights of Third Parties) Act 1999, s.1Checked 7 October 2026Pending lawyer review

  • Statutory interest on late payment of commercial debts is set by order under the Late Payment of Commercial Debts (Interest) Act 1998; gov.uk states the rate as 8% plus the Bank of England base rate.

    Source: Late Payment of Commercial Debts (Interest) Act 1998, s.6; gov.uk guidanceChecked 7 October 2026Pending lawyer review

  • Liability for death or personal injury caused by negligence cannot be excluded or restricted by a contract term; other negligence liability can be limited only so far as the term is reasonable. Consumer contracts are carved out to the Consumer Rights Act 2015, whose s.31 lists liabilities a trader cannot exclude in contracts for goods.

    Source: Unfair Contract Terms Act 1977, s.2Checked 7 October 2026Pending lawyer review

More on England and Wales: how contracts work in England and Wales.

The governing-law clause this draft prints

This agreement and any dispute arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

In Plain English: if there is a dispute, the law of England and Wales decides what the contract means, and the named courts hear it. It does not say this is the right choice for you; that depends on where the parties are and what they agree.

The other clauses, in Plain English

Legal wording · example

1Flow-down

The Subcontractor shall perform the Services in accordance with the obligations of the Contractor under the Head Contract, so far as they relate to the Services.

In Plain English

Whatever you promised the client about this part of the work, the subcontractor promises you.

How this clause works →

Legal wording · example

2Intellectual property

The Subcontractor assigns to the Contractor all rights in the Deliverables, with full title guarantee, on creation.

In Plain English

What they make belongs to you, so you can pass it to your client.

How this clause works →

Legal wording · example

3Payment

The Contractor shall pay undisputed invoices within [30] days of receipt.

In Plain English

You pay their invoices within the days agreed, unless you dispute the invoice.

How this clause works →

Legal wording · example

4Non-solicitation

During the term and for [6] months after, the Subcontractor shall not solicit the Client for services of the kind supplied under this agreement.

In Plain English

For a set period they do not pitch your client for the same kind of work.

Frequently asked questions

Can my client sue my subcontractor directly?

Possibly, if the subcontract says so or a term purports to benefit the client, under the Contracts (Rights of Third Parties) Act 1999 s.1. Subcontracts commonly exclude this.

Can I charge interest if the invoice is paid late?

Between businesses, statutory interest is available under the Late Payment of Commercial Debts (Interest) Act 1998. gov.uk states the rate as 8% plus the Bank of England base rate. A contract can also set its own rate.

How long do I have to bring a claim?

Six years from the breach on a simple contract, and twelve if the contract was made as a deed (Limitation Act 1980 ss.5 and 8).