SiteKiln gives you plain-English information, not legal advice. This is a framework to hand to a solicitor and say "make me one of these" -- not a finished contract. For anything above small jobs, get proper legal input.
This is for when you're a subcontractor to a main contractor, not a domestic builder for Mrs Jones. It assumes the Construction Act applies (most UK construction work does). You're usually signing their terms, but this shows what your ideal subbie T&Cs would look like -- so you know what to push back on.
1. Parties, project and hierarchy of documents
What to cover:
- Parties (Main Contractor and Subcontractor), project name, main contract reference.
- Clear description of the Subcontract Works and where they sit in the main contract.
- A clause saying which document wins if there's a clash (e.g. your subcontract conditions vs spec vs drawings).
Why: Stops them arguing that some buried clause in a 200-page main contract trumps what you agreed in the subcontract.
2. Scope, design and responsibilities
What to cover:
- What you're actually responsible for: labour only, labour and materials, design, temp works, testing, commissioning etc.
- What the main contractor/client remains responsible for (design they provide, existing structures, access, welfare, scaffolding if they're providing it).
- Clarify whether you owe any design duty at all; if you do, refer to a defined standard (e.g. reasonable skill and care).
Why: Avoids you silently inheriting all design/coordination liability.
3. Programme, access and extensions of time
What to cover:
- Start date and completion date for your Subcontract Works.
- Your right to an extension of time if you're delayed by:
- Late access, late information, late preceding trades.
- Variations, late approvals, client changes.
- Force majeure / events outside your control.
- Obligation to give notice of delay (but keep deadlines realistic, not 24 hours).
Why: So "you're late" isn't the default answer every time, and you've got a route to move dates when they slip the programme.
4. Payment mechanism (Construction Act-compliant)
This bit is critical. Your clauses need to give an "adequate mechanism" for payment and comply with the Act:
What to cover:
- How the amount due is calculated: measured work, fixed price milestones, or percentage of valuation.
- Due date -- when each interim payment falls due (e.g. end of month, or X days after valuation).
- Payment notice -- who issues it, when, and what it must state (the "notified sum").
- Final date for payment -- fixed number of days after the due date/payment notice.
- Pay less notice -- when and how they must serve a pay less notice if they want to pay less than the notified sum.
Your ideal wording in concept:
- If you submit an application, it becomes the default payment notice if they don't issue theirs on time.
- Any pay less notice has to:
- Arrive no later than [X days] before the final date for payment, and
- Show the amount they now think is due and how they've calculated it.
That setup gives you a fighting chance in adjudication if they mess up notices.
5. Variations, dayworks and loss & expense
What to cover:
- What counts as a Variation (change in scope, quality, quantity, sequence).
- Need for written instructions/variation orders (but allow email/site instruction sheets).
- How variations are valued:
- Using contract rates where possible,
- Otherwise fair rates/dayworks.
- Right to additional payment and time for instructed changes and for delay/disruption caused by the contractor/client.
Why: So "we never agreed that" and "you should have allowed for that" don't kill every extra you try to claim.
6. Quality, defects and defects period
What to cover:
- Obligation to carry out work with reasonable skill and care and to the spec and standards in the main contract.
- Defects period (e.g. 6/12 months from completion of your works) and your right to return and fix defects.
- Main contractor can only get others in and charge you if:
- They've given you notice of the defect,
- A reasonable chance to put it right, and
- You've failed to do so.
Why: Stops them instantly back-charging you for anything they don't like.
7. Set-off, retention and collateral matters
What to cover:
- Retention -- percentage, when it's released (e.g. half at practical completion, half at end of defects period).
- Set-off -- tightly drafted: they can only set off sums that are clearly due under this subcontract and notified properly (often via pay less notice).
- Ban or heavily restrict "pay when paid" clauses -- the Act makes pure pay-when-paid unenforceable except in insolvency cases.
- If you can, add that they can't withhold payment for disputes under other contracts or projects (cross-contract set-off).
8. Suspension and termination
Under the Act you have a statutory right to suspend for non-payment if they don't pay the notified sum on time.
What to cover:
- Your right to suspend the works for non-payment after giving proper notice (often 7 days).
- Their right to suspend/terminate if you seriously default (but build in notice and a cure period).
- Consequences of termination:
- You're paid for work done and reasonable demobilisation costs.
- Clear rules for materials on site, off-site materials, and tools.
Why: So walking off site when they haven't paid doesn't instantly put you in breach.
9. Liability caps and exclusions
You won't always get your ideal terms agreed, but the template should aim for:
- Overall liability cap (e.g. linked to the subcontract sum or insurance level).
- No liability for indirect/consequential loss (loss of profit etc. at main contract level).
- No responsibility for delays or defects caused by others' design or works.
- You do not accept fitness-for-purpose obligations unless explicitly agreed (stick to reasonable skill and care).
All of this has to sit within general English law on exclusions -- you can't exclude death/personal injury due to negligence, and unfair/hidden clauses can be attacked.
10. Dispute resolution and adjudication
The Construction Act gives you a statutory right to adjudicate "at any time".
What to cover:
Adjudication
- Either party can refer a dispute to adjudication under the Act at any time.
- Nomination body (e.g. RICS, TeCSA, Technology & Construction Solicitors' Association).
- Decision is binding until final determination in court or arbitration.
Escalation
- Optional step: negotiation / senior reps meeting, then adjudication, then litigation or arbitration.
Why: You need a clean adjudication clause so you can use the notice regime and "smash and grab" if they fail payment notices.
11. Flow-down from main contract
Most main contractors insist your subcontract incorporates relevant bits of the main contract.
What to cover:
- Acknowledge main contract exists and you'll comply with relevant technical/programme obligations.
- Make it clear you're not taking on wider obligations (liquidated damages, design obligations, crazy indemnities) unless specifically agreed and priced.
Why: Stops you accidentally promising everything the main contractor has promised the client for a fraction of the money.
12. Boilerplate
Standard tail-end clauses:
- Notices -- how to serve, email acceptable or not, addresses.
- Assignment -- who can transfer what to whom.
- Entire agreement -- this subcontract plus any listed documents only.
- Governing law and jurisdiction -- England and Wales.
Sources and legislation
- Housing Grants, Construction and Regeneration Act 1996 ("Construction Act") -- Part II (sections 104-117) covering payment mechanisms, adjudication, suspension rights, and pay-when-paid restrictions. legislation.gov.uk/ukpga/1996/53/part/II
- Local Democracy, Economic Development and Construction Act 2009 -- Part 8 (sections 138-145) amending the Construction Act: payment notices, pay less notices, suspension rights. legislation.gov.uk/ukpga/2009/20/part/8
- The Scheme for Construction Contracts (England and Wales) Regulations 1998 (SI 1998/649) as amended -- default payment and adjudication provisions. legislation.gov.uk/uksi/1998/649
- Unfair Contract Terms Act 1977 -- limits on excluding liability. legislation.gov.uk/ukpga/1977/50
- JCT and NEC standard subcontract forms -- industry benchmarks for subcontract terms (JCT SBCSub, NEC4 ECS).
Related guides on this site
- 8.5 Writing quotes that protect you
- 8.6 Terms and conditions template -- domestic work
- 1.1 Your main contractor hasn't paid you
- 1.3 Statutory payment notices -- how to use them
- 1.4 Adjudication -- the nuclear option that costs you nothing
- 1.5 Retentions -- what they can hold and for how long
- 1.10 Pay-when-paid clauses -- they're illegal and here's why
- 2.5 Variation orders -- protecting yourself
- 2.7 Liquidated damages
- 2.18 Collateral warranties
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