Sub-Contractor Terms & Conditions
PLT GROUP Limited
1. Engagement & Scope of Work
1.1. The Subcontractor is engaged strictly on a job-by-job basis upon acceptance of the Purchase Order (PO). No ongoing or exclusive relationship is implied.
1.2. The Subcontractor shall complete all works in accordance with industry best practices, all relevant British Standards, and applicable building regulations.
1.3. The Subcontractor shall provide all necessary labour, tools, equipment, and materials unless otherwise stated in the PO.
2. Health & Safety Compliance
2.1. The Subcontractor is solely responsible for the health, safety, and welfare of their personnel and must comply with all applicable health and safety laws and regulations.
2.2. The Subcontractor must have the correct accreditations, certifications, and training in place for the works they are carrying out.
2.4. The Subcontractor must provide copies of suitable Risk Assessments and Method Statements (RAMS) before commencing any work if requested by PLT Group.
2.5 The Subcontractor is responsible for ensuring full compliance with all relevant health and safety requirements.
2.6. PLT Group may request copies of RAMS documents at any time, and the Subcontractor shall provide them promptly.
2.6. Any failure to comply with health and safety requirements that result in penalties, delays, or damages will be the sole responsibility of the Subcontractor.
3. Quality & Defect Rectification
3.1. The Subcontractor guarantees that all work shall be completed to a high standard, free from defects, and fit for purpose.
3.2 The Defect Liability Period shall be 12 months from the later of:
· The completion of the Main Contract works by us; or
· The completion of the Subcontractor’s works under this agreement.
13.2. The Subcontractor is responsible for rectifying any defects, faults, or failures in materials and workmanship at their own cost, within a reasonable timeframe, as determined by us.
13.3. If the Subcontractor fails to rectify defects, we reserve the right to engage others to carry out the remedial work. All associated costs will be deducted from the Subcontractor’s payments or counter-billed.
13.4. The Subcontractor’s liability for defects includes but is not limited to:
· Poor workmanship, defective materials, or failure to meet contractual specifications.
· Work that does not comply with building regulations, British Standards, or industry best practices.
· Any defects that cause damage, delays, or additional costs to the project.
4. Documentation & Reporting Requirements
4.1. The Subcontractor must submit the following before payment can be processed:
· Site Reports detailing the work completed, any issues encountered, and any necessary follow-ups.
· Photographic Evidence of completed work.
· Drawings & Designs where applicable.
· Any additional supporting documents required under the PO or site-specific regulations.
5. Payment Terms
5.1. Payment shall be made 30 days from the end of the month in which a valid invoice is received, subject to all required documentation being provided.
5.2. Any invoice submitted without the necessary supporting documentation may be rejected or delayed.
5.3. No payment shall be made for incomplete or defective works.
6. Insurance & Liability
6.1. The Subcontractor must hold and maintain:
· Public Liability Insurance with a minimum cover of £5,000,000.
· Employer’s Liability Insurance (if applicable) to meet statutory requirements.
· Professional Indemnity Insurance (if applicable) for any design work undertaken.
6.2. The Subcontractor is fully responsible for any damage, delay, or defect arising from their works. Any associated costs shall be recovered from the Subcontractor’s payments or through claims on their insurance.
6.3. The Subcontractor agrees to indemnify and hold PLT Group harmless against any claims, losses, damages, or liabilities caused by their actions, negligence, or failure to perform under this agreement.
7. Delays & Penalties
7.1. The Subcontractor must complete work within the agreed timeframe set out.
7.2. If the Subcontractor causes any delay that impacts project completion or results in penalties being incurred by PLT Group, the Subcontractor shall be liable for all associated costs.
7.3. PLT Group reserves the right to impose reasonable financial penalties for late completion or failure to meet agreed deadlines.
8. Termination
8.1. PLT Group may terminate this agreement and cancel any outstanding POs if the Subcontractor:
· Fails to perform work to the required standard.
· Fails to adhere to health and safety regulations.
· Fails to rectify defects within the agreed timeframe.
· Fails to maintain the required insurance coverage.
8.2. Termination does not affect PLT Group’s right to claim damages for any losses suffered due to the Subcontractor’s breach.
9. Confidentiality & Non-Solicitation
9.1. The Subcontractor agrees to keep all business information, pricing, and client details confidential and not disclose them to third parties.
9.2. The Subcontractor shall not solicit or offer services directly to PLT Group’s clients for a period of 12 months following the last engagement without prior written consent from PLT Group.
10. IR35 Compliance
10.1. The Subcontractor acknowledges and agrees that they are not considered an employee of PLT Group under the IR35 legislation, and this engagement does not create an employer-employee relationship. The Subcontractor is responsible for their own taxes, National Insurance, and any other statutory obligations.
11. Dispute Resolution
11.1. Any disputes shall first be attempted to be resolved amicably between the parties.
11.2. If no resolution is reached, disputes shall be referred to adjudication in accordance with the Housing Grants, Construction and Regeneration Act 1996.
12. Tax Deduction & Construction Industry Scheme (CIS)
12.1. If the works fall under the Construction Industry Scheme (CIS), the Subcontractor must comply with all requirements set out in the Finance Act 2004 and associated regulations.
12.2. Where CIS applies, the Subcontractor must provide their Unique Taxpayer Reference (UTR) number and verification details before any payments are made.
12.3. We reserve the right to deduct CIS tax at the appropriate rate in accordance with HMRC requirements unless the Subcontractor provides proof of gross payment status.
12.4. The Subcontractor shall indemnify and hold us harmless against any expense, liability, loss, claim, or proceedings arising from:
· Their failure to comply with CIS regulations or HMRC procedures.
· Their failure to notify us of any change in their CIS registration status.
· Any penalties, fines, or tax liabilities imposed due to the Subcontractor’s non-compliance.
12.5. If CIS does not apply to the works, payments will be made in accordance with standard tax regulations, and the Subcontractor remains solely responsible for their tax affairs.
12.6. Any over-deduction or tax reclaim must be resolved directly between the Subcontractor and HMRC.
13. Insolvency & Payment Contingency
13.1. In the event that the Employer (the client) becomes insolvent, we shall not be obliged to make payment to the Subcontractor for any sums due under this agreement unless and to the extent that we have already received corresponding payment from the Employer.
13.2. If we receive part-payment from the Employer that includes amounts attributable to the Subcontractor’s work, we will pass on only the equivalent portion actually received.
13.3. If the Subcontractor becomes insolvent after the last date on which a Pay Less Notice or Final Pay Less Notice should have been given, we shall not be required to make any further payments to the Subcontractor.
13.4. For the purpose of this clause, ‘insolvent’ shall have the meaning as defined in Section 113 of the Housing Grants, Construction and Regeneration Act 1996, including any amendments or modifications.
14. Variations
14.1. We may instruct variations to the Subcontract Works at any time, including (but not limited to):
· Increasing or reducing the scope of work.
· Deferring or omitting any part of the work.
· Changing the duration of the subcontract.
14.2. The Subcontractor shall immediately comply with any variation instruction given by us.
14.3. If the variation is of a similar nature to the original work, the existing contract rates and prices shall apply.
14.4. If the variation involves work of a different nature, it shall be valued at fair market rates and prices, as reasonably determined by us.
14.5. The Subcontract Sum shall be adjusted accordingly based on the value of the variations.
14.6. The Subcontractor shall not proceed with any variations without written instruction from us, except in the case of an emergency where work is required to prevent immediate risk to health and safety or property.
15. Insurance & Indemnity
15.1. Liability for Accidents & Injuries
· We shall not be liable for any accident, injury, or compensation arising from the Subcontractor’s employees.
· The Subcontractor shall indemnify us against any claims, losses, or expenses arising from such accidents or injuries.
15.2. Liability for Damage to Persons or Property
· The Subcontractor shall indemnify and hold us harmless against any loss, liability, claim, or expense arising from:
· Injuries or damage to any person or property caused by the Subcontractor’s works, temporary works, or actions of the Subcontractor or their employees.
· Any defects or issues resulting from the Subcontractor’s failure to perform their work to a professional standard.
15.3. Insurance Requirements
The Subcontractor must maintain, at their own expense, the following minimum insurance cover:
· Public Liability Insurance: £5,000,000 minimum.
· Employers’ Liability Insurance: As required by law.
· Professional Indemnity Insurance: If applicable to the works.
The Subcontractor’s insurance must not contain any terms requiring them to discharge liability before making a claim, nor any conditions that would negatively impact our ability to recover under applicable legislation.
The Subcontractor must promptly notify us of any third-party claims relating to their work and provide regular updates on claim progress.
16. Termination & Suspension
16.1. Termination for Convenience
· We may, at any time and at our sole discretion, by written notice, omit any or all of the Subcontract Works, suspend performance, or terminate this Subcontract in whole or in part.
· If we terminate or omit any work, the Subcontractor shall only be entitled to payment for completed work, properly executed up to the termination date.
16.2. Termination for Cause
· We may terminate this Subcontract with immediate effect if the Subcontractor:
· Materially breaches this agreement and fails to remedy the breach within 7 days of receiving written notice.
· Becomes insolvent, bankrupt, or subject to a receiving order.
· Compounds with creditors, enters liquidation, or has a receiver appointed over its assets.
Upon termination, we may engage others to complete the works, and any additional costs incurred shall be recoverable from the Subcontractor.
16.3. Rights & Liabilities on Termination
· Termination shall be without prejudice to any rights or remedies available to us prior to termination.
· We shall not be liable for any loss of profit, overheads, contracts, or indirect losses incurred by the Subcontractor due to termination.
17. Bribery & Anti-Corruption
17.1 Definitions
“Bribery Legislation” means all applicable anti-bribery and anti-corruption laws, including but not limited to:
· The Bribery Act 2010 (UK);
· The Proceeds of Crime Act 2002 (UK);
· The United Nations Convention against Corruption;
· The US Foreign Corrupt Practices Act 1977 (as amended);
· Any relevant legislation in the jurisdiction where the Sub-Contractor operates.
· “Government Official” means:
· Any officer, employee, or agent of a government entity, state-owned company, political party, or international organization, or any candidate for public office.
17.2 Anti-Bribery Obligations
The Sub-Contractor:
· Must not engage in bribery or corruption, directly or indirectly, in connection with this Sub-Contract.
· Shall not offer, give, request, or accept bribes, kickbacks, or facilitation payments to or from any person, company, or public official.
· Must conduct due diligence on its own subcontractors, employees, and agents to prevent bribery risks.
· Shall immediately notify PLT GROUP Limited in writing if:
Any of its employees, subcontractors, or agents are suspected of bribery;
Any of its owners, shareholders, or key personnel become a Government Official;
It is under investigation for bribery or corruption.
Shall cooperate fully with any investigation relating to bribery or corruption.
17.3 Anti-Bribery Policy Requirement
· The Sub-Contractor must implement and maintain an effective Anti-Bribery Policy, including:
· Staff training on bribery laws;
· Internal procedures for reporting suspected corruption;
· A risk assessment framework to prevent bribery.
The Sub-Contractor must provide a written confirmation of compliance with this policy on request.
17.4 Termination & Financial Consequences
Immediate Termination
We may immediately terminate this Sub-Contract if we suspect or determine that the Sub-Contractor has breached this clause.
Financial Liability
If PLT GROUP Limited suffers any fines, penalties, legal costs, or reputational damage due to a bribery-related breach by the Sub-Contractor, the Sub-Contractor shall fully indemnify PLT GROUP Limited for all associated losses.
No Compensation for Termination
If this Sub-Contract is terminated due to a bribery-related breach, the Sub-Contractor shall not be entitled to any compensation or damages, including for lost profits or overheads.
18. Restrictive Covenant
18.1 Non-Solicitation of Clients & Business
The Subcontractor agrees that for a period of 12 months after the completion of any services for PLT GROUP Limited (or its subsidiaries), it shall not:
Approach, solicit, or entice away (or attempt to do so) any Restricted Customer for work that competes with PLT GROUP Limited.
Directly or indirectly provide services to a Restricted Customer that were procured through PLT GROUP Limited.
Definition of “Restricted Customer”
A “Restricted Customer” means any client, contractor, or employer that has engaged with PLT GROUPLimited for work relating to this Sub-Contract within the last 24 months.
19.2 Non-Compete & Project Restrictions
The Subcontractor must not, without the express written consent of PLT GROUP Limited:
· Pursue, undertake, or contract for any Project or Related Project that was introduced to them through PLT GROUP Limited.
· Induce, solicit, or encourage any third party (including a Restricted Customer) to undertake any such project outside of PLT GROUP Limited.
· Respond to or seek approaches from any third party regarding a Project or Related Project introduced through PLT GROUP Limited.
Definition of “Project or Related Project”
· Any project that PLT GROUP Limited tendered for, discussed, or was engaged in within the past 24 months and in which the Subcontractor had direct or indirect involvement.
19.3 Enforcement & Remedies
Breach Consequences
· If the Subcontractor breaches this clause, PLT GROUP Limited shall be entitled to:
· Seek an injunction or restraining order to prevent further breach.
· Claim damages, including lost profits and legal costs.
· Recover all profits obtained by the Subcontractor through the breach.
Personal & Group Liability
· The Subcontractor must ensure that its employees, agents, affiliates, and group companies comply with this clause.
20. Confidentiality
20.1 Definition of Confidential Information
Confidential Information means any and all information disclosed by PLT GROUP Limited (the “Employer”) to the Subcontractor, its employees, agents, sub-subcontractors, or other representatives, whether in writing, orally, electronically, or by any other means, that relates to:
· Technical or commercial know-how, specifications, designs, proposals (including Quotations), inventions, processes, or initiatives of a confidential nature.
· Information concerning the Employer’s business, its products, services, operations, plans, or financial affairs.
· Information relating to the Employer’s specialist contractors and external partners.
The term “Confidential Information” shall exclude information that:
· Is in or enters the public domain without breach of this Sub-Contract.
· Was lawfully received from a third party without any breach of confidentiality.
· Was independently developed by the Subcontractor without reference to the Employer’s Confidential Information.
20.2 Obligation to Maintain Confidentiality
The Subcontractor agrees to:
· Keep all Confidential Information strictly confidential and take all reasonable precautions to prevent unauthorized disclosure.
· Not use any Confidential Information for any purpose other than performing its obligations under this Sub-Contract.
· Ensure that only those of its employees, agents, or sub-subcontractors who need to know such information in order to perform the work under this Sub-Contract have access to the Confidential Information.
No Disclosure to Third Parties:
· The Subcontractor shall not disclose, publish, or distribute any Confidential Information to any third party without prior written consent from PLT GROUP Limited.
· In the event of any disclosure to a third party that is required by law, the Subcontractor shall promptly notify PLT GROUP Limited in writing and take all reasonable steps to limit the scope of such disclosure.
20.3 Duration of Confidentiality Obligations
The Subcontractor’s obligation to maintain confidentiality shall remain in effect:
· For a period of five years after the termination or expiration of this Sub-Contract, or
· Until the Confidential Information enters the public domain through no fault of the Subcontractor, whichever occurs first.
20.4 Return of Confidential Information
Upon termination or completion of the Sub-Contract, the Subcontractor shall promptly return or destroy all Confidential Information in its possession, including copies, in any form (electronic, hard copy, etc.), and certify in writing that it has done so, unless required by law to retain such information.
20.5 Breach of Confidentiality
The Subcontractor acknowledges that any breach of this confidentiality obligation may cause irreparable harm to PLT GROUP Limited and that monetary damages may not be an adequate remedy. As such, PLT GROUP Limited shall be entitled to seek an injunction or other equitable relief in the event of any breach or threatened breach of this clause, in addition to any other remedies available under law.
The Subcontractor agrees to indemnify PLT GROUP Limited against any loss, damages, or costs incurred as a result of any unauthorized disclosure of Confidential Information.
21. Force Majeure
21.1 Definition of Force Majeure Event
Force Majeure Event means an event beyond the reasonable control of the Subcontractor that prevents or delays the performance of the Subcontractor’s obligations under this Sub-Contract. Such events include, but are not limited to:
· Strikes, lock-outs, or other industrial disputes (whether involving the workforce of the Subcontractor or any other party).
· Failure of a utility service or transport network.
· Acts of God, war, riot, civil commotion, or malicious damage.
· Compliance with any law, governmental order, rule, regulation, or direction.
· Accidents, breakdown of plant or machinery, fire, flood, storm, or Act of Terrorism.
· Default or failure of suppliers or subcontractors to meet their obligations.
22.2 Notification of Force Majeure Event
The Subcontractor shall notify the Employer promptly in writing of the occurrence of a Force Majeure Event and provide details of the nature, cause, and expected duration of the event. The Subcontractor shall also notify the Employer of any delay in performance or failure to perform any of its obligations under this Sub-Contract as a result of the Force Majeure Event.
22.3 Suspension of Obligations
Suspension of Performance:
The Subcontractor shall not be liable to the Employer for any delay or failure to perform its obligations under this Sub-Contract due to a Force Majeure Event.
· The Subcontractor’s obligations to perform will be suspended for the duration of the Force Majeure Event.
22.4 Termination Rights
If the Force Majeure Event prevents the Subcontractor from providing any of the Services and/or Goods for more than 30 days, the Subcontractor shall, without limiting its other rights or remedies, have the right to terminate this Sub-Contract immediately by giving written notice to the Employer.
Upon termination under this clause, the Subcontractor shall not be liable for any loss or damage resulting from the termination, and both parties shall be released from further obligations, except for those that accrued prior to the termination.
22.5 Mitigation Efforts
The Subcontractor shall make all reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance of its obligations as soon as possible.
