Clerical and Administrative Contractor (Company) Agreement
Situations may often arise where it may not be necessary or appropriate for
a business to employ staff on a permanent basis. This Clerical &
Administrative Contractor (Company) Agreement can be used in a variety of
If you wish to use this document in a scenario that involves personal data,
standard clauses for data protection and data processing
are available in our
GDPR & Data Protection Group.
A business may be particularly seasonal in nature and higher levels of
staff may be required during certain periods; it may wish to take on
book-keeping staff for only a few days each week; it may be starting a new
department and may require an expert in a particular administrative field
to train a permanent staff member in the running of that department; a PA
may have just begun maternity leave; or perhaps the business is looking for
the perfect candidate for a position but needs anyone sufficiently
qualified to fill the position in the mean time.
This agreement is designed to allow an individual to provide their clerical
or administrative services to businesses through a personal service company
(or other intermediary company) used by the individual as opposed to the
business employing or contracting with them direct. Under this document the
personal service company or other intermediary company enters into the
agreement as the contractor.
The accompanying template, the Clerical & Administrative Contractor
Agreement, is to be used instead when the contractor entering into the
Agreement with the business is an individual sole trader (working as a
self-employed individual) rather than an intermediary company.
This agreement emphasises the independent status of the intermediary
company contractor. Subject to the requirements dictated by the nature of
the services, the contractor company retains a degree of independence in
decision-making, and it may at any time engage a substitute for the person
named in the contract as the individual who provides the services on behalf
of the contractor.
This template provides that the business does not have to pay taxes,
national insurance contributions, pensions, benefits or similar, and that,
instead, the business pays fees to the contractor who then pays any sums
due in respect of tax, national insurance etc.
This document aims to reduce the risk (both to the individual and the
personal service or other intermediary company) that, under employment law
and any other applicable law, the individual is regarded as an employee.
Nevertheless, he might still be treated by HMRC, an employment tribunal, or
any other body, as an employee, and legislation (such as IR35 or other
rules) might still apply in a way which impacts the individual’s or his
personal service company’s legal, tax or NIC position. Whether that is so
will depend not just on what is contained in the contract but also on all
other circumstances. Those circumstances may include the way in which the
contract is implemented, and all arrangements between the business, the
personal service or other intermediary company, and the individual.
HMRC provides some guidance on its website about employment,
self-employment, and IR35. Its decisions on these points are often based on
a “balancing exercise” in which it gives weightings to various factors.
However, neither the HMRC guidance nor case law are sufficiently precise to
enable anyone to predict how in any particular case the “balancing
exercise” would be carried out or what HMRC’s conclusion would be about
that particular case. For that reason we recommend that before you decide
to use or adapt this form of agreement, you take professional advice in
relation to your particular circumstances as to any impact on the company
and the individual of employment law, IR35, tax, and NIC rules.
Further guidance on tax and employment status of an individual who works as
a contractor through an intermediary company can be found in the Guidance
Note relating to Self-employment and IR35 in this Group but we still
recommend that you take professional legal and tax advice before using this
form of document.
Nevertheless, a carefully worded contract ensuring the independence of the
personal service company contractor is still a key starting point. Unlike
an employee, the company is an independent contractor which is free to
provide any suitably qualified person rather than only the original
individual named in the contract having to do some or all of the work, it
is free to determine when, where and how work is completed (subject of
course to the business’ requirements), and it is free to work for other
Key provisions in this form of agreement cover elements such as fees and
payment, confidentiality and liability.
Optional phrases and / or paragraphs are enclosed in square brackets.
This document is also available in the Contracts of Employment group of the
Employment document folder.
This Clerical & Administrative Contractor (Company) Agreement contains
the following clauses:
2. Duration of the Agreement
3. Contractor’s Obligations
6. Late Payment
7. Status of Contractor and Tax Liability
8. No Employment
9. Exclusivity of Service and Competition
10. Confidential Information
11. Intellectual Property
14. Force Majeure
15. Company Property
16. No Waiver
17. Assignment and Subcontracting
18. Third Party Rights
20. Entire Agreement
21. Law and Jurisdiction
and an optional Schedule of Services.
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