Clerical & Administrative Contractor (Service Company) Agreement

Clerical & Administrative Contractor (Service Company) Agreement

EMP.CONT.19B

This Clerical & Administrative Contractor (Service Company) Agreement is designed to allow your business to obtain clerical or administrative staff on a contractor basis as opposed to employing them. There may arise situations where it may not be necessary or appropriate for your business to employ staff on a permanent basis.

This template can be applied in a variety of situations. Your business may be particularly seasonal in nature and higher levels of staff may be required during certain periods; you may wish to take on book-keeping staff for only a few days each week; you 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; your PA may have just begun maternity leave; or perhaps you are looking for the perfect candidate for a position but need anyone sufficiently qualified to fill the position in the meantime.

This document is designed for use by your business where it obtains clerical or administrative services of an individual who is working through a personal service company or other intermediary company. That company, as the “Contractor”, enters into the Agreement with your business rather than your business contracting with, or employing, the individual direct. (You should use the accompanying template, in the IR35 and Self-employed sub-folder, the Self-employed Clerical & Administrative Contractor Agreement instead when the contractor entering into the Agreement with your business is an individual rather than a company.)

This template agreement 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 as opposed to a self-employed contractor.

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 your 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 template, you and the proposed contractor take professional advice in relation to the particular circumstances as to any impact on the company and the individual of employment law, IR35, tax, and NIC rules.

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 your business with any suitably qualified person rather than only the individual having to do the work, it is free to determine when, where and how work is completed (subject of course to your business requirements), and it is free to take on clients in addition to your business.

Optional phrases and / or paragraphs are enclosed in square brackets.

This Clerical and Administrative Contractor Agreement contains the following clauses:

1. Definitions

2. Duration of the Agreement

3. Contractor’s Obligations

4. Fee

5. [Expenses]

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

12. Termination

13. Liability

14. Force Majeure

15. Company Property

16. No Waiver

17. Assignment and Subcontracting

18. Third Party Rights

19. Notice

20. Entire Agreement

21. Law and Jurisdiction

and an optional Schedule of Services.

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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