Clerical and Administrative Contractor (Self-Employed) Agreement
This Clerical & Administrative Contractor (Self-Employed) Agreement is
designed to allow businesses to engage individuals to work as clerical or
administrative staff on a self-employed contractor basis as opposed to
employing them. There may often arise situations where it may not be
necessary or appropriate to employ staff on a permanent basis.
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
GDPR & Data Protection
This agreement can be used 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
Other key provisions in this form of agreement cover elements such as fees
and payment, confidentiality and liability.
Under the terms of this template, the individual contractor retains a
degree of independence in decision-making, and his/her status as a sole
trader working as an independent contractor is emphasized. This form of
agreement states that the individual is not employed by your business but
self employed and it provides that your business does not have to pay
taxes, national insurance contributions, pensions, benefits or similar.
Instead, it provides that, your business pays fees to the contractor, and
that it is up to the contractor to pay any sums due in respect of tax,
national insurance etc.
The terms of this template aim to reduce the risk that the individual
contractor might be deemed to be a de-facto employee of your business
rather than (and as intended) a sole trader working on a self-employed
basis as a contractor. However, whether he is treated by HMRC, an
employment tribunal, or any other body, as a self-employed contractor will
depend not just on the content of this contract. It will also depend on all
other circumstances, including the practical implementation of this
contract, and the arrangements between, and conduct of, your business, the
individual contractor, and any person engaged by the contractor to carry
out any of the services for the contractor.
HMRC provides some guidance on its website about self-employment, but its
decisions as to whether someone is self-employed 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
make it possible to predict how this “balancing exercise” would be carried
out or what the position will be in any situation. For that reason we
recommend that you take professional employment law, tax, and NIC advice in
relation to your particular circumstances before deciding to use or adapt
this form of agreement.
Further guidance on tax and employment status of individuals who act as
contractors or sub-contractors can be found in the
relating to Self-employment and IR35, 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
individual-contractor is a key starting point. As a self-employed
contractor rather than as an employee of your business, he is, for example,
free to provide a suitably qualified person in his place rather than carry
out some or all of the services personally, and he is free to determine
when, where and how the services are completed (subject of course to your
There is also a version of this template, the
Clerical & Administrative Contractor (Company) Agreement
, to be used when the contractor entering into the agreement with your
business is a personal service company (or other intermediary company)
rather than the individual who provides the services for your business.
Please see the information page accompanying that version for guidance
about tax, employment status, and IR35, where the contractor engaged is
such an intermediary company, and the services are carried out for the
intermediary by the individual engaged by that company.
Optional phrases and / or paragraphs are enclosed in square brackets.
This document is also available in the
Contracts of Employment
This Clerical & Administrative Contractor (Self-Employed) 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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