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 our
GDPR & Data Protection Group.
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 mean time.
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 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 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 business’ requirements).
We have also provided 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 group of the Employment document folder.
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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