Limited company contractor agreement template
A limited company contractor agreement is the contract between a recruitment agency and a contractor's own limited company for an individual to provide services to an agency's client. It sets the dates, day rate, how invoices are raised and paid, and whether the engagement falls inside or outside the off-payroll (IR35) rules. It is used for every contractor an agency places through their company.
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What changes each time
26 values. Everything else is your wording, kept exactly.
The parties
- Date of the agreement
- Agency's full legal name
- Agency's company number and registered office
- Contractor company's full legal name
- Contractor company's number and registered office
- Individual's full name
- Client's full legal name
The engagement
- Start date
- End date or project
- Role title
- Description of the services
- Deliverables and dates
- Location, remote or hybrid
Fees
- Day rate
- Hours in a day
- Fixed price for a deliverable
- Invoicing frequency
- Expenses agreed in advance
Off-payroll status
- Date of the status determination statement
- Outside or inside IR35
- Substitute arrangements
- Liability cap
Conduct regulations
- Date of the opt-out notice
- Months of non-solicitation
- Notice to end
Signatures
- Names and job titles
The rules it usually needs
Written in plain English when the template is set up.
- One of several wordings
“The engagement ends on a date, or on completion of a deliverable or project.”
The document carries the wording for whichever applies, and the other wording is left out.
- One of several wordings
“The day rate is paid for each day of a stated number of hours, or pro rata for part days.”
The document carries the wording for whichever applies, and the other wording is left out.
- Only when…
“Include a fixed price for a deliverable only when the engagement includes a fixed price.”
When this applies, a fixed price for a deliverable is included; when it does not, it is left out and the rest of the document is unchanged.
- One of several wordings
“The contractor invoices against timesheets signed by the client, or a record of days approved by the client.”
The document carries the wording for whichever applies, and the other wording is left out.
- Only when…
“Include the self-billing paragraph only when the agency self-bills.”
When this applies, the self-billing paragraph is included; when it does not, it is left out and the rest of the document is unchanged.
- Only when…
“Include expenses only when they are agreed.”
When this applies, expenses is included; when it does not, it is left out and the rest of the document is unchanged.
- One of several wordings
“The client has issued a status determination statement, or is a small company so the off-payroll rules do not apply to it.”
The document carries the wording for whichever applies, and the other wording is left out.
- One of several wordings
“The terms follow the statement: outside the off-payroll rules, or inside them.”
The document carries the wording for whichever applies, and the other wording is left out.
- One of several wordings
“The working arrangements follow the statement: outside or inside.”
The document carries the wording for whichever applies, and the other wording is left out.
- Only when…
“Include a substitute for the individual only when substitution is agreed.”
When this applies, a substitute for the individual is included; when it does not, it is left out and the rest of the document is unchanged.
- One of several wordings
“The liability cap is the contractor's professional indemnity cover, or a stated amount.”
The document carries the wording for whichever applies, and the other wording is left out.
- One of several wordings
“The contractor and the individual have opted out of the Conduct Regulations, or have not.”
The document carries the wording for whichever applies, and the other wording is left out.
- Only when…
“Include the non-solicitation restriction only when the contractor and the individual have opted out of the Conduct Regulations.”
When this applies, the non-solicitation restriction is included; when it does not, it is left out and the rest of the document is unchanged.
- Only when…
“Include the table of deliverables and dates only when there are any.”
When this applies, the table of deliverables and dates is included; when it does not, it is left out and the rest of the document is unchanged.
Questions people ask
What is a limited company contractor agreement?
It is a contract between a recruitment agency and a contractor's own limited company under which the company supplies the individual's services to the agency's client. It is a business-to-business agreement.
What does inside or outside IR35 mean?
The off-payroll working rules treat a worker as an employee for tax purposes if, were they engaged directly, they would be an employee. Inside means the rules apply, so tax and National Insurance are deducted from the fees. Outside means they do not.
Who decides whether the rules apply?
Where the client is a medium or large organisation, the client must decide and give a status determination statement to the contractor and the party it contracts with. Where the client is small, the contractor's company decides.
What is a status determination statement?
It is a statement giving the client's conclusion on whether the engagement is inside or outside the off-payroll rules, and the reasons for it. HMRC sets what it must contain.
Can a contractor use a substitute?
Only if the agreement says so. A genuine right to send a substitute is one factor in deciding whether the engagement is inside or outside the off-payroll rules, so the agreement has an optional clause for it.
Use this template
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