Subcontractor terms for a cleaning company

A cleaning company wins a contract and delivers it through people it does not employ, on the client's premises, with the client's keys. Subcontractor terms have to flow down the client's standards and site rules, describe an engagement that is self-employed if that is what it is, require vetting and insurance, stop the subcontractor taking the client, and deal with what happens to the people when the contract changes hands. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Commercial cleaning companies and facilities businesses in England and Wales engaging self-employed cleaners and subcontracting cleaning firms to deliver contracts on client sites (offices, schools, retail, healthcare). These are business-to-business terms for the contracting company's side.

What matters in cleaning subcontractor terms

Flowing down the client's requirements

The subcontractor should perform to the specification, frequencies and standards the company has agreed with its client, follow the client's site rules, security and access procedures, use the products and methods the client contract requires, and complete the records the client audits, and the terms should say so and make the subcontractor liable to the company for the company's losses to its client, including service credits and termination, caused by its failure.

Status: self-employed or employed

Whether a cleaner is self-employed turns on the facts rather than the label: control over how and when the work is done, a real right of substitution, provision of their own equipment, and financial risk, with HMRC's Check Employment Status for Tax tool as the reference. The terms should describe an arrangement that reflects the reality: where the company sets rotas and supplies everything, the cleaner is likely a worker or employee and should be engaged as one. For subcontracting firms, the terms should require them to employ and pay their own staff lawfully.

Vetting, insurance and conduct

The terms should require the subcontractor's personnel to be vetted to the level the client site requires, including criminal record checks where the role on a school or healthcare site is regulated activity under the Safeguarding Vulnerable Groups Act 2006, to hold the right to work that section 15 of the Immigration, Asylum and Nationality Act 2006 makes the employer responsible for checking, to be trained in the products and equipment used, and to comply with section 3 of the Health and Safety at Work etc. Act 1974, the Control of Substances Hazardous to Health Regulations 2002 for the products used, and the company's risk assessments and method statements. Public liability insurance at a stated level is a condition of engagement, with the company's insurance not covering the subcontractor.

Keys, confidentiality and no poaching

Keys, codes and access cards are issued and returned under the company's procedures, and the terms should say that the subcontractor is liable for loss. Client premises and what is seen in them are confidential. The subcontractor should not solicit, or accept work directly from, the company's clients on whose sites it has worked for a stated period after the engagement, drafted no wider than needed to protect the client relationship, and should not approach the company's other staff.

Payment, staff transfer and termination

Payment is on the company's stated terms against agreed rates and completed work records, with deductions for work not done to standard, and interest under the Late Payment of Commercial Debts (Interest) Act 1998 applying as the terms provide. Where a client contract ends or changes hands, personnel assigned to it may transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006, and the terms should require the subcontractor to provide employee information and to cooperate, and say who bears the cost. The company should be able to end the engagement on notice and immediately for breach, loss of insurance or a client complaint.

What it costs

Customer or supplier terms and conditions, £995. One set of terms, customer-facing or supplier-facing, drafted for your business. Five working days.

Review of your existing terms, £495. You already have terms and want them checked and brought up to date. Returned marked up with my amendments and an explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the terms and conditions drafting page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A full set of bespoke terms drafted for your business, reflecting the legal requirements that apply to your business and sector
• A note in plain English explaining the terms I have drafted for you
• Liability, payment, termination and IP provisions that protect your position and are drafted to withstand scrutiny from the other side
• Guidance on how to incorporate the terms properly
• Your questions and comments answered by email or phone
• One round of amendments to finalise the terms ready for use

What is not included

• Negotiating your terms with individual customers (I am happy to quote for this as an additional service if required)
• Sector-specific regulatory compliance beyond the contract terms themselves
• Website privacy notice and cookie compliance, which I quote separately
• Terms governed by the law of another country
• Tax advice

Questions I am often asked

A subcontracted cleaner has been offered a direct contract by our client. Can we stop it?

If the terms include a no-dealing restriction for a stated period and no wider than needed, the cleaner is in breach and the company can claim its loss. The client's own contract with the company should also address poaching of staff.

We set the rota and supply the products. Are our self-employed cleaners really self-employed?

Possibly not. Status turns on the facts, and control over rotas and equipment points towards worker or employee status. The terms can describe a self-employed arrangement, but the arrangement has to be run that way, and the HMRC tool is the check.

We lost a client contract and the new contractor wants our subcontractor's staff details. What applies?

Where the transfer of undertakings rules apply, information about staff assigned to the contract has to be provided, and the terms should require the subcontractor to cooperate and say who bears the cost. Take advice on the transfer; the terms allocate the practicalities.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for a commercial cleaning contractor
• Subcontractor terms for an IT services company

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.