MIS-CON-007 | Issue 2 – August 2026 | TERMS OF SUB-CONTRACT 2026

TERMS OF SUB-CONTRACT 2026
Manor Interior Solutions Ltd – Payment Routes B and C
These Terms, together with the Purchase Order and the documents it incorporates, govern engagements under Payment Routes B and C. Engagements under Payment Route A are governed by the signed MIS Sub-Contract Agreement, and these Terms do not apply to them. Business to business only.

1. DEFINITIONS
“Manor” means Manor Interior Solutions Limited. “Sub-Contractor” means the party to whom the Purchase Order is issued. “PO” means Manor’s Purchase Order, including its stated Payment Route, retention, discount and particulars. “Sub-Contract Documents” means the documents listed in clause 2. “Sub-Contract Sum” means the PO value as adjusted under these Terms. “Sub-Contract Works” means the works described in the PO and priced schedule. “Business day” means a day other than a weekend or bank holiday in England.

2. SUB-CONTRACT DOCUMENTS AND PRECEDENCE
The Sub-Contract Documents comprise, in the following order of precedence in the event of inconsistency: (1) written amendments signed by both parties; (2) the PO and its particulars; (3) these Terms; (4) the scope of works and priced schedule; (5) drawings and specifications at the revisions stated on the PO; (6) the programme; (7) the Site Requirements (MIS-CON-009), the Daywork Protocol (MIS-CON-010) and the other schedules incorporated by the PO; (8) the Sub-Contractor’s quotation, only to the extent expressly accepted in writing. Where a genuine discrepancy between documents changes the work to be carried out, the change is valued fairly as a variation, and any time impact is assessed under clause 7.

3. FORMATION
A binding sub-contract forms on the earlier of the Sub-Contractor’s written or electronic acceptance of the PO, or commencement of the Sub-Contract Works after receipt of the PO. Manor’s preference and standard process is active electronic acceptance before commencement; commencement is a fallback. These Terms apply to the exclusion of any terms the Sub-Contractor seeks to impose, which are rejected, unless expressly accepted in writing by a Director of Manor.

4. THE WORKS, STANDARD AND SUPERVISION
The Sub-Contractor shall carry out and complete the Sub-Contract Works with good industry skill and care, using suitable materials, in accordance with the Sub-Contract Documents, statutory requirements and the Construction Phase Plan. The Sub-Contract Sum is deemed to include all work reasonably inferable from the Sub-Contract Documents and the information available to the Sub-Contractor at the date of the PO, whether or not expressly stated; it does not include work arising from concealed conditions, inaccurate information provided by Manor, or matters not reasonably identifiable at that date, which are valued as variations. The Sub-Contractor remains responsible for supervising its workforce and shall provide competent supervision proportionate to the size and risk of its works, in accordance with the Site Requirements (MIS-CON-009); Manor coordinates and monitors the site and may intervene in unsafe work, but such monitoring does not transfer the Sub-Contractor’s duties to Manor.

5. SITE, COMPLIANCE AND MANAGEMENT SYSTEM
The Sub-Contractor shall comply with the Site Requirements (MIS-CON-009) as applicable to its trade, package and the risk of its works, and with all project-specific quality, environmental and health and safety procedures issued by Manor, and shall provide the inspection, testing, competence, environmental and compliance records reasonably required for project, client, statutory and certification audit purposes. Manor operates an Integrated Management System certified to ISO 9001 (quality), ISO 14001 (environmental) and ISO 45001 (health and safety). Manor’s review or acceptance of the Sub-Contractor’s risk assessments and method statements is acceptance for coordination purposes only and does not transfer responsibility for the Sub-Contractor’s methods to Manor.

6. INSTRUCTIONS, VARIATIONS AND DAYWORK
Variations and daywork require written instruction from Manor’s Contracts Manager or Quantity Surveyor before the work is carried out, except emergency work immediately necessary to prevent injury, damage to property, fire or water damage, or statutory non-compliance, which must be reported to Manor immediately and confirmed in writing as soon as practicable. General site directions and safety instructions may be given orally. Variations are valued at the rates in the priced schedule where applicable, otherwise at fair and reasonable rates. Daywork is instructed, evidenced and paid in accordance with the Daywork Protocol (MIS-CON-010); compliance with it is required for assessment of a daywork claim, and any reduction Manor makes on assessment shall be stated in the applicable Payment Notice or Pay Less Notice.

7. PROGRAMME, EXTENSION OF TIME AND LOSS AND EXPENSE
The Sub-Contractor shall proceed regularly and diligently in accordance with the programme. Where progress is delayed by a cause beyond the Sub-Contractor’s reasonable control (including Manor delay, variations, or matters for which the client is responsible), the Sub-Contractor shall notify Manor in writing as soon as practicable and in any event within 14 days of the delay first becoming apparent, with particulars of cause and expected effect, and shall take reasonable steps to mitigate. A fair and reasonable extension of time shall be granted; Manor shall respond within 14 days of receiving sufficient particulars. Where notice is late, Manor may assess the delay on the information available to it. Where regular progress is materially affected by an act or default of Manor, the Sub-Contractor is entitled to direct loss and expense reasonably incurred, notified and substantiated in the same manner; neither party is liable to the other for loss of profit on work omitted, or for indirect or consequential loss.

8. PAYMENT – ROUTE B (FORTNIGHTLY)
Where the PO states Route B: the Sub-Contractor may apply for payment by valuation dated the 7th and 21st of each month (or the next business day), in the format Manor requires, showing the labour and materials split. The due date for each payment is 7 days after the relevant valuation date. Manor shall give a Payment Notice not later than 5 days after the due date, stating the sum considered due and the basis of calculation. The final date for payment is 7 days after the due date, or where that is not a business day, the next business day. Any Pay Less Notice shall be given not later than 2 days before the final date for payment. A schedule of the resulting dates is issued with each Route B PO.

9. PAYMENT – ROUTE C (COMPLETION INVOICE)
Where the PO states Route C, or where no route is stated: Route C applies to packages below £15,000 in value. The Sub-Contractor invoices once on completion of the Sub-Contract Works. The due date is the Sunday ending the week (Monday to Sunday) in which a compliant invoice is received. Manor shall give a Payment Notice not later than 5 days after the due date. The final date for payment is 12 days after the due date. Any Pay Less Notice shall be given not later than 2 days before the final date for payment.
Where the Sub-Contract Works are expected to last 45 days or more, the Sub-Contractor is entitled, at its option, to apply for payment monthly instead; each such application has a due date 7 days after its receipt, a Payment Notice not later than 5 days after the due date, a final date for payment 14 days after the due date, and a Pay Less Notice deadline 2 days before the final date for payment.

10. PAYMENT – GENERAL
Applications and invoices must show the PO number, project number, the labour and materials split, and supporting substantiation. CIS deductions are made at the Sub-Contractor’s verified rate on the labour element. Where the VAT domestic reverse charge applies to the supply, based on the verified VAT and CIS status of the Sub-Contractor and the nature of the supply, invoices must carry no VAT and state “Reverse charge: customer to account for VAT to HMRC”; otherwise VAT is charged as normal.
Where a required document (including insurance evidence, warranties or compliance records stated in the PO) is outstanding, Manor may require it, may withhold a reasonable sum attributable to the non-compliance stated in a Payment Notice or Pay Less Notice, and may recover any actual loss caused; a compliant VAT invoice and verified CIS details are however required before any payment can be processed. Manor may set off sums due from the Sub-Contractor by stating them in a Payment Notice or Pay Less Notice. Retention and discount apply only as stated on the PO. Where retention is stated, 50% is released at substantial completion of the Sub-Contract Works and 50% at the end of the defects period, unless the PO states otherwise.
If a sum notified as due is not paid in full by the final date for payment and no valid Pay Less Notice has been given, the Sub-Contractor may suspend performance of any or all of its obligations on not less than 7 days’ written notice stating the ground, in accordance with the Housing Grants, Construction and Regeneration Act 1996, and is entitled to a reasonable amount for costs and expenses reasonably incurred as a result, and to an extension of time for the suspension period. Nothing in these Terms excludes or restricts any right under that Act or the Scheme for Construction Contracts.

11. SITE CONDITIONS
The Sub-Contractor is deemed to have inspected the site (or to have had the opportunity to do so) and to have satisfied itself as to conditions reasonably discoverable from that inspection and the tender information provided. The Sub-Contractor bears no risk for concealed services, asbestos, contamination, unforeseen structural conditions, or access restrictions not disclosed and not reasonably discoverable, which, where they change the work, are valued as variations.

12. DEFECTS
The Sub-Contractor shall make good defects in its workmanship, materials or design notified up to 366 days after substantial completion of the Sub-Contract Works, at its own cost and within the period stated in Manor’s notice. Defects are managed through the Defective Works Notice, Contra-Charge Notice and Termination Notice procedure; where the Sub-Contractor fails to rectify within the notified period, Manor may employ others and recover the reasonable cost, stated in a Payment Notice or Pay Less Notice.

13. COMPLETION DOCUMENTATION
On or before substantial completion the Sub-Contractor shall provide the handover documents applicable to its package as stated in the PO (which may include as-built drawings, test certificates, product data, O&M information and compliance records). These form part of the project compliance record retained by Manor and the client.

14. DESIGN (WHERE STATED ON THE PO)
Where the PO states that the Sub-Contractor has design responsibility: the Sub-Contractor shall carry out that design with the reasonable skill and care of a competent designer experienced in similar works; no fitness for purpose obligation applies unless expressly stated on the PO; the Sub-Contractor shall hold professional indemnity insurance at the level stated on the PO and maintain it for 6 years after completion; design submissions shall be made for Manor’s review in reasonable time, and Manor’s review does not relieve the Sub-Contractor of design responsibility; the Sub-Contractor grants Manor and the client an irrevocable royalty-free licence to use its design documents for the project.

15. INSURANCE
The Sub-Contractor shall maintain employers’ liability insurance as required by law, public and products liability insurance of not less than £5,000,000 per occurrence (or the higher amount stated on the PO), and, where design responsibility is stated, professional indemnity insurance at the stated level, and shall provide evidence on request and on renewal.

16. LIABILITY
Subject to the exceptions below, the Sub-Contractor’s total liability arising out of or in connection with the Sub-Contract shall not exceed the limits of the insurances required to be held under clause 15 and the PO. This cap does not apply to: liability for death or personal injury caused by negligence; fraud; or the cost of rectifying, completing or re-performing defective or non-conforming Sub-Contract Works. Manor’s total liability to the Sub-Contractor shall not exceed the Sub-Contract Sum, save for sums properly due for work carried out and liabilities that cannot lawfully be limited. Neither party is liable to the other for loss of profit (other than profit included in the valuation of work properly carried out), loss of business, or indirect or consequential loss.

17. MAIN CONTRACT OBLIGATIONS
Where obligations of the main contract are intended to apply to the Sub-Contract Works, Manor shall identify them in or with the PO (by schedule or extract). The Sub-Contractor shall perform its works so as not to put Manor in breach of the obligations so identified, and shall indemnify Manor against loss caused by the Sub-Contractor’s breach of the Sub-Contract, subject to the liability provisions of clause 16.

18. TERMINATION AND OMISSION
Manor may terminate the Sub-Contract for insolvency, abandonment, or material or persistent breach following written notice giving 7 days to remedy (where capable of remedy). Manor may also terminate for convenience, or omit part of the Sub-Contract Works, on written notice; in that case the Sub-Contractor is entitled to the value of work properly carried out, materials properly ordered and delivered or reasonably non-returnable, reasonable demobilisation costs and unavoidable committed costs, less previous payments and valid deductions, but not loss of profit on work not carried out. Omitted work may be carried out by others. The Sub-Contractor may terminate for Manor’s insolvency or persistent non-payment of sums properly notified and due, following written notice giving 7 days to remedy.

19. CONFIDENTIALITY, NON-SOLICITATION AND INTELLECTUAL PROPERTY
Each party shall keep the other’s confidential information confidential and use it only for the project. For the duration of the Sub-Contract Works and 12 months after, the Sub-Contractor shall not solicit work directly from Manor’s client for the project site otherwise than through Manor. Intellectual property in documents prepared by a party remains that party’s property; each party grants the other a licence to use documents provided for the purposes of the project.

20. MODERN SLAVERY, RIGHT TO WORK AND DATA PROTECTION
The Sub-Contractor shall comply with the Modern Slavery Act 2015, shall not use forced, trafficked or child labour, shall carry out right to work checks on all operatives (and require the same of any labour provider or lower-tier subcontractor), shall cooperate with Manor’s audits, and shall report any concern immediately. Each party shall comply with UK GDPR in respect of personal data shared for the project, keep it secure, notify the other without undue delay of any relevant personal data breach, and not share it beyond what the project requires.

21. DISPUTES
Either party may refer any dispute to adjudication at any time in accordance with the Scheme for Construction Contracts. Disputes not resolved by adjudication shall be referred to arbitration before a single arbitrator, seated in England and Wales, appointed by agreement or, failing agreement within 14 days of a request, on the application of either party by the President of the Chartered Institute of Arbitrators. Nothing prevents either party applying to the courts to enforce an adjudicator’s decision or arbitral award.

22. NOTICES
Notices, applications, Payment Notices and Pay Less Notices shall be served by email to the contractual notice email address for the receiving party stated on the PO (with any copy addresses optional, not conditions of valid service), or, where none is stated, to the email address most recently used by that party for the project, or by post to the registered office. A notice served by email before 4.00pm on a business day is deemed received that day, otherwise the next business day.

23. GENERAL
These Terms and the Sub-Contract Documents contain the entire agreement for the Sub-Contract Works. No failure or delay in exercising a right is a waiver of it. If a provision is found invalid, the remainder continues. No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999. The Sub-Contractor may not assign or subcontract the Sub-Contract Works without Manor’s written consent. These Terms are governed by the law of England and Wales.

Terms of Sub-Contract 2026 – Issue 2 – August 2026 | Supersedes Issue 1 | Manor Interior Solutions Ltd