Source: https://www.quantsurv.com/library/learn-subcontracts Content format: Markdown version of the public page. Content reviewed: 2026-10-15 Interactive forms, calculators and booking actions require the linked web page. Any displayed calculation is the page's initial example, not a calculation for your circumstances. # Learn about subcontracts Read a subcontract through a reviewer's eyes. Explore a deliberately unfavourable example and learn what to question before you agree to it. by [Jack Butler-Kettle]() · 60–90 min course · About 65 min readShare ## Your course at a glance **Start here:** People seeing a construction subcontract for the first time, especially subcontractors reviewing a proposed appointment. No legal knowledge is assumed. The example assumes work covered by construction payment legislation in England and Wales. **Your finished output:** Produce an initial contract-review and negotiation record that identifies conflicting terms, explains their practical effects and tracks proposed changes into the final pack. **Plan for 60–90 minutes.** The suggested activities total about 81 minutes: 5 to prepare, 48 for lessons and practice, 8 for the knowledge check and 20 for the final task. This is a planning estimate, not a timed or accredited course. Pause or repeat any stage. You need a calculator and somewhere to write. All project facts and figures are fictional learning examples. Use them for the exercises; keep confidential project information out of these practice fields. - Identify the parties, price and documents forming the proposed deal. - Explain scope, design, time, payment and liability questions in plain language. - Use exact clause references and connected schedules to support a concern. - Write a clear amendment request and verify the final agreed documents. ### Before you begin · 5 minutes Your quotation excludes design, but the subcontract includes design and says tender qualifications are excluded. Is keeping your quotation in a folder enough to protect the intended scope? Explain your initial view. An uncertain answer is a useful starting point. Keep it and compare your reasoning after the course. Your starting response 0 of 6 lessons reviewed · 0 of 5 final checks ticked Review ticks record your own progress. Written work is self-assessed against the model and criteria; it is not automatically marked. Use Save progress to keep your writing and review ticks on this device. Saved work stays in this browser’s storage; it does not sync between devices. Quiz selections are not saved. On a shared device, download your work and clear it here. ## 1\. Learn and practise Work through the lessons in order. Read the explanation, attempt the task without the model, then compare your reasoning. Correct your work before ticking the lesson. Expand one lesson at a time or keep several open. 1. ### 1. Start here: what a subcontract commits you to About 8 minutes A subcontract is an agreement between parties for part of the work or services. The main contractor may have a separate contract with its client; that upstream agreement is not automatically identical to the subcontract. Identify who owes which obligation to whom before reading individual clauses. The proposed deal usually consists of several connected documents: an agreement, particulars, conditions, schedules, drawings, specifications and incorporated terms. “Incorporated” means brought into the agreement by reference. A quotation you sent earlier may not form part of the final deal, especially where the proposed wording excludes its qualifications. Your first review is a structured enquiry, not a search for a universally safe form. Ask: what work must we do, what will we be paid, when must we act, what risk do we accept, and what happens if things go wrong? Some provisions are commercial choices; others may need specialist interpretation or involve statutory rights. A concern should identify the actual wording and its effect. The annotated document below contains deliberately unfavourable fictional terms and 54 review notes. During the core course, use the pages named in each task; the remaining notes support deeper review afterwards. Do not use the specimen as a contract template. #### Your turn Write the five review questions in your own words. Then list the documents you would request before reviewing a real subcontract. Open the annotated document below and identify the contents and particulars before reading the detailed risk notes. Your response to lesson 1Compare your reasoning Your questions should cover scope, money, timing/procedure, exposure and remedies/exit. Request the complete proposed agreement, conditions, amendments, schedules, drawings/specification, pricing documents and every incorporated document. Record versions and missing items. Reading only a cover page or standard form cannot establish how the complete proposed deal works. If your answer differs, identify why, revisit the relevant explanation and correct your response. Equivalent wording is fine when the reasoning and checks are sound. I attempted the task, checked the reasoning and corrected any gaps. 2. ### 2. Check the parties, price and document hierarchy About 8 minutes Read pages 3–5 and schedules 1–2 on pages 15–16 of the specimen. The particulars say £185,000 while the pricing schedule says £168,500. A verbal explanation that the higher figure was intended does not correct the written inconsistency. Identify every affected document and obtain a common revised version. An order-of-precedence provision describes how conflicts between documents are treated. It can change the effect of a contradiction, so read it with the price and scope documents. Do not assume the front page always wins. The best review resolves avoidable contradictions before agreement rather than relying on a later argument about priority. Check the exact legal parties, addresses and signing capacity. A trading name may differ from the company entering the contract. Check dates, commencement conditions and the pricing basis: a stated sum may still be subject to measurement, adjustment or qualifications. Create a negotiation register with clause/document reference, current wording, practical concern, proposed change, owner, response and status. Preserve each round. “Discussed” is not the same as agreed, and an agreed change is not complete until it appears in the final pack. Worked fictional example Turn a concern into a controlled negotiation entry | Record | Example entry | Closure check | | --- | --- | --- | | Reference | Particulars and pricing schedule | Both revisions identified | | Concern | £185,000 versus £168,500 | One intended sum established | | Request | Align all relevant price documents | Authorised agreement recorded | | Final verification | Check the common final pack | Agreed correction incorporated | #### Your turn Find the two prices in the reader. Draft one negotiation entry identifying the conflict, its practical consequence and the correction requested. State what evidence would allow you to close the entry before signing. Your response to lesson 2Compare your reasoning Identify the particulars and pricing schedule with their revisions and the £16,500 difference. Explain that inconsistent sums create uncertainty about the agreed price. Request one expressly agreed sum and aligned pricing documents, checked with the precedence clause and pricing basis. Close only after authorised agreement and verification of the common final pack, not after an informal assurance or a change to your own copy alone. If your answer differs, identify why, revisit the relevant explanation and correct your response. Equivalent wording is fine when the reasoning and checks are sound. I attempted the task, checked the reasoning and corrected any gaps. 3. ### 3. Separate priced work from additional design and scope duties About 8 minutes Read scope/design on page 6 and technical requirements on page 17, with the qualifications wording on page 5. Scope defines what you must deliver; design responsibility concerns who must develop or take responsibility for the technical solution. Supply, installation, coordination and design are related but not interchangeable obligations. Compare your priced offer against the proposed subcontract line by line. Identify exclusions, interfaces, testing, approvals, temporary works, attendance and information others must provide. A broad “complete everything necessary” phrase may create responsibilities beyond the item list. Ask what that means for the actual package rather than assuming it is harmless boilerplate. In the specimen exercise, the tender excluded design but the proposed subcontract includes design and excludes tender qualifications. Keeping the tender on file does not align the proposed agreement. Put the intended design boundary into the subcontract and connect it to the specification, price, programme and relevant insurance review. An amendment should be specific enough to operate with the rest of the document. “No design” may be insufficient if coordination or delegated design duties remain elsewhere. Identify the exact accepted responsibilities and obtain suitable technical/legal advice where the obligation or standard is uncertain. #### Your turn Write a scope-review entry for the excluded design qualification. Include the documents to align, a practical consequence for price or delivery and a question for the relevant insurance or technical reviewer. Compare it with the reader’s scope note. Your response to lesson 3Compare your reasoning The entry should reference the qualification exclusion, design clause and technical schedule. Explain the mismatch between the priced installation scope and proposed design duties. Request an agreed written boundary and aligned incorporated documents, with price/programme consequences reviewed. Ask whether the accepted duties and standard match competence and available insurance; do not assume an old quotation or site conversation overrides the proposed contract. If your answer differs, identify why, revisit the relevant explanation and correct your response. Equivalent wording is fine when the reasoning and checks are sound. I attempted the task, checked the reasoning and corrected any gaps. 4. ### 4. Trace instructions, notices and time effects About 8 minutes Read pages 7–8 and the programme on page 18. An instruction asks for an action or change under the contract. A notice communicates information in a prescribed way, often linked to a trigger or deadline. A programme shows planned timing and sequence. These records serve different purposes, and one does not automatically replace the others. For a proposed change, trace who can instruct, what notice is required, how price is assessed and how time effects are dealt with. Record the actual clause, trigger, recipient, delivery method and deadline. Do not copy a period from another form or assume a friendly discussion suspends the procedure. An extension of time concerns the contractual completion date. Additional payment concerns a financial adjustment. The same event may raise both questions, but success on one does not automatically establish the other. Evidence of delay, disruption and cost may require different records and expertise. Check whether the programme and contract dates agree and what happens when information or access is late. A review should identify obligations you can realistically administer and questions needing amendment or clarification. It should not promise that every deadline is enforceable or every notice failure defeats a claim without examining the actual law and terms. #### Your turn Using the reader, make a four-row route for a change: instruction authority, required communication, price assessment and time review. Record the clause/page for each and one question you would clarify. Explain why signing a daywork sheet may not resolve all four rows. Your response to lesson 4Compare your reasoning Your route should reference the actual specimen wording and distinguish the authorised instruction from procedural communications, valuation and programme consequences. A signed resource record can support hours or materials without agreeing entitlement, price or an extension of time. Check the reader’s notes against the complete connected clauses. Where a rule remains unclear, record the question and reviewer rather than inventing a deadline. If your answer differs, identify why, revisit the relevant explanation and correct your response. Equivalent wording is fine when the reasoning and checks are sound. I attempted the task, checked the reasoning and corrected any gaps. 5. ### 5. Follow an application through to payment and release About 8 minutes Read payment and deductions on pages 9–10 and the calendar on page 18. Identify the application or valuation process, due date, notices and final date for payment. These are distinct events. Check retention, deductions, set-off and final-account requirements alongside the timetable, including amendments and the applicable statutory framework. The specimen calendar ends in December, and clause 5.6 says no further interim valuations take place after 31 December. If the job continues, assuming monthly dates carry on does not resolve the wording. A useful amendment addresses how the full cycle continues, including related notices and final payment dates, and aligns the calendar and connected provisions. Adding January alone may leave the same problem in February. Review the mechanism, not just one blank date. Any proposed solution must work with the actual agreement and legal requirements. The [payment and notices guide]() explains the wider process. Check retention release separately. Record the trigger, evidence and process, rather than equating completion with immediate release of every held amount. A contract review should produce a timetable the project team can actually administer, with unresolved interpretations referred for appropriate advice. #### Your turn Draft a negotiation entry for the December cut-off. Explain the cash-flow consequence, identify the linked documents and state the outcome your amendment must achieve. Avoid merely adding one extra date. Your response to lesson 5Compare your reasoning Reference clause 5.6 and schedule 4, explain the gap if work continues after December and request a continuing mechanism covering valuation, notices and payment through the relevant period. Align the calendar and final-account provisions and have the wording checked for the actual legal/contractual framework. Keep the entry open until the agreed mechanism is present consistently in the final pack. If your answer differs, identify why, revisit the relevant explanation and correct your response. Equivalent wording is fine when the reasoning and checks are sound. I attempted the task, checked the reasoning and corrected any gaps. 6. ### 6. Review exposure and turn findings into a final decision About 8 minutes Read pages 11–14 and the signatures on page 19. Liability provisions describe responsibility for losses and claims; indemnities can allocate particular exposures; insurance covers only what the policy actually provides. Termination provisions govern ending the contract and its consequences. Do not assume the presence of insurance means every contractual promise is covered. The specimen also includes a separate director’s guarantee. Signing for a company and personally guaranteeing its obligations are different commitments. A job title beside a signature does not reliably neutralise an express personal undertaking. Treat the proposed guarantee as a separate decision and obtain advice if considering personal exposure. Prioritise findings by consequence and action: contradictions to correct, commercial choices to negotiate, procedural obligations to administer, and specialist questions requiring review. For each amendment, check connected clauses and schedules so one change does not leave a conflict elsewhere. Before commitment, verify authorised agreement, the complete revised pack and signing capacity. Starting work can create obligations even without a signature, so an unsigned document is not a safe substitute for resolving terms. Your output is a reasoned initial review and negotiation record; it does not replace specialist advice on unfamiliar or high-consequence provisions. #### Your turn Make a final-review checklist of six items and write a separate action for the proposed personal guarantee. Return to your starting answer about the design exclusion and explain what you would now do differently. Your response to lesson 6Compare your reasoning Check parties/capacity, consistent price, agreed scope/design, workable time/payment procedures, exposure/insurance/guarantee decisions and incorporation of every agreed amendment. The guarantee needs an explicit decision on removal or a clearly understood negotiated obligation, supported by appropriate advice. For design, align the actual contract pack rather than relying on a retained quotation. Close negotiation entries only when the common final version reflects the agreement. If your answer differs, identify why, revisit the relevant explanation and correct your response. Equivalent wording is fine when the reasoning and checks are sound. I attempted the task, checked the reasoning and corrected any gaps. ### Annotated practice document Use the reader for the page-specific tasks in the lessons. Yellow highlights connect the wording to a review note. The plain-text review remains available below. Exploring all 54 notes is optional further study beyond the core course. **Example subcontract** 54 review notes · 19 A4 pages Select subcontract page Read the scanned pages. Choose a review note in the right-hand column. Swipe sideways between the scanned page and its review notes. ![Scanned subcontract page 1 of 19: Title page.]() Quantsurv · Review notes No review notes on this page. Use the page controls to continue through the subcontract. Page 1 of 19 · Title page Use the independent task below to build your negotiation record. The specimen parties, project and signatures are invented. It is a teaching example, not a contract to use or an exhaustive checklist. ## 2\. Check your understanding ### Check your understanding Allow 8 minutes. Close the lesson notes, answer each question and explain your choice to yourself. Read the feedback, revisit any weak point and try again. These checks support learning; they do not certify professional competence. 1. The particulars say £185,000. The pricing schedule says £168,500. The contractor says the higher figure is what everyone intended. What is your best next step? Accept the explanation and sign the pack as it stands.Ask for one agreed sum in every relevant document before signing.Cross out the lower figure on your own copy only. 2. The calendar lists valuation dates only to December. Work may continue in January. Clause 5.6 says no further interim valuations will take place after 31 December. What would you raise? Add January and leave the rest unchanged.Assume monthly dates carry on because that would be fair.Agree a continuing monthly cycle and align the calendar and payment clauses. 3. Your quotation excluded design. The subcontract requires design work and says your tender qualifications do not form part of the agreement. What is the strongest response? Put the agreed design boundary into the subcontract and align the scope documents.Keep the quotation in your files and rely on it later.Sign now and tell the site team design is excluded. 4. You agree to sign for your company. Another line asks you to sign a director's guarantee. The contractor calls it routine paperwork. What should you do? Sign both because the company name is on the cover.Treat the personal guarantee as a separate decision and resolve it before signing.Sign both but write your job title beside your name. Choose an answer for every question to check your work. Answer notes 1. **Ask for one agreed sum in every relevant document before signing..** Yes. Record the agreed sum, identify each document to correct and check the revised pack. Read the pricing basis and order of precedence together, rather than assuming the figure on the front wins. 2. **Agree a continuing monthly cycle and align the calendar and payment clauses..** Yes. Specify how dates continue if the work overruns, including the related notices and final dates for payment. Check clause 5.6, the payment schedule and the final-account provisions together. 3. **Put the agreed design boundary into the subcontract and align the scope documents..** Yes. Identify the exact design duties you accept, any exclusions and the related price and insurance position. Ensure the signed documents reflect that agreement. An old quotation is not enough if the subcontract excludes it. 4. **Treat the personal guarantee as a separate decision and resolve it before signing..** Yes. Check clauses 10.5 and 6.6 with the execution wording. Negotiate removal or a clearly understood limit, and take advice if you are considering personal exposure. Signing for the company and guaranteeing its obligations are different commitments. ## 3\. Complete the independent task Allow 20 minutes. Use the new facts below to produce the finished output. Try it before opening the model response, then revise your work against every checking criterion. ### Your project brief Produce an initial negotiation record for a new fictional subcontract summary. You are not asked to draft a complete legal contract. Identify the exact problem, practical effect, requested outcome, connected checks and closure evidence. Price documents Particulars £96,000; pricing schedule £92,000. Scope Your offer excludes design; proposed clause D3 includes design and clause Q1 excludes tender qualifications. Payment Work may run to March; schedule P4 ends in January and clause P2 says interim valuations stop then. Execution One signature is for the company; a separate line refers to a director’s guarantee in G1. Current status No amendments have been agreed; the contractor asks you to start next week. 1\. Create the price-conflict entry with documents to correct. 2\. Create the design-scope entry with connected commercial and insurance checks. 3\. Create the payment-calendar entry with a continuing-mechanism outcome. 4\. Create a separate guarantee/capacity entry and identify the advice needed. 5\. Prioritise the issues and set owners and next actions before commitment. 6\. Define the evidence needed to close every entry and hand over the agreed obligations. Compare with the model response The price entry identifies a £4,000 conflict and seeks one agreed sum across the particulars and pricing schedule, checked with the document hierarchy. The design entry connects D3 and Q1 to the offer, specification, price, programme and insurance review; retaining the excluded offer is insufficient. The payment entry connects P2 and P4 and requests a complete continuing cycle, including related notices and payment dates, through the required period. Adding February alone may leave the March problem unresolved. The guarantee entry treats G1 and the separate signature as a distinct personal-exposure decision requiring appropriate advice, not routine company execution. Assign authorised commercial/technical/legal reviewers as appropriate, preserve each response and avoid assuming that starting without signature avoids obligations. Close entries only after authorised agreement and verification of the complete common final pack. Hand over the accepted scope, price, programme, payment diary, procedures and unresolved actions. ### Check your finished work Tick a criterion only when your work demonstrates it. If a calculation, source or required check is missing, revisit the relevant lesson and revise the output before using the method on a project. All four issues have exact references and practical consequences.Requested outcomes address connected documents rather than isolated words.Design and guarantee questions are assigned appropriate review.The continuing payment mechanism addresses the whole remaining period.The record distinguishes proposed, agreed and incorporated changes before closure. ## 4\. Review and use what you learned Return to your starting response. Explain what you would now do differently and why. The aim is a reliable method you can repeat, including knowing when information or specialist review is needed. - Tomorrow, recall the five review questions before reopening the notes. - In a week, return to the annotated document and explain three risks without reading the commentary first. - On your next proposed appointment, obtain the complete pack and have unfamiliar or high-consequence terms reviewed before commitment. Use the blank templates below to practise the record format. Their completed examples have their own stated facts; keep those figures separate from your independent course task. ### Contract negotiation record Use one row per issue. Keep the original wording, each dated proposal and reply, and the exact wording confirmed in the final pack. [Download blank Excel workbook]() Free blank template for your own project. The completed example is shown below. No email address required. View the completed example Completed fictional example #### Contract negotiation record Scroll across if needed to read the whole record. A dash means no value has been entered. Contract negotiation record: completed fictional example | Clause / document | Original wording | Subcontractor proposal and reason Author / date | Contractor reply: round 1 Author / date | Subcontractor reply: round 2 Author / date | Contractor reply: round 3 Author / date | Agreed wording | Status | Both parties’ confirmation / final pack reference | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 5.6 and Schedule 4 Read with clauses 5 and 8 | No further interim valuations shall take place after 31 December 2026, whether or not the Subcontract Works remain incomplete. | Sophie Marlow, 9 October 2026 Continue monthly interim valuations if the work overruns. Apply the linked due-date, notice and final-date rules to every continuing valuation. Reason: the listed dates run out while work may still be in progress. Align Schedule 4 and the final-payment mechanism. | Oliver Vale, 10 October 2026 We can add a valuation on 31 January 2027. All other wording stays as issued. | Sophie Marlow, 11 October 2026 January alone leaves the same gap if work continues into February. Please use a continuing monthly rule, align Schedule 4 and retain an express route into the agreed final-payment mechanism. | Oliver Vale, 12 October 2026 The continuing monthly principle is accepted. We will issue revised clause 5.6 and Schedule 4 for confirmation, together with the linked payment provisions. | Not yet confirmed. Check the revised wording, all linked payment dates and the final-payment mechanism before entering the text agreed by both parties here. | Agreed in principle | Still open: obtain the revised pack, confirm both parties agree its exact wording and record the revision and clause references. The latest reply does not complete those steps. | The continuing monthly principle is accepted, but revised wording and the final pack remain unconfirmed. The status is agreed in principle, not closed. ### Contract document register Enter the exact revision and approval evidence. Keep superseded documents in the archive and identify them clearly. [Download blank Excel workbook]() Free blank template for your own project. The completed example is shown below. No email address required. View the completed example Completed fictional example Westhaven refurbishment · 14 October 2026 · Version 1.0 #### Contract document register Scroll across if needed to read the whole record. A dash means no value has been entered. Contract document register: completed fictional example | Document | Revision / date | Status | Precedence / basis | Qualification / action | Evidence | | --- | --- | --- | --- | --- | --- | | Order WH-042 | Signed 1 Oct 2026 | Agreed | Order clause 2: first | Design limited to setting-out | Signed order PDF | | Scope schedule | C / 30 Sep 2026 | Agreed | Second in order clause 2 | Excludes structural steelwork | Signed scope | | Drawing P-104 | D / 7 Oct 2026 | Instruction received | Change from agreed baseline C | Price/time effect CH-07 unresolved | Instruction I-07 | A list alone does not agree precedence or incorporate a document. Record the actual agreement. This is a foundation for the defined task, not a professional qualification or a substitute for checking the actual contract and project. Use the sources and related resources below to continue learning. For help with a proposed appointment, see our [pre-signing contract review](). [Browse the Library]()