Subcontract
Conditions.

Part B · GEM-QMS-012 Version 5 · 30 June 2026 · Governing Law: England & Wales

For client-facing terms, see Part A — Conditions of Engagement.

Application

These Subcontract Conditions (“Subcontract”) apply to every engagement by Gemini AMPM Ltd (“Gemini”) of a subcontractor (“Subcontractor”) as identified in the Subcontract Order. They govern exclusively. The Subcontractor’s own terms and conditions are excluded and shall have no contractual effect, whether or not Gemini has acknowledged them. A Subcontractor that commences works is deemed to have accepted these Conditions unconditionally.

1. Definitions

Business Day

Any day other than Saturday, Sunday, or a bank holiday in England and Wales.

Completion Date

The date by which the Subcontract Works must reach practical completion, as stated in the Order. Time is of the essence.

Defects Period

12 months from Practical Completion of the Subcontract Works; 24 months where works include passive fire protection installation, HVAC commissioning, or M&E systems design.

Gemini PM

Gemini’s project manager or authorised representative named in the Order.

LD Rate

The liquidated damages rate stated in the Order, which the parties agree represents a genuine pre-estimate of Gemini’s likely loss for each day of delay.

Main Contract

The contract between Gemini and its upstream client for the project to which the Subcontract Works relate.

Subcontract IP

All documents, drawings, fire risk assessments, passive fire surveys, HVAC commissioning records, O&M manuals, calculations, data, and any other outputs produced by the Subcontractor in performing the Subcontract Works.

Subcontract Sum

The agreed price for the Subcontract Works as stated in the Order, inclusive of all labour, materials, plant, and supervision.

Subcontract Works

The works, services, or supply of goods described in the Subcontract Order, including fire safety, passive fire, HVAC, and M&E works as applicable.

2. Formation

2.1 This Subcontract is formed on the earlier of: (a) Gemini issuing a written Subcontract Order; or (b) the Subcontractor commencing any element of the Subcontract Works.

2.2 No oral agreement, side-letter, or email exchange varying these Conditions is effective unless confirmed in writing by the Gemini PM.

3. Subcontractor Obligations

The Subcontractor shall:

1. Carry out and complete the Subcontract Works strictly in accordance with the Subcontract Order, the Specification, all applicable legislation (including Fire Safety Act 2021, Building Safety Act 2022, CDM 2015), and relevant British Standards (including BS 9999, BS 9991:2024, BAFE, FIA, and CHAS requirements as applicable to the scope);
2. Comply with all site rules, method statements, risk assessments, hot works permits, and health and safety instructions notified by Gemini or the principal contractor;
3. Co-operate fully with Gemini’s programme, report any risk to the Completion Date within 2 Business Days of identification, and take all reasonable steps to prevent or mitigate delay;
4. Attend progress meetings as required and provide written progress reports in the format requested by the Gemini PM;
5. Hold and maintain throughout the Subcontract period all trade accreditations, licences, certifications, and insurance required to perform the Subcontract Works legally and to Gemini’s client’s requirements;
6. Comply with all CDM 2015 duties applicable to the Subcontractor as a contractor and, where applicable, designer;
7. Not sub-sub-contract any element of the Subcontract Works without Gemini’s prior written consent. Any approved sub-sub-contract shall be on terms no less onerous than these Conditions;
8. Keep the site, working areas, and access routes clean and tidy at all times and remove all waste at intervals not exceeding 5 Business Days;
9. Produce a commissioning and handover pack (including test records, certificates, O&M documentation, and as-fitted drawings) in the format required by the Main Contract, within 5 Business Days of Practical Completion;
10. Adhere to Gemini’s Environmental Policy, including its waste-management, sustainability, and pollution-prevention requirements, as notified by Gemini from time to time, and co-operate with Gemini’s environmental management obligations under the Main Contract.

4. Programme and Delay

4.1 The Subcontractor shall complete the Subcontract Works by the Completion Date. Time is of the essence.

4.2 Gemini may deduct liquidated damages at the LD Rate for every calendar day the Subcontractor fails to achieve Practical Completion after the Completion Date (as extended in accordance with Clause 4.4). These damages are not a penalty and the Subcontractor acknowledges they represent a genuine pre-estimate of Gemini’s loss.

4.3 Written notice of delay must be given by the Subcontractor to the Gemini PM within 2 Business Days of the Subcontractor becoming aware of any cause likely to delay the Subcontract Works. Failure to give notice in time forfeits the Subcontractor’s right to any extension of time for that event.

4.4 Gemini may, at its absolute discretion, grant written extensions of time where delay is caused by: (a) Gemini’s written variation instruction; (b) a Force Majeure Event notified in accordance with these Conditions; or (c) access restrictions caused solely by the actions of Gemini or its other subcontractors, and not contributed to by the Subcontractor.

4.5 The Subcontractor is not entitled to loss and expense, prolongation costs, or any form of additional payment for delay unless the delay is caused by a matter expressly listed in Clause 4.4 and the Subcontractor has complied strictly with the notice requirements of Clause 4.3.

5. Payment

Applications and Certification

5.1 The Subcontractor shall submit a written payment application to the Gemini PM by the 25th day of each month (or such other date stated in the Order), itemised against the agreed schedule of values or schedule of rates.

5.2 Applications not received in the prescribed form, on time, or not supported by reasonable evidence of work done, may be treated as nil or assessed by Gemini PM at Gemini’s sole discretion.

5.3 Gemini shall pay the Subcontractor within 30 days of receipt of a valid payment application (“Final Date for Payment”). The Construction Act applies.

Pay Less Notices

5.4 Gemini may serve a written Pay Less Notice not later than 7 days before the Final Date for Payment, specifying the sum Gemini intends to pay and the basis and itemised breakdown of any deduction. In the absence of a Pay Less Notice, the full amount of the application is the notified sum and is due on the Final Date for Payment.

Permissible Deductions

5.5 Gemini may deduct from sums otherwise due to the Subcontractor:

1. Liquidated damages at the LD Rate under Clause 4.2;
2. The reasonable cost of remedying defects the Subcontractor has failed to rectify within the period specified under Clause 6;
3. Any direct loss, damage, or cost suffered by Gemini as a result of the Subcontractor’s breach of this Subcontract, including third-party claims, re-inspection costs, or costs of regulatory non-compliance arising from the Subcontractor’s works;
4. Costs incurred by Gemini exercising its step-in right under Clause 9.

Retention

5.6 Gemini may withhold retention of up to 3% of cumulative sums due until Practical Completion of the Subcontract Works, and a further 3% until expiry of the Defects Period, provided that: (a) the retention does not exceed the retention rate applied to Gemini under the Main Contract; and (b) retention is released promptly when the relevant conditions are met.

Pay-When-Paid Exclusion

5.7 “Pay-when-paid” provisions are excluded by statute, except in the sole instance where Gemini’s upstream client has suffered an Insolvency Event and has not paid Gemini sums attributable to the Subcontract Works. In that limited circumstance only, payment to the Subcontractor of the amounts referable to the Subcontract Works shall be conditional on receipt from the upstream client, and Gemini shall use reasonable endeavours to recover such sums from the insolvency officeholder.

6. Defects

6.1 The Subcontractor shall rectify any defect arising from its workmanship, materials, or design within the Defects Period, at its own cost, within: (a) 4 hours for emergency defects creating an immediate statutory non-compliance or risk to life (where a reactive maintenance obligation exists); or (b) 10 Business Days for all other notified defects.

6.2 If the Subcontractor fails to respond within the period in Clause 6.1, Gemini may engage others to rectify the defect and recover all reasonable costs from the Subcontractor by deduction from sums due or by separate claim.

6.3 The Subcontractor’s liability for latent defects continues for the period permitted by the Limitation Act 1980 and, where applicable, the Defective Premises Act 1972 — it is not limited to the Defects Period.

6.4 Defects arising from the Subcontractor’s design (including selections of specification) are subject to the Subcontractor’s professional duty of care and are not limited by the Defects Period.

7. Insurance

The Subcontractor shall maintain throughout the Subcontract period, and provide certificates to Gemini before commencing works and on annual renewal:

1. Public Liability — not less than £5,000,000 per occurrence;
2. Employers’ Liability — not less than £10,000,000 (as required by statute);
3. Professional Indemnity — not less than £1,000,000 per claim, with 6-year run-off, where the Subcontract Works include any element of design, specification, or advisory services (including fire risk assessment or passive fire design);
4. Contractors’ All Risks — to the full value of the Subcontract Works.

Failure to maintain adequate insurance is a material breach entitling Gemini to terminate under Clause 10.

8. Indemnity and Liability

Subcontractor Indemnity

8.1 The Subcontractor shall indemnify and hold harmless Gemini and Gemini’s upstream client against all claims, proceedings, losses, costs (including legal costs on an indemnity basis), damages, and expenses arising from or in connection with:

1. Any breach of this Subcontract by the Subcontractor;
2. Any negligent, reckless, or wilfully wrongful act or omission of the Subcontractor or any of its employees, agents, or sub-sub-contractors;
3. Any breach of health and safety law or CDM 2015 obligations by the Subcontractor;
4. Any infringement of third-party intellectual property rights by the Subcontractor’s works, materials, or designs;
5. Death or personal injury caused by the Subcontractor’s acts or omissions.

Liability Cap

8.2 Subject to Clause 8.3, the Subcontractor’s total aggregate liability to Gemini under this Subcontract shall not exceed 150% of the Subcontract Sum.

8.3 The cap in Clause 8.2 does not apply to:

1. The Subcontractor’s indemnity obligations under Clause 8.1;
2. Death or personal injury caused by the Subcontractor’s negligence;
3. Fraud or fraudulent misrepresentation;
4. Any liability that cannot lawfully be limited or excluded.

Excluded Losses

8.4 Neither party shall be liable to the other for indirect or consequential losses, loss of profit, or loss of business opportunity, except where such losses flow directly and naturally from the Subcontractor’s indemnity obligations under Clause 8.1.

9. Step-In Right

9.1 If the Subcontractor: (a) is in default of any obligation under this Subcontract; (b) is failing to meet programme; or (c) is creating a risk to health and safety or statutory compliance — Gemini may, without terminating, step in and complete any element of the Subcontract Works using its own labour or a third-party contractor.

9.2 All additional costs incurred by Gemini in exercising the step-in right shall be deducted from sums otherwise due to the Subcontractor, and any excess above sums retained shall be recoverable as a debt.

9.3 Exercise of the step-in right does not waive Gemini’s right to terminate under Clause 10, nor any other right or remedy.

10. Termination

Termination for Cause — by Gemini

10.1 Gemini may terminate this Subcontract immediately on written notice if the Subcontractor:

1. Fails to proceed regularly and diligently with the Subcontract Works;
2. Commits a material breach and (where remediable) fails to remedy it within 7 Business Days of written notice;
3. Abandons the Subcontract Works or removes key personnel without replacement acceptable to Gemini PM;
4. Suffers an Insolvency Event;
5. Fails to maintain the required insurance under Clause 7;
6. Breaches health and safety obligations creating an imminent risk to persons;
7. Fails to comply with the anti-bribery or modern slavery obligations under Clause 13.

10.2 On termination under Clause 10.1, Gemini may: (a) complete the Subcontract Works by itself or through others; (b) use all materials, plant, and temporary works on site; and (c) recover from the Subcontractor all additional costs of completion above the Subcontract Sum, together with all losses, liquidated damages accrued to the date of termination, and any third-party claims attributable to the Subcontractor’s breach. Any balance of the Subcontract Sum, after deducting these costs, shall be paid to the Subcontractor only after completion and final account.

Termination for Convenience — by Gemini

10.3 Gemini may terminate this Subcontract for convenience on 14 days’ written notice. On such termination, Gemini shall pay the Subcontractor for all Subcontract Works properly performed to the date of termination, plus reasonable demobilisation costs, but no loss of profit on the unperformed works.

Survival

10.4 Clauses 5 (payment for work done), 6 (defects), 7 (insurance), 8 (indemnity), 11 (IP), 12 (confidentiality), 13 (non-solicitation), 14 (anti-bribery), 17 (disputes), and all accrued rights survive termination.

11. Intellectual Property

11.1 All Subcontract IP is created as a work for hire and vests in Gemini on creation. To the extent any Subcontract IP does not automatically vest in Gemini, the Subcontractor hereby assigns to Gemini all rights, title, and interest in and to the Subcontract IP with full title guarantee.

11.2 The Subcontractor grants Gemini an irrevocable, royalty-free, perpetual licence to use all pre-existing intellectual property belonging to the Subcontractor that is incorporated in or necessary to use the Subcontract IP.

11.3 The Subcontractor warrants that: (a) it is the owner of or is licensed to use all intellectual property incorporated in the Subcontract Works; and (b) Gemini’s use of the Subcontract IP will not infringe any third-party intellectual property rights.

11.4 The Subcontractor shall not reproduce, share, or use as marketing material any element of the Subcontract Works or IP Outputs without Gemini’s prior written consent.

12. Confidentiality

12.1 The Subcontractor shall keep strictly confidential all information relating to: the Main Contract and Gemini’s upstream client; Gemini’s pricing, margins, and commercial strategy; the nature and details of the Subcontract Works; and any personal data processed in connection with the Subcontract.

12.2 The Subcontractor shall not identify Gemini’s clients, name the project, or use the project as a marketing or portfolio reference without Gemini’s written consent.

12.3 This obligation survives termination of the Subcontract for a period of 5 years.

13. Non-Solicitation

13.1Staff and Employees. The Subcontractor shall not, during the term of this Subcontract and for a period of 24 months after its expiry or termination for any reason, directly or indirectly solicit, approach, induce, or attempt to recruit: (a) any employee, consultant, or contractor of Gemini who was involved in the management, supervision, or administration of this Subcontract; or (b) any employee or consultant of Gemini’s upstream client who came to the Subcontractor’s attention as a result of the Subcontract Works.

13.2Clients and Client Relationships. The Subcontractor shall not, during the term of this Subcontract and for a period of 36 months after its expiry or termination, directly or indirectly approach, solicit business from, or enter into any contract with any client or prospective client of Gemini whose identity or requirements became known to the Subcontractor through or in connection with this Subcontract, for services that are the same as or substantially similar to the Subcontract Works or the Services provided by Gemini. The 36-month period reflects the Subcontractor’s access to Gemini’s proprietary client relationships and commercial information.

13.3Subcontractors and Supply Chain. The Subcontractor shall not, during the term of this Subcontract and for a period of 24 months after its expiry or termination, solicit or attempt to engage any other subcontractor, specialist supplier, or third party introduced to the Subcontractor by Gemini in connection with this Subcontract, for any purpose that would compete with or undermine Gemini’s contractual relationships with those parties.

13.4Unsolicited Approaches. The restrictions in Clauses 13.1 to 13.3 apply regardless of whether the relevant individual, client, or party makes the first approach. The Subcontractor shall be responsible for ensuring that its directors, officers, employees, and agents do not take any action that would breach these restrictions.

13.5Remedy. In the event of a breach of this Clause, Gemini shall be entitled to: (a) immediate injunctive or other equitable relief without proof of actual financial loss; (b) a Liquidated Solicitation Fee equivalent to: (i) 18 months’ gross remuneration of any individual solicited or recruited, for breaches of Clause 13.1; or (ii) 20% of the annual contract value of any client relationship solicited or diverted, for breaches of Clause 13.2 — in each case as a genuine pre-estimate of Gemini’s losses including replacement, retraining, and relationship rebuilding costs; and (c) any additional proven losses above the applicable Liquidated Solicitation Fee.

13.6 The Subcontractor shall procure that its group companies, affiliates, and associates comply with the obligations in this Clause as if they were the Subcontractor.

14. Anti-Bribery, Modern Slavery and Tax Evasion

13.1 The Subcontractor shall comply with all applicable anti-bribery, anti-corruption, and anti-slavery legislation including the Bribery Act 2010, the Modern Slavery Act 2015, and the Immigration Act 2016, and shall not engage in any activity constituting an offence under those Acts.

13.2 The Subcontractor shall have in place, and shall maintain throughout the Subcontract, adequate procedures to prevent bribery within the meaning of section 7 of the Bribery Act 2010.

13.3 The Subcontractor shall implement due diligence procedures across its supply chain to identify and prevent modern slavery and human trafficking, and shall notify Gemini immediately if it becomes aware of any actual or suspected instance.

13.4Annual Certification: Within one month of the Subcontract start date, and annually thereafter, the Subcontractor shall provide Gemini with a written certificate signed by a director or officer confirming compliance with this Clause by the Subcontractor and all persons associated with it. The Subcontractor shall provide supporting evidence of compliance on request.

13.5 The Subcontractor shall not engage in any activity that would constitute a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017, or a foreign tax evasion facilitation offence under section 46(1) of that Act. The Subcontractor shall have in place reasonable prevention procedures as contemplated by section 45(2) of that Act and shall ensure that any sub-sub-contractor or supplier engaged in connection with this Subcontract is bound by equivalent obligations.

13.6Annual Tax Evasion Certification: Within one month of the Subcontract start date, and annually thereafter, the Subcontractor shall certify in writing signed by an officer that it and all persons associated with it are in compliance with Clause 13.5.

13.7 The Subcontractor shall indemnify Gemini against all losses, liabilities, costs (including legal costs on an indemnity basis), and expenses arising from any breach of this Clause.

13.8 Breach of any obligation under this Clause entitles Gemini to terminate this Subcontract immediately under Clause 10.1 without liability to the Subcontractor beyond payment for Subcontract Works properly performed to the date of termination.

15. Data Protection

14.1 Each party shall comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

14.2 To the extent the Subcontractor processes personal data on behalf of Gemini in performing the Subcontract Works, the Subcontractor shall: (a) process such data only on documented instructions from Gemini; (b) implement appropriate technical and organisational measures to protect personal data; (c) not transfer personal data outside the UK without Gemini’s prior written consent; and (d) promptly notify Gemini of any personal data breach.

14.3 The Subcontractor shall ensure that any personnel accessing personal data in connection with this Subcontract are bound by appropriate confidentiality obligations.

16. Site Conduct, Health and Safety, and Drugs and Alcohol

15.1 All Subcontractor personnel attending Gemini project sites shall comply with: (a) the principal contractor’s site rules and H&S requirements as notified by Gemini; (b) Gemini’s drugs and alcohol policy, the terms of which will be provided with the Subcontract Order; and (c) all applicable CDM 2015 obligations.

15.2 Subcontractor personnel shall not: attend or attempt to attend site whilst unfit due to alcohol, drugs (illegal or prescribed), or substance abuse; possess or supply illegal substances on site; or consume alcohol whilst on site.

15.3 Gemini may require the Subcontractor to remove any individual from site who breaches this Clause or who fails a drugs or alcohol test administered by the principal contractor. Removal shall not entitle the Subcontractor to any extension of time or additional payment, and the Subcontractor shall be responsible for replacing the individual without delay.

15.4 The Subcontractor shall indemnify Gemini against all claims, losses, and costs arising from a breach of this Clause by the Subcontractor’s personnel.

17. Dispute Resolution and Governing Law

14.1 Either party may at any time refer any dispute to adjudication under the Scheme for Construction Contracts (England and Wales) Regulations 1998 (as amended). The right to adjudicate is unconditional and is not subject to prior steps.

14.2 For disputes not referred to adjudication, the parties shall attempt good-faith resolution through senior representatives within 14 Business Days of written notice of dispute.

14.3 This Subcontract is governed by the law of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.

18. General

15.1 The Subcontractor may not assign, novate, or transfer any right or obligation without Gemini’s prior written consent. Gemini may novate this Subcontract to any successor entity, parent, or related company without the Subcontractor’s consent.

15.2 These Subcontract Conditions, together with the Order and Specification, constitute the entire agreement and supersede all prior discussions and representations.

15.3 No variation is effective unless confirmed in writing by the Gemini PM.

15.4 If any provision is held unenforceable, the remaining provisions continue in full force.

15.5 No third party shall have rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Subcontract.

Last reviewed: 30 June 2026 (Version 5).
Document owner: Gemini AMPM Ltd (company number 03437130), Unit 2, Regents Business Centre, Jubilee Road, Burgess Hill, West Sussex RH15 9TL.
Contact: [email protected] · 0330 043 0080