This Subcontractor Agreement (the “Agreement”) is entered into as of the date last signed below, by
and between Uplyfted Services Ltd “Uplyfted”, a company incorporated in England and Wales (the “Contractor”) and the
undersigned subcontractor (the “Subcontractor”).

This Agreement shall remain in effect in perpetuity, or until such time as either the Subcontractor or
the Contractor terminates it in accordance with the terms set forth in this Agreement.

Services
1.1. The Subcontractor agrees to provide floor installation services (the “Services”) to the Contractor
in accordance with the terms of this Agreement.
1.2. The Subcontractor shall provide a minimum of two people per team, with at least one person
being a time-served tradesman in floor installation (the “team”).
1.3. Each team will be expected to install flooring in a minimum of two, 1- or 2-bedroom properties
or one, 3- or 4-bedroom property per day, with or without stairs requiring carpet.
1.4 Clauses 1.2 and 1.3 respectively, shall only apply under the outlined scenarios.
1.5 One (“One tradesman”), time-served tradesman may install one, 1-or 2-bedroom property per
day, if this is the only install required within one day.

Obligations
2.1. The Subcontractor agrees to work in all respects in accordance with the Contractor’s practices
and conduct standards and must wear branded clothing provided by the Contractor when required.
2.2. The Subcontractor agrees and accepts that they will be expected to provide transport for the
flooring materials, travel anywhere on the UK mainland, and perform floor installations as per this Agreement.

2.3. The Contractor is not responsible for any accommodation expenses incurred by the

Subcontractor.
2.4. The Subcontractor shall indemnify the Contractor against all risks and costs and guarantee their
workmanship for a minimum of 12 calendar months from the date of installation.

Trial Period and Non-Exclusivity
3.1. The Subcontractor shall have a trial/probation period of 6 calendar months or a minimum of 8
individual installs, whichever comes first. The definition of an “install” is a block of individual job
sheets submitted to the Subcontractor in a single instance by the Contractor.
3.2. This Agreement is non-exclusive for both parties. The Contractor and the Subcontractor may
both seek work with others or elsewhere.
3.3. While the Contractor does not guarantee the provision of work to the Subcontractor, the
Subcontractor is obligated to accept any work submitted by the Contractor in accordance with the
terms of this Agreement.

Payment and Fees
4.1. The Subcontractor’s Day rate shall be £600 for a “team”, or £330 for “one tradesman”.
4.2. The Contractor will be responsible for the provision of flooring materials to the Subcontractor
and will cover the initial transport cost only, defined as being from 2 Kelvinside, CH44 7JY, to
Subcontractors designated delivery location.
4.3. The Subcontractor will supply all consumables associated with the installation works, including
adhesive, gripper rods, threshold bars, etc.
4.4. Payment terms are 14 calendar days from the point of invoice, subject to the quality of works
being approved by either the Contractor or their client. The Contractor reserves the right to withhold
payment until any necessary remedial work has been completed.

Responsibilities
5.1. The Subcontractor will be responsible for the receival, storage, and transport (to and from
installation address) of flooring materials at their risk and cost.
5.2. The Subcontractor will be responsible for collecting and storing any flooring waste in the
receptacle provided by the Contractor, and when full, the Contractor will collect the waste at their
cost.
5.3. Post-installation, the Subcontractor shall remove all debris and waste associated with the
installation and leave the Site in a clean and safe condition, including a thorough vacuuming of the
property.
5.4. The Subcontractor shall carry out works in accordance with the provided job sheet as provided
by the Contractor.
5.5. The Subcontractor shall report to the Contractor pre and post installation via the “Installer
Portal” on the Uplyfted website (www.uplyfted.co.uk).
5.6. The Subcontractor shall keep an up-to-date record of flooring supplied by Uplyfted Services Ltd and allow
the Contractor access to such records when requested.
5.7. On demand, surrender any/ all flooring of the Contractor’s and return them to: 2 Kelvinside,
CH44 7JY, at the Subcontractors risk and cost.
5.8. Permit the Contractor to utilise any media submitted in any manner they see fit, including
marketing and promotional collateral.
5.9. Should the installation work not be completed within the specified time-frame, for any reason
whatsoever, the Subcontractor must inform the Contractor immediately, afford an explanation and
work in agreement with the Contractor’s wishes as to completion times/ dates of the work.
5.10. Communicate and respond to the Contractor in a timely fashion, in no more than four hours,
should the Contractor try to make contact/ communicate with the Subcontractor, by whichever
medium the Contractor chooses.
5.11. On completion of the installation works, the Subcontractor shall request the resident (if
available) to complete the “Customer Satisfaction Survey” on the Further Flooring website.
5.12. The Subcontractor is responsible for obtaining and maintaining, at their own time and cost, any
certifications or accreditations that the Contractor’s client may require for the fulfilment of the
Services. This includes, but is not limited to, TrustMark, Disclosure and Barring Service check, and
Construction Health and Safety certification.
5.13 In accordance with 5.12. the Subcontractor, on demand, is obligated to furnish the Contractor
with the appropriate documentation.

5.14. Requirement for Contractor Approval in Service Non-Completion: The Subcontractor is strictly prohibited from deciding not to complete the Services on their own judgment. The only circumstance under which the Subcontractor may refrain from performing or completing the Services is if they encounter a situation that, in their professional opinion, necessitates a halt or modification of the Services (such as encountering a damaged subfloor prior to the installation of carpet tiles). In such an event, the Subcontractor is obligated to immediately notify the Contractor of the specific issue and provide a detailed explanation. The Subcontractor may only suspend or not complete the Services upon receiving explicit approval from the Contractor agreeing to such a course of action. Absent such written consent from the Contractor, the Subcontractor shall continue to fulfill their obligations as per the terms of the agreement. Any unauthorised cessation or modification of the Services by the Subcontractor without the Contractor’s approval shall be considered a breach of contract, rendering the Subcontractor liable for any resultant consequences, damages, or penalties as determined by the Contractor.

5.14 The Subcontractor understands and agrees that the adjustment or modifying of doors in connection with the Services is to be expected and included within the day rate.

Remedial Works and Termination
6.1. Any remedial/ snagging works required shall be completed at the sole time and cost of the
Subcontractor.
6.2. Either party may terminate this Agreement by providing 30 calendar days written notice.

6.3. Modification of Service Schedule and Installation Order: The Subcontractor shall not modify, alter, or rearrange the predetermined scheduling or installation sequence pertaining to the Services under any circumstances, except with the express written consent of the Contractor. In the event that the Subcontractor unilaterally alters the agreed-upon schedule or installation order without such consent, they shall be solely responsible and liable for addressing and rectifying any and all issues, consequences, or adverse outcomes arising from such unauthorised changes. Furthermore, the Subcontractor is obligated to remedy these issues at their own expense and within a timeframe deemed appropriate by the Contractor. Any failure to comply with these terms may result in additional liabilities or penalties as determined by the Contractor.

Force Majeure
7.1. Neither party shall be liable for any failure or delay in performing its obligations under this
Agreement due to a force majeure event.

Mitigation and Resolution of Disputes
8.1. In the event of any disputes or disagreements arising between the parties related to this
Agreement, the parties agree to first attempt to resolve the matter amicably through good faith
negotiations.
8.2. If the parties are unable to resolve the dispute through negotiation within 30 calendar days,
either party may submit the dispute to mediation by a mutually agreed-upon mediator. The cost of
mediation shall be shared equally by both parties.
8.3. If mediation does not resolve the dispute, either party may pursue any other legal remedies
available to them under applicable law.

Insurance
9.1. The Subcontractor shall have appropriate insurance in place (public and employee liability,
contractors all risk, professional indemnity etc.). All insurances must be in place and maintained, and
on demand furnish the Contractor with such documents.
9.2. On entering into this agreement, the Subcontractor shall furnish the Contractor with the
outlined documents it relates to point 9.1.

Standard of work
10.1. As defined by the Contractor in their code of conduct, the Subcontractor shall work to a high
standard and workmanlike manner.
10.2. As defined by the Contractor, should the works carried out by the Subcontractor be
substandard or defective, the Subcontractor will be required to rectify work at the Subcontractor’s
own expense.
10.3. The Subcontractor shall work in accordance with the “Quite and Considerate Contractor”
information sheet.

Health and Safety
11.1. The Subcontractor shall co-operate and co-ordinate in accordance with the Contractor’s health
and safety practices and risk assessments and method statements.

Indemnity
12.1 The Subcontractor shall indemnify the Contractor in respect of any direct loss incurred by the
Contractor in the performance of the Services in consequence of any negligent act or omission
committed by any person or organisation acting on behalf of the Subcontractor.

Limit of liability
13.1. The liability of the Contractor to the Subcontractor under this Agreement shall be limited to any
direct loss suffered by the Subcontractor as result of the negligent performance of the Services and
only where the Subcontractor notifies the Contractor of the negligent act or omission in question
within seven days of the date when the Subcontractor became, or should reasonably have been,
aware of that act or omission.
13.2. The Contractor shall not be liable for any loss caused by any act or omission of an operative of
the Contractor where that operative was not acting in the normal course of performance of the
Services.
13.3. The Contractor shall not be liable for any loss or damage arising from the performance of
services that amount to a variation of the Services agreed under this Agreement.
13.4. The Contractor shall not be liable for any indirect or consequential loss suffered by the
Subcontractor due to a breach of this Agreement by the Subcontractor.
13.5. Time shall be of the essence in relation to performance of the Services unless expressly
provided otherwise in the Contract Specification/ Job Sheet, and the Contractor shall not be liable for
any losses incurred by the Subcontractor as a result of a failure to perform the Services within the
indicated time frames specified in the Contract Specification.

Independent contractors
14.1. The Contractor and Subcontractor are contractors independent of each other, and neither has
the authority to bind the other to any third party or act in any way as the representative of the other,
unless expressly agreed to in writing by both parties.

Entire agreement
15.1. This Agreement constitutes the entire agreement of the parties and supersedes all prior
communications, understandings and agreements relating to the subject matter hereof, whether oral
or written.

Notices
16.1. All notices and other communications provided for in this Agreement and any associated
document shall be in writing and shall be delivered by post, fax, email or hand to an authorised
representative, to the address, fax or email shown in the Contract Information at the end of this
Agreement.
16.2. Any notices served shall be deemed to be effective on actual receipt by the receiving Party, who
shall acknowledge receipt within two working days of the date of receipt.

16.3. Notice of Delay or Cancellation of Services: The Subcontractor hereby acknowledges and agrees that the Contractor reserves the right to postpone or terminate the Services at its sole discretion, provided that such notice of delay or cancellation is communicated to the Subcontractor no later than seventy-two (72) hours prior to the scheduled commencement of the Services. Such notification may be conveyed either in written or verbal form. 

16.4. Conversely, should the Subcontractor wish to delay or cancel the provision of Services, it is incumbent upon the Subcontractor to furnish the Contractor with written notice of such intention, along with a detailed explanation for the delay or cancellation. This notice must be provided at least fourteen (14) calendar days prior to the scheduled date of Service commencement.

Jurisdiction
The Contractor will not be liable to the Subcontractor for:
17.1. Any indirect or consequential, special or punitive loss, damage, costs or expenses;
17.2. Loss of profit;
17.3. Loss of business;
17.4. Loss of income or revenue;
17.5. Loss or corruption of or damage to data;
17.6. Waste of management or office time; or
17.7. Depletion of goodwill.

Anti-bribery
Subcontractor shall:
18.1. Comply with all applicable laws, statutes, regulations relating to anti-bribery and anticorruption including but not limited to the Bribery Act 2010;
18.2. Not engage in any activity, practice or conduct which would constitute an offence under
sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in
the UK;
18.3. Not induce or reward us or our directors, officers, representative, contractors or personnel to
perform or improperly perform a function or activity in connection with this Contract;
18.4. Not directly or indirectly request, agree to receive or accept any financial or other advantage as
an inducement or a reward for improper performance of a function or activity in connection with this
Contract, other than where a bona fide promotions and/or incentive is run by us (see clause 6 for
further details on such promotions and incentives);
18.5. If you are a business, organisation, partnership, limited liability partnership or a company, have
and maintain in place throughout the Contract your own policies and procedures including but not
limited to adequate procedures under the Bribery Act 2010 to ensure compliance with the same and
to enforce where appropriate.
18.6. Promptly report to us any request or demand for any undue financial or other advantage of any
kind received by us or our directors, officers, representative, contractors or personnel or any undue
financial or other advantage of any kind given by us in connection with the performance of this
Contract.

Governing Law
19.1 This Agreement shall be governed by and construed in accordance with the laws of England.
Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive
jurisdiction of the courts of England.