Contractor / Subcontractor Terms of Engagement

Octagon Property Services Group Ltd

Effective Date: 09 June 2023
Last Updated: 04 February 2026

These Contractor / Subcontractor Terms of Engagement (“Terms”) apply to all contractors, subcontractors, consultants, and suppliers (“Contractor”, “you”, “your”) engaged by Octagon Property Services Group Ltd (“OPSG”, “we”, “us”, “our”).

These Terms govern all engagements between OPSG and the Contractor and override any conflicting terms unless expressly agreed in writing by OPSG.

1. Notice & Acceptance of Terms

1.1 OPSG may provide notice of these Terms by email and by making them available at a permanent online location.

1.2 Once notice has been given, acceptance of these Terms shall be automatic and confirmed by conduct, including (without limitation):

Submitting a quotation at OPSG’s request
Attending site
Accepting instructions
Commencing or carrying out works
Accepting payment from OPSG

1.3 The Contractor acknowledges that no signature is required for these Terms to be legally binding once notice has been given and conduct occurs.

1.4 It is the Contractor’s responsibility to review and comply with the latest version of these Terms following notification.

2. Appointment & Status

2.1 OPSG appoints the Contractor to provide services as instructed from time to time.

2.2 The Contractor operates as an independent contractor and not as an employee, agent, partner, or representative of OPSG.

3. Instructions & Communications

3.1 All instructions must be issued by OPSG, unless expressly authorised in writing.

3.2 The Contractor shall not accept instructions, variations, or payments directly from OPSG’s clients.

3.3 Any direct contact or approach from a client relating to works must be reported to OPSG promptly.

4. Non-Circumvention (Core Provision)

4.1 The Contractor shall not, directly or indirectly:

Engage with
Accept instruction from
Contract with
Invoice or receive payment from

any client, site, or contact introduced by OPSG without OPSG’s prior written consent.

4.2 This restriction applies for a period of 24 months from the date of introduction, whether or not OPSG remains actively involved.

4.3 The Contractor acknowledges that OPSG’s introductions, reports, and commercial arrangements are a core and protectable part of OPSG’s business.

5. Commercial Protection & Fees

5.1 The Contractor shall not take any action intended to:

Undermine OPSG’s agreed margin
Re-price works directly to clients
Offer alternative commercial arrangements outside OPSG

5.2 In the event of breach, OPSG shall be entitled to recover:

Lost fees and margin
Any commission OPSG would reasonably have earned
Reasonable recovery and legal costs

6. Confidentiality

6.1 The Contractor shall keep confidential all client details, pricing, reports, site information, and commercial arrangements disclosed by OPSG.

6.2 This obligation survives termination or completion of works.

7. Insurance, Qualifications & Compliance

7.1 The Contractor shall, prior to attending site or carrying out any works, provide OPSG with copies of all relevant and valid:

Public Liability Insurance with a minimum cover of £5,000,000 (five million pounds)
Employer’s Liability Insurance (where applicable)
Professional Indemnity Insurance (where applicable to the services being provided)
All licences, accreditations, certifications, and qualifications required for the works being undertaken

7.2 The Contractor warrants that all insurance policies and qualifications shall:

Remain valid and in force for the duration of any engagement
Be appropriate to the nature and value of the works being carried out

7.3 The Contractor is responsible for providing updated copies of any renewed, amended, or replacement insurance policies or qualifications to OPSG without request.

7.4 Failure to provide or maintain valid insurance or qualifications shall entitle OPSG, at its sole discretion, to:

Suspend works immediately
Refuse site attendance
Withhold payment
Terminate the engagement without liability

8. Quality, Compliance & Standards

8.1 The Contractor warrants that all works shall be carried out:

With reasonable skill and care
In accordance with all applicable laws, regulations, and industry standards

8.2 The Contractor is responsible for ensuring its personnel are suitably trained, competent, and authorised to carry out the works.

9. Liability & Indemnity

9.1 The Contractor is responsible for its own acts, omissions, workmanship, and personnel.

9.2 The Contractor agrees to indemnify OPSG against all claims, losses, damages, costs, and expenses arising from:

Breach of these Terms
Negligence or misconduct
Failure to maintain required insurance or qualifications
Unauthorised dealings with OPSG clients

10. Termination

10.1 OPSG may terminate engagement immediately for:

Breach of non-circumvention
Unauthorised client engagement
Failure to maintain required insurance or qualifications
Conduct posing commercial or reputational risk

10.2 Termination does not affect accrued rights or surviving obligations.

11. Survival

Provisions relating to non-circumvention, confidentiality, commercial protection, insurance, indemnity, limitation of liability, and governing law shall survive termination or completion of services.

12. Variation of Terms

OPSG reserves the right to update these Terms from time to time.
The latest version published shall apply following notification.

13. Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales, with exclusive jurisdiction of its courts.

14. Contact Details

Octagon Property Services Group Ltd
Email: info@opsg.uk
Website: https://opsg.uk