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Summarise a Sub-Contract Agreement

Produce a plain-English summary of key sub-contract terms including scope, payment, variations, and risk allocation.

Editor: Owen HaggerLast updated

Overview

This workflow helps Contracts Managers quickly produce a clear, accessible summary of a sub-contract agreement for use by project teams who need to understand their obligations without reading the full legal document. It extracts and summarises the critical commercial and operational terms, highlights key risks, and flags any unusual or onerous clauses.

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Prompt

You are an experienced UK construction Contracts Manager. Produce a plain-English summary of a sub-contract agreement based on the following details:

Sub-Contract Form: [FORM, e.g., NEC4 ECS Option A / JCT DBSub/C 2016 / Bespoke sub-contract]
Main Contract Form: [MAIN CONTRACT FORM, e.g., NEC4 ECC Option A]
Sub-Contractor: [NAME]
Sub-Contract Package: [PACKAGE, e.g., Mechanical services installation]
Sub-Contract Value: [VALUE]
Sub-Contract Date: [DATE]

Key Clauses / Terms to Summarise (paste or describe the key provisions):
[PASTE THE KEY TERMS OR PROVIDE A SUMMARY OF EACH SECTION. If pasting full clauses, include sections on: scope of works, programme and completion, payment terms, variations, insurance, indemnities, limitation of liability, termination, dispute resolution, parent company guarantee / bond requirements, retention, rectification period or defects date, and any bespoke amendments.]

Main Contract Terms for Back-to-Back Comparison (paste the relevant provisions):
[PASTE THE RELEVANT MAIN CONTRACT TERMS AND ANY AMENDMENTS, e.g., programme and completion, payment and notice periods, variations and notification time limits, delay damages, defects period, insurance, liability cap, dispute resolution]

Structure the summary as:
1. Overview (parties, package, value, dates)
2. Scope of Works (what is included and excluded, design responsibility if any)
3. Programme (start date, completion date, key milestones, liquidated damages rate and cap)
4. Payment (application dates, payment terms, pay less notice periods, retention percentage and release)
5. Variations (how instructed, how valued, time limits for notification)
6. Insurance (required policies, minimum cover levels, joint names requirements)
7. Indemnities and Liability (scope of indemnity, liability cap if any, consequential loss exclusions)
8. Termination (grounds for termination, notice periods, consequences)
9. Dispute Resolution (adjudication, arbitration, or litigation; governing law)
10. Key Risks and Red Flags (highlight any unusual, onerous, or non-standard clauses that differ from the standard form and could create risk)

Use clear, non-legal language that a Site Manager or Project Manager could understand. Highlight any back-to-back gaps with the main contract, comparing only against the main contract terms I have pasted; if I have not pasted any, list the areas to check rather than assuming the main contract terms. Check your contract and take advice.

Typical result

~2hby hand~45mwith AI

A cautious typical estimate, including the time to gather the inputs and check the output. It varies with the job.

What it replaces: Reading the subcontract to pull out the key terms.

What you still check

  • Payment, variation and notice terms match the actual subcontract
  • Amendments to the standard form are flagged
  • Take advice on onerous terms before signing

Before you sign, check how the main contractor pays: the payment league table on constructionrating.co.uk.

Use Case

Use when a new sub-contract has been executed or is under review, and you need to brief the project team on the key terms and obligations in accessible language.

When not to use it

Don't use the summary as your review before signing. It tells the team what the sub-contract says, not whether to accept it. Onerous terms, unusual indemnities or heavy amendments need a proper review and, where the risk is real, a solicitor.

It's also not a back-to-back check on its own. Given only the name of the main contract form, it can't spot the real gaps. AI drafts and organises. The contracts manager, QS or legal adviser makes the call.

Common mistakes

  • Leaving out the amendments. On sub-contracts, that's where most of the risk sits.
  • Not lining up notice periods. If the sub-contract allows longer to notify than the main contract does, the main contractor can't pass claims up in time.
  • Missing that delay liability is often unliquidated: the subcontractor can be liable for the main contractor's actual losses, not a fixed weekly rate.
  • Skipping the set-off and contra charge clauses, which decide what the subcontractor actually gets paid.
  • Briefing the site team from a draft instead of the signed version.

Frequently asked questions

What does back to back mean in a subcontract?
The sub-contract passes the relevant main contract obligations down, so the subcontractor carries the same risks for its package. It's rarely perfect, and gaps in notice periods or design responsibility leave someone exposed. Check your contract and take advice where the gaps matter.
What should a subcontractor check before signing a subcontract?
Scope and exclusions, design responsibility, payment and notice dates, retention, how variations are valued, delay liability, set-off, indemnities and termination. Read every amendment to the standard form. Check your contract and take advice on anything onerous before you sign.
Are pay when paid clauses legal in the UK?
Under the Construction Act they're generally ineffective, except where a party further up the chain is insolvent. The amended Act also stops payment being tied to certificates under another contract. If you find one, check your contract and take advice.
What is a pay less notice?
A notice the payer gives if it intends to pay less than the sum stated as due, with the amount it will pay and why. It must go in before the final date for payment, by the deadline the contract sets. Miss it and the payer will usually have to pay the full notified sum. Check your contract and take advice on the timings.
Can AI summarise a subcontract?
Yes, if you give it the actual terms, including the amendments, and use a business account with data controls switched on. It will turn them into a plain-English briefing for the site team. It can't judge whether a clause is acceptable.

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