Training subcontracting agreement: the essential clauses, point by point

You entrust a session to a freelance trainer, or another organisation delegates part of a course to you: in both cases, everything rests on one document — the subcontracting agreement. It is the first item the Qualiopi auditor requests under indicator 27, the one the DREETS examines during an inspection, and the one that protects each party if the assignment goes wrong. Here is what it must contain, clause by clause — and the drafting mistakes that come up most often.

Why a written contract is not optional

The general framework for subcontracting in training — the 80% cap on CPF turnover, the subcontractor’s Qualiopi certification, its own NDA — is covered in our article on subcontracting obligations in vocational training. The contract is the tool that gives all of it substance: without a written agreement signed before the service begins, the prime contractor can demonstrate neither the allocation of responsibilities, nor the verification of skills, nor the quality supervision expected by the framework.

Contract economics confirms what intuition suggests: in his seminal 1979 article in the Journal of Law and Economics, “Transaction-Cost Economics: The Governance of Contractual Relations”, Oliver Williamson — winner of the 2009 Nobel Prize in economics — shows that the more specific and hard to monitor a service is, the more the relationship needs a structured contractual framework to prevent opportunistic behaviour. A training course delivered in a third party’s name, under its brand and its quality responsibility, is a textbook case.

The essential clauses, one by one

1. Full identification of the parties

Legal name, legal form, SIRET, address — and above all the activity declaration number (NDA) of both parties. The subcontractor’s NDA is a systematic checkpoint: without one, the subcontractor is the party in breach, but the prime contractor carries the risk in the audit. Our guide to the declaration of activity (Cerfa 10782) details the procedure.

2. Subject matter: the course entrusted, precisely

Course title, objectives, content or reference to the annexed programme, target audience, prerequisites. A vague description (“miscellaneous training services”) strips the contract of its evidential value. In a framework contract, this precision moves into the purchase orders or per-assignment annexes.

3. Delivery terms

Duration, dates or delivery period, location or format (face-to-face, distance, blended learning), planned headcount, the teaching and technical resources deployed by the subcontractor, and the arrangements for monitoring and assessing learning. These terms essentially mirror those of a training agreement.

4. Price and payment terms

Price of the service (hourly, daily or fixed fee), applicable VAT regime — a subcontractor holding its own VAT exemption states it here —, invoicing schedule and payment terms.

5. Quality and Qualiopi clause

This is the clause that makes the difference in an audit. It should provide for: the subcontractor’s undertaking to comply with the National Quality Framework for services delivered in the prime contractor’s name; the transfer of evidence documents (attendance sheets, evaluations, materials); acceptance of the prime contractor’s checks; and, for CPF courses, the subcontractor’s position with regard to the certification obligation. The prime contractor remains responsible for compliance — this clause gives it the contractual means to ensure it.

6. Administrative documents for the course

Who draws up and signs what: attendance sheets, completion certificates, evaluations. As a rule, these documents are issued in the prime contractor’s name, since it alone is bound to the client — the contract must say so in black and white to avoid documents bearing the wrong organisation’s letterhead, a classic finding during inspections.

7. Confidentiality, personal data and intellectual property

Confidentiality regarding the end client’s information; allocation of GDPR roles (the subcontractor generally acts as a processor within the meaning of Article 28 GDPR, on the prime contractor’s instructions); and the fate of the teaching materials: who authored them, who may reuse them, under what licence.

8. Insurance, default and termination

The subcontractor’s professional liability insurance certificate; the procedure in the event of unavailability (replacement, postponement); termination conditions and the fate of sessions already scheduled. This is the clause you reread the day everything goes wrong.

Subcontracting agreement vs training agreement: don’t mix them up

The subcontractor has no contractual link with the end client: the training agreement binds the prime contractor to its client; the subcontracting agreement binds the prime contractor to its provider. In practice: the subcontractor never invoices the client, does not appear on the training agreement, and the documents given to trainees carry the prime contractor’s identity. Any arrangement where the end client pays the “subcontractor” directly is not subcontracting — and will be requalified during an inspection.

The most frequent drafting mistakes

• Contract signed after the course, or never signed at all — the signature date is checked.
• Subcontractor’s NDA missing from the contract, or never verified.
• No quality clause: nothing on the framework, the evidence, the checks.
• Framework contract without per-assignment annexes, impossible to link to actual courses.
• Copy-pasting a training agreement, with unsuitable terms (the “beneficiary” is not a party to a subcontracting agreement).

Take action

The Complete Qualiopi Kit (€297, 14-day guarantee) contains a subcontracting agreement template up to date with CPF regulations, the subcontractor-verification grid and all the evidence expected under indicator 27. Just starting out and still weighing employment, subcontracting or umbrella arrangements? The ebook “Create your training organisation in 30 days” (€67) lays the groundwork — or take the full pack (€347) that bundles both.