Light touch contract...

[Onward]

Hi All

I've been offered some work by a company who wants my services but without a supply contract. They simply want me to sign an NDA and then they will give me a purchase order number to invoice against? Could anyone please advise how this would sit in terms of IR35 given there would be no actual contract to evaluate?

Many thanks

[northernladuk]

Forgetting IR35 for a moment, where are your payment terms and scope of work agreed?

[jamesbrown]

In terms of IR35, it wouldn't really sit anywhere, because your working practices determine status. However, it would be more difficult to argue any given position without some paperwork (and evidence of working practices), even if only a set of T&C accompanied by a PO. If it's a relatively small piece of work, there's no problem working with a PO and associated T&C, especially if they come from your side. Indeed, this is how businesses typically operate with supplies of goods and services. However, for anything more substantial, you really want a proper contract in place.

[Onward]

Thanks for replying northernladuk and jamesbrown. You both raise good points. I have an e-mail stating rate and length of contract and originally I was to be given a supplier contract with a statement of work (SOW). The contract of course would confirm general terms like payment (which I know by word of mouth to be invoicing 30 days in arrear and payment within 30 days of invoice) and the SOW would give me the finite details of the assignment. The hiring organisation is large and reputable, I think the hiring directors just want to get me working on some work asap, hence their idea of cutting through the red tape. Should I go back and diplomatically demand the contract and SOW or provide something myself for them to sign? Thanks in advance for your thoughts.

[mudskipper]

Thanks for replying northernladuk and jamesbrown. You both raise good points. I have an e-mail stating rate and length of contract and originally I was to be given a supplier contract with a statement of work (SOW). The contract of course would confirm general terms like payment (which I know by word of mouth to be invoicing 30 days in arrear and payment within 30 days of invoice) and the SOW would give me the finite details of the assignment. The hiring organisation is large and reputable, I think the hiring directors just want to get me working on some work asap, hence their idea of cutting through the red tape. Should I go back and diplomatically demand the contract and SOW or provide something myself for them to sign? Thanks in advance for your thoughts.

Or provide your own contract?

[jamesbrown]

Thanks for replying northernladuk and jamesbrown. You both raise good points. I have an e-mail stating rate and length of contract and originally I was to be given a supplier contract with a statement of work (SOW). The contract of course would confirm general terms like payment (which I know by word of mouth to be invoicing 30 days in arrear and payment within 30 days of invoice) and the SOW would give me the finite details of the assignment. The hiring organisation is large and reputable, I think the hiring directors just want to get me working on some work asap, hence their idea of cutting through the red tape. Should I go back and diplomatically demand the contract and SOW or provide something myself for them to sign? Thanks in advance for your thoughts.

Yes, at the very least you need a set of T&C attached to the PO. This approach can be perfectly adequate if the PO and T&C cover all the important points, such as a description of the services being supplied (in sufficient detail) and the payment terms (e.g. fixed price), but I wouldn't go down this road simply as a shortcut, i.e. if there was some risk that the services being supplied or the payment terms were ambiguous. It's always better to supply your own contract, but you'll obviously need their input on the SOW. If you're a member of IPSE (and, if not, you probably should be), consider using their template for direct engagements:

https://www.ipse.co.uk/advice/contra...ngaging-client

Either way, you'll need an unambiguous description of the services being supplied and the associated T&C. By way of example, I've used POs in the past, but only for fixed price work, where the supply has been clearcut and finite.