Hey - I'm a first timer contracting and the job I've been given has been totally misrepresented by the agency I'm working for, so I want out. I'm having some trouble trying to decipher the meaning of my termination clause in my current contract, does anyone have an idea of what it means?
Term and Termination
9.1        The Services shall be provided during the periods specified in the Assignment Schedule unless otherwise agreed. The duration of the initial Assignment may be extended by agreement in writing between the parties and these Terms, unless excluded in writing shall be deemed to apply to such extended Assignment period(s).
9.2        At the end of the initial Assignment, Best shall be under no obligation whatsoever to offer further work to the Contractor, and the Contractor shall be under no obligation whatsoever to accept any further work, if offered.
9.3        Best shall be entitled to terminate the Assignment forthwith without notice or liability at any time in the event of any of the following:
(a)        The Client requests the Personnel to be removed from the Assignment (and such Personnel are not replaced under Clause 3.2 hereof);
(b)        The Client terminates an Assignment by reason of the Personnel’s misconduct, unauthorised absence, unsuitability, lack of technical ability, lack of performance, persistent minor breaches of these Terms or Client rules and regulations;
(c)        References, approvals, certificates, clearances or consents referred to in clause 1.4 are not obtained within the time limit detailed in the Assignment Schedule, or where no such time limit is stated, within 30 days of the intended Start Date of the Assignment;
(d)        The Client fails to contract with Best for the Assignment within 14 days of the Start Date on the Assignment Schedule, or the Client cancels the Assignment at any time prior to the Start Date;
(e)        Career or personal references are unsatisfactory to Best or the Client;
(f)        It transpires that the Contractor, as a limited company, is not or ceases to be a limited company registered in the United Kingdom (which for the avoidance of doubt does not include the Channel Islands or the Isle of Man).
        The Contractor accepts that termination under sub-clauses 9.3(a) to 9.3(e) shall arise as a direct result of the unilateral decision/action of the Client, and it shall have no complaint or claim against Best as a result.
9.4        Unless varied in the Assignment Schedule of any Addendum/Appendix, Best may terminate the Assignment without cause and for whatever reason by giving written notice of:
(a)        Five calendar days if the Assignment has not commenced, or is of 8 weeks or less duration;
(b)        Fourteen calendar days if the Assignment is for more than 8 weeks but less than or equal to 26 weeks duration;
(c)        Twenty-eight calendar days if the Assignment is for more than 26 weeks duration.
        As an alternative, Best may make to the Contractor a payment in lieu of notice, such payment being the amount of charges that would have been invoiced by the Contractor for all working days during the period of notice Best is obliged to provide under the Assignment.
9.5        Either party shall be entitled to terminate an Assignment forthwith by notice in writing to the other party, if the other party shall commit or allow to be committed:
9.5.1        any material or irremediable breach of any of the Terms; or
9.5.2        any other breach of the Terms (not being material), where the party in breach shall fail to remedy any such breach (where capable of remedy) within 7 days after notice has been given by the innocent party to the party in breach requiring remedy of the same.
9.6        Save for the bona fide purpose of solvent reconstruction or amalgamation, if any action, application or proceeding is taken in respect of either party for (i) a voluntary arrangement or composition or reconstruction of its debts; (ii) the presentation of an administration petition; (iii) its winding-up or dissolution; (iv) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer or (v) any similar action, application or proceeding in any jurisdiction to which it is subject or if it is unable to pay its debts, the other party may without prejudice to any of its other rights, terminate the Assignment forthwith by notice in writing.
9.7        Notwithstanding anything herein contained Best shall be entitled to immediately terminate the Assignment by notice in writing to the Contractor in the unlikely event that Best exercises its option to terminate its agreement with the Client for the Services of the Contractor, by reason of (1) the Client’s material breach of contract or (2) a resolution being passed or petition being presented to wind up the Client’s business or a receiver being appointed of the whole or part of the Client’s assets.
9.8        Termination of an Assignment will be effective from the date that a valid termination notice under this Clause 9 is provided to the other party either verbally or in writing. Where notice has been provided verbally, this must be confirmed in writing at the earliest opportunity.
9.9        Termination of an Assignment under any of the provisions hereof shall be without prejudice to the rights and obligations of the parties arising hereto prior to, or as a result of, such termination.
From what i can make of it, under 9.1 I can make an agreement with the Agency to cut short the contract. Or under 9.3a I get the client to tell the agency they don't want me anymore.
Also - does anyone have any idea what happens if you go on long term sick - in effect terminating your contract, do agencies want proof? do they sue you for breach?
Thanks!
Term and Termination
9.1        The Services shall be provided during the periods specified in the Assignment Schedule unless otherwise agreed. The duration of the initial Assignment may be extended by agreement in writing between the parties and these Terms, unless excluded in writing shall be deemed to apply to such extended Assignment period(s).
9.2        At the end of the initial Assignment, Best shall be under no obligation whatsoever to offer further work to the Contractor, and the Contractor shall be under no obligation whatsoever to accept any further work, if offered.
9.3        Best shall be entitled to terminate the Assignment forthwith without notice or liability at any time in the event of any of the following:
(a)        The Client requests the Personnel to be removed from the Assignment (and such Personnel are not replaced under Clause 3.2 hereof);
(b)        The Client terminates an Assignment by reason of the Personnel’s misconduct, unauthorised absence, unsuitability, lack of technical ability, lack of performance, persistent minor breaches of these Terms or Client rules and regulations;
(c)        References, approvals, certificates, clearances or consents referred to in clause 1.4 are not obtained within the time limit detailed in the Assignment Schedule, or where no such time limit is stated, within 30 days of the intended Start Date of the Assignment;
(d)        The Client fails to contract with Best for the Assignment within 14 days of the Start Date on the Assignment Schedule, or the Client cancels the Assignment at any time prior to the Start Date;
(e)        Career or personal references are unsatisfactory to Best or the Client;
(f)        It transpires that the Contractor, as a limited company, is not or ceases to be a limited company registered in the United Kingdom (which for the avoidance of doubt does not include the Channel Islands or the Isle of Man).
        The Contractor accepts that termination under sub-clauses 9.3(a) to 9.3(e) shall arise as a direct result of the unilateral decision/action of the Client, and it shall have no complaint or claim against Best as a result.
9.4        Unless varied in the Assignment Schedule of any Addendum/Appendix, Best may terminate the Assignment without cause and for whatever reason by giving written notice of:
(a)        Five calendar days if the Assignment has not commenced, or is of 8 weeks or less duration;
(b)        Fourteen calendar days if the Assignment is for more than 8 weeks but less than or equal to 26 weeks duration;
(c)        Twenty-eight calendar days if the Assignment is for more than 26 weeks duration.
        As an alternative, Best may make to the Contractor a payment in lieu of notice, such payment being the amount of charges that would have been invoiced by the Contractor for all working days during the period of notice Best is obliged to provide under the Assignment.
9.5        Either party shall be entitled to terminate an Assignment forthwith by notice in writing to the other party, if the other party shall commit or allow to be committed:
9.5.1        any material or irremediable breach of any of the Terms; or
9.5.2        any other breach of the Terms (not being material), where the party in breach shall fail to remedy any such breach (where capable of remedy) within 7 days after notice has been given by the innocent party to the party in breach requiring remedy of the same.
9.6        Save for the bona fide purpose of solvent reconstruction or amalgamation, if any action, application or proceeding is taken in respect of either party for (i) a voluntary arrangement or composition or reconstruction of its debts; (ii) the presentation of an administration petition; (iii) its winding-up or dissolution; (iv) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer or (v) any similar action, application or proceeding in any jurisdiction to which it is subject or if it is unable to pay its debts, the other party may without prejudice to any of its other rights, terminate the Assignment forthwith by notice in writing.
9.7        Notwithstanding anything herein contained Best shall be entitled to immediately terminate the Assignment by notice in writing to the Contractor in the unlikely event that Best exercises its option to terminate its agreement with the Client for the Services of the Contractor, by reason of (1) the Client’s material breach of contract or (2) a resolution being passed or petition being presented to wind up the Client’s business or a receiver being appointed of the whole or part of the Client’s assets.
9.8        Termination of an Assignment will be effective from the date that a valid termination notice under this Clause 9 is provided to the other party either verbally or in writing. Where notice has been provided verbally, this must be confirmed in writing at the earliest opportunity.
9.9        Termination of an Assignment under any of the provisions hereof shall be without prejudice to the rights and obligations of the parties arising hereto prior to, or as a result of, such termination.
From what i can make of it, under 9.1 I can make an agreement with the Agency to cut short the contract. Or under 9.3a I get the client to tell the agency they don't want me anymore.
Also - does anyone have any idea what happens if you go on long term sick - in effect terminating your contract, do agencies want proof? do they sue you for breach?
Thanks!
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