Recommend a lawyer

[rascal]

Who is the agency?

The agency is Redrock (Bristol).

Here is the full text of the document. They insist that you sign it whether you are operating as a limited company, or through an umbrella. They will not let you start a contract without signing it, and as they act as single supplier for a number of end clients, you effectively cannot work for those end clients without agreeing to it.

Consultancy agreement

In consideration of Redrock Consulting agreeing to enter into the consultancy agreement (Agreement) with ABCD Limited (Consultant Company) of today's date, I hereby agree the following:

1. I warrant that the Consultant Company is and shall at all times be entitled to enter into the Agreement and make available my services to the Client in accordance with the terms of the Agreement.

2. I agree that I shall procure that the Consultant Company shall at all times duly observe and perform the obligations contained in the Agreement (including compliance with any relevant policies or procedures of the Client) and I undertake to indemnify the Client on demand in respect of any loss, liability, costs (including reasonable legal costs), damages or expenses it may suffer as a result of any failure by the Consultant Company to perform those obligations.

3. Notwithstanding paragraph 2, and without prejudice to any rights the Client may have against the Consultant Company, I agree that, if I cease to be employed by the Consultant Company or the Consultant Company ceases to exist or otherwise fails or is unable to duly observe and perform its obligations under the Agreement, I shall observe and be bound by each and all of the terms of the Agreement as if I were a party in place of the Consultant Company.

4. I undertake that I shall look solely to the Consultant Company for all compensation for any services to be performed by me under the Agreement.

5. I undertake and agree with the Client that the terms of [clause x (Confidential information)], [clause x (Data protection)] and [clause x (Intellectual property)] of the Agreement apply as if they are direct undertakings and agreements between us.

6. Without prejudice to the foregoing I hereby agree that for a period of six months following the termination of the Agreement, I will not directly or indirectly and whether myself or by my agent(s) or servant(s) solicit accept or undertake work of a similar nature to the Services for any Customer of the Client to which I or the Consultant Company has carried out services pursuant to the Agreement, or to any party, which can reasonably be viewed as arising as a result of the provision of the Services.

7. I undertake that no breach by the Consultant Company of any of its obligations to me shall constitute or be deemed to constitute a breach by the Client under the Agreement. Accordingly, notwithstanding any such breach by the Consultant Company, I undertake to fulfil all of my obligations under this letter and as envisaged by the Agreement if and for so long as the Client fulfils its obligations to the Consultant Company.

[ladymuck]

It seems a bit odd that your client has put an agency in the loop as some kind of IR35 mitigation when it doesn't at all absolve them of their responsibilities.

[rascal]

It seems a bit odd that your client has put an agency in the loop as some kind of IR35 mitigation when it doesn't at all absolve them of their responsibilities.

I think they used an agency for convenience, but the agency is stripping away all the protections offered by a limited liability company by forcing you to sign the agreement shown above, essentially making you self-employed.

Apparently they got stung by a contractor who closed his company to avoid some contractual obligation, and this is their solution.

[ladymuck]

Maybe pop a review up on Off Payroll as they currently only have one positive review that's a year old. Won't help you sort out the clause but it's good to warn others.

https://www.offpayroll.org.uk/agents...k%20Consulting

[Lance]

I take it the end client is public sector?
Looks like Redrock are basically allowing public sector clients to still get outside IR35 contractors.

The individual part of this agreement only makes sense if the agency think you're going to F them in A by disposing of the company.
The transfer of liability is likely not enforceable for all those clauses but could become a headache.
It's certainly not usual.

I agree with Perfect Storm. Make sure the end client is aware, and push the agency hard. It might get you nowhere as HR/procurement might have made their mind up. At that stage you'll need to accept it or walk.

In reality this is unlikely to ever be a problem. The agency are just being ultra nervous.
To be very clear. The limited liability that a company provides is around your protection from creditors if it goes pear-shaped. So for almost all of us it offers no real protection as we don't borrow money.