Having looked through previous posts, I haven't been able to find any other examples of this.
In order to contract with an end client, the agency wants me to sign a separate document (consultancy agreement) as an individual, and not as a limited company director. For the most part, it reaffirms the terms under which the limited company will operate with respect to providing services to the end client, but it also contains the following interesting clauses:
Note that the agency is the Client in this agreement.
The explanation I've had from the agency for this agreement has been less than satisfactory. I've also spoken to the end client and they know nothing about it, only being aware of the contract between themselves and the agency. I've tried contacting the usual legal companies advertised on here, but they will only offer IR35 assessments. This needs a more specialised legal opinion, so if anyone has any recommendations please let me know.
For what it's worth, I've worked for the end client before and they know me well. They introduced this agency as a result of the IR35 changes that were due to go live in April this year.
The lack of threads on this subject suggests this is something specific to this agency. In many years of contracting, I've never seen anything like this before that seeks to circumvent the limited company contractual position and seek personal guarantees from the contractor.
In order to contract with an end client, the agency wants me to sign a separate document (consultancy agreement) as an individual, and not as a limited company director. For the most part, it reaffirms the terms under which the limited company will operate with respect to providing services to the end client, but it also contains the following interesting clauses:
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.
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.
The explanation I've had from the agency for this agreement has been less than satisfactory. I've also spoken to the end client and they know nothing about it, only being aware of the contract between themselves and the agency. I've tried contacting the usual legal companies advertised on here, but they will only offer IR35 assessments. This needs a more specialised legal opinion, so if anyone has any recommendations please let me know.
For what it's worth, I've worked for the end client before and they know me well. They introduced this agency as a result of the IR35 changes that were due to go live in April this year.
The lack of threads on this subject suggests this is something specific to this agency. In many years of contracting, I've never seen anything like this before that seeks to circumvent the limited company contractual position and seek personal guarantees from the contractor.
Comment