I'm about to sign a contract for a short gig. Tehre will most likely be some more work coming fromthe same client after this one so I would like to get the contract right for this one at the start.
Theres a few clauses that I'm either not happy with at all and am going to ask them to remove altogether but there's a couple I would like some advice on. Don't want to ask for clauses that seem pretty standard to be removed as well and end up asking too much.
This is not the whole contract - I've pasted and renumbered:
And no the agency's real name is not Acme
1 Acme reserves the right to refuse or withhold payment if it has not recovered the fee from the Client or if the Intermediary terminates this Agreement without completing the agreed services Services to Acme or the Client’s satisfaction.
2 NON-SOLICITATION
For the duration of this Agreement and for 12 months after its termination, the Intermediary shall not and shall ensure that the Worker shall not:
a. solicit, interfere with or endeavour to entice from the Client any person, firm, employee or company who was at any time during the period of this
Agreement an employee, client or customer of the Client; and
b.solicit additional or further work from the Client with the intention of performing services for the Client otherwise than directly through Acme.
3 The Intermediary will have the right to substitute the Worker providing the
Services on its behalf. Acme or the Client will have the right to refuse to accept any substitue they deem in their reasonable opinion to be unsuitable owing to a lack of qualifications or experience.
4 In the event of a claim being made which relates to the Services, Acme will seek to recover from the Intermediary all of the amounts paid to third parties in relation to such claim to the extent that it relates to the Services.
5 The Intermediary accepts unlimited liability for any loss to Acme and the Client arising from fraud or dishonesty on the part of its directors, Worker or staff during the performance of the Services.
6 The Intermediary shall perform the Services with due skill and care. In the
event that Acme or the Client is dissatisfied with the Services, the Intermediary shall at its own expense remedy the dissatisfaction to Acme or the Client’s satisfaction when reasonably possible.
1 I am not happy with. It's no concern of mine if they haven't received payment from the client (I'm not opting out) so that part must go but I'm also not happy about them withholding payment if they deem the work not completed to their satisfaction.
2 is ok except that as I'm not opting out it's not valid. Do I point that out or just leave it in and ignore it?
Is 3 a standard substitution clause? Is it normal for the client to have a veto on who I send?
What if they just veto anyone other than me? Will that leave me open to be a deemed employee?
4 is just vague. What claim are they referring to and who are these 3rd parties?
5 I just don't like because of the unlimited liability but since it's against my Ltd Co that won't amount to much.
6 I don't like as it leave me open to working continuously to fix something that could caused by the client or be no fault of mine.
Any comments or suggestions?
Oh and the agency very kindly attached a detailed opt out form for me to sign even though that is not possible for reasons you well know *sigh*
K
Theres a few clauses that I'm either not happy with at all and am going to ask them to remove altogether but there's a couple I would like some advice on. Don't want to ask for clauses that seem pretty standard to be removed as well and end up asking too much.
This is not the whole contract - I've pasted and renumbered:
And no the agency's real name is not Acme
1 Acme reserves the right to refuse or withhold payment if it has not recovered the fee from the Client or if the Intermediary terminates this Agreement without completing the agreed services Services to Acme or the Client’s satisfaction.
2 NON-SOLICITATION
For the duration of this Agreement and for 12 months after its termination, the Intermediary shall not and shall ensure that the Worker shall not:
a. solicit, interfere with or endeavour to entice from the Client any person, firm, employee or company who was at any time during the period of this
Agreement an employee, client or customer of the Client; and
b.solicit additional or further work from the Client with the intention of performing services for the Client otherwise than directly through Acme.
3 The Intermediary will have the right to substitute the Worker providing the
Services on its behalf. Acme or the Client will have the right to refuse to accept any substitue they deem in their reasonable opinion to be unsuitable owing to a lack of qualifications or experience.
4 In the event of a claim being made which relates to the Services, Acme will seek to recover from the Intermediary all of the amounts paid to third parties in relation to such claim to the extent that it relates to the Services.
5 The Intermediary accepts unlimited liability for any loss to Acme and the Client arising from fraud or dishonesty on the part of its directors, Worker or staff during the performance of the Services.
6 The Intermediary shall perform the Services with due skill and care. In the
event that Acme or the Client is dissatisfied with the Services, the Intermediary shall at its own expense remedy the dissatisfaction to Acme or the Client’s satisfaction when reasonably possible.
1 I am not happy with. It's no concern of mine if they haven't received payment from the client (I'm not opting out) so that part must go but I'm also not happy about them withholding payment if they deem the work not completed to their satisfaction.
2 is ok except that as I'm not opting out it's not valid. Do I point that out or just leave it in and ignore it?
Is 3 a standard substitution clause? Is it normal for the client to have a veto on who I send?
What if they just veto anyone other than me? Will that leave me open to be a deemed employee?
4 is just vague. What claim are they referring to and who are these 3rd parties?
5 I just don't like because of the unlimited liability but since it's against my Ltd Co that won't amount to much.
6 I don't like as it leave me open to working continuously to fix something that could caused by the client or be no fault of mine.
Any comments or suggestions?
Oh and the agency very kindly attached a detailed opt out form for me to sign even though that is not possible for reasons you well know *sigh*
K
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