Contract clause for client services, possible to go direct ?

**LisaContractorUmbrella** · 8 July 2011, 08:59

Originally posted by coxsox View Post

Hi,

I currently have a contract through an recruitment agency that is with a 3rd party supplier. This supplier has placed me on a customer site for the complete length of the contract, so in effect I feel like I work for the customer, although my contract states the client is the 3rd party.

Anyway I am thinking of not renewing my contract with the 3rd party and contracting direct to the customer. Now there are normally clauses in contracts to prevent this sort of thing happening, however I have checked my contract and it states you cannot do this with the client stated in the contract, which in this case is the 3rd party here, not the customer.

Here is the clause……

The Company shall, and shall procure that the Representative shall either directly or indirectly (whether under a contract of service or contract for services or through any third party) provide any services to the Client in any capacity except by contract through us……

So does is sound legally viable to not renew with the 3rd party and go direct (through another agency) to the customer, obviously this is for better terms etc.

Thanks lot.

C

Sorry but no

**Hex** · 8 July 2011, 09:04

Originally posted by coxsox View Post

Hi,

I currently have a contract through an recruitment agency that is with a 3rd party supplier. This supplier has placed me on a customer site for the complete length of the contract, so in effect I feel like I work for the customer, although my contract states the client is the 3rd party.

Anyway I am thinking of not renewing my contract with the 3rd party and contracting direct to the customer. Now there are normally clauses in contracts to prevent this sort of thing happening, however I have checked my contract and it states you cannot do this with the client stated in the contract, which in this case is the 3rd party here, not the customer.

Here is the clause……

The Company shall, and shall procure that the Representative shall either directly or indirectly (whether under a contract of service or contract for services or through any third party) provide any services to the Client in any capacity except by contract through us……

So does is sound legally viable to not renew with the 3rd party and go direct (through another agency) to the customer, obviously this is for better terms etc.

Thanks lot.

C

On the information you give it looks like you're OK. You won't be working for "the Client" you'll be working for "the Client's" Client. It might be worth asking a lawyer for a professional opinion though.

**Hex** · 8 July 2011, 09:06

Originally posted by LisaContractorUmbrella View Post

Sorry but no

Why?

**northernladuk** · 8 July 2011, 09:19

Originally posted by LisaContractorUmbrella View Post

Sorry but no

Very short and very to the point.

Thing is the clients use an agent for a reason. Many of them don't want to be bothered trying to resource contractors directly so really isn't your choice, it depends on the clients process. Also even though the contract says you can approach the client direct the client could quite possible not want to touch you just so he doesn't get in a fight with the people in the chain as it isn't good business poaching resources. Could shoot yourself in the foot if you do this and no one wants to touch you for making waves.

**Hex** · 8 July 2011, 09:43

Originally posted by northernladuk View Post

Very short and very to the point.

Thing is the clients use an agent for a reason. Many of them don't want to be bothered trying to resource contractors directly so really isn't your choice, it depends on the clients process. Also even though the contract says you can approach the client direct the client could quite possible not want to touch you just so he doesn't get in a fight with the people in the chain as it isn't good business poaching resources. Could shoot yourself in the foot if you do this and no one wants to touch you for making waves.

He's not talking about going direct. He's talking about working through an agency where that agency will contract him to the place he is working now (i.e. 3 companies in the chain), rather than going through agency, supplier, end client (4 companies in the chain).

**LisaContractorUmbrella** · 8 July 2011, 10:08

OK re-read the OP - if the contract states the name of the 3rd party supplier and not the end client and they are not parent company or otherwise associated with the client then it may be possible but I would be really surprised if the agency or 3rd party supplier had left themselves so exposed

**Hex** · 8 July 2011, 10:18

Originally posted by LisaContractorUmbrella View Post

OK re-read the OP - if the contract states the name of the 3rd party supplier and not the end client and they are not parent company or otherwise associated with the client then it may be possible but I would be really surprised if the agency or 3rd party supplier had left themselves so exposed

From the information the OP has posted so far it would suggest that it is possible. Perhaps the OP could post the entire clause that they posted a fragment of and that would clarify, but I would have thought that if any of the rest of the clause had relevance they would have posted it in the first place.

I'm also not sure how the agency would protect against this. If they put a clause in saying you won't work for your Client or your Client's Client or your Client's Client's Client etc. this very quickly becomes restraint of trade surely.

I think it's more likely that the 3rd party supplier will have a contract with the "end client" which says the "end client" can't take staff on direct. So the OP could try it but the "end client" may well have their hands tied.

**LisaContractorUmbrella** · 8 July 2011, 10:53

Originally posted by Hex View Post

From the information the OP has posted so far it would suggest that it is possible. Perhaps the OP could post the entire clause that they posted a fragment of and that would clarify, but I would have thought that if any of the rest of the clause had relevance they would have posted it in the first place.

I'm also not sure how the agency would protect against this. If they put a clause in saying you won't work for your Client or your Client's Client or your Client's Client's Client etc. this very quickly becomes restraint of trade surely.

I think it's more likely that the 3rd party supplier will have a contract with the "end client" which says the "end client" can't take staff on direct. So the OP could try it but the "end client" may well have their hands tied.

Yep I think you could well be right Hex

**northernladuk** · 8 July 2011, 11:39

It is obviously useful to understand the contract but unless someone wants to take it legal it is just a piece of paper. Even if you do sort that side of it out there is still the problem of who you piss off doing this and how far they will go to cause trouble. I would have thought you are more likely to get into a big slanging match with someone mentioning legal issues to the client who will then walk away from you rather than get involved?

I unknowingly applied for a position with two agents and they kicked up such a fuss when they found out I am sure the client dropped me so as not be involved. There has been threads on here with other people in similar situations. Somethings just are not worth the clients time and fighting battles over contractors is normally one of them.

Could be worth trying a negotiation approach although that will be difficult with so many in a chain.

Contract clause for client services, possible to go direct ?