Immutable contracts - Agencies that will not allow modifications

[TransitTrucker]

Or tell the client you want to work with them but the agency is making it impossbible for you to do so...

Nice one. Should work when the agency isn't "in bed" with the client. Large agencies, as the one I am dealing with, sometimes have offices in the clients HQ and are "embedded". They present me as the "difficulty". Of course, the client is blissfully unware of the true nature of the dispute, hasn't read the agency-contractor agreement and cares even less.

[TransitTrucker]

Nope. Give us a hint. Other people here may have done business with the agency and can advise you on what to do.

Did you have the contract reviewed by one of the usual reviewers like QDOS etc? Do they agree with your contention that the contract is contradictory and poorly drafted?

As malvolio says, tell the agency that you are going to have a talk with the client and tell them that the agency are a shower of tulip and you are having trouble agreeing terms. This will put a rocket up the agency because they won't want you badmouthing them to the client but that's business. Definitely use this as an opening shot to force the agency into reasonable behaviour before you do it though. The implication is that he client will then be less likely to do business with that agency in future.

You could also find out which agencies the client has on it's preferred suppliers list. If you are already registered with one of those agencies then you may be able to get that agency to put you forward for the gig and see what happens. Might cause all manner of tulip to hit the fan but if you are walking away from the gig then it's worth a try.

This agency is embedded in the client's HQ. Talking to the agency is like talking to the client's HR department. They are the sole provided of contract staff in this instance.

[TransitTrucker]

They are not willing to spoil it as many contractors will sign up to them without question. If they don't they get someone else that will, no loss to them or the client. It isn't a fault. They have a contract that they have had checked by a lawyer (or believe they have) and they are not willing to change it which could introduce risk as they don't know enough about the changes. Agencies don't tend to have legal teams hence them being inflexible.

I do find it a little hard to believe that one contract can be guilty of all that if they do have the teams you mentioned though......

Exactly what are you wanting changing though? Is it something like notice or is it something IR35 related? One they are more likely to change than the other? WOuld be interesting to see what QDOS says as well.

What needs changing:

o - The schedule contradicts the main contract (the contract talks about notice periods and the schedule says that you can be dismissed without reason immediately);
o - The contract has a clause that says the contractor (personally) and the contractor's company will indemnify the agency and the client to any costs however they are caused and however they are incurred. The work involves multi-million pound developments involving off-shore developers who you could suddenly become responsible for financially;



o - Some clauses are simply grammatically incorrect and unintelligible;
o - There are spelling mistakes;
o - IR35 oddities such as needing "consent" to take leave as opposed to merely giving notice of leave;
o - It looks like a complete amateur wrote it and it has then been modified on a word by word basis over 10 years and has never been checked by a "real" legal expert;

[cojak]

I realise that the legal situation hence my question. I was looking for other solutions.

When the day comes that all agency contracts are immutable (and unacceptable) your choice is then to leave contracting or risk your house. Your indemnity insurance won't cover you if you accept "additional risk". It will say this in the policy. By signing a contract that say indemnifies the agency against all eventualities, you accept additional risk. You are no longer insured. We seem to be moving steadily towards this situation. Your house, your savings and your future livelihood are put at risk.

In the past, I have been able to convince agencies that it is unreasonable for me to indemnify them against all eventualities but now I am told I will do so or I can walk.

I see.

Can we take it that you have PII? Most posters on here do and that keeps most agencies happy.

And from the other thread that I linked there's always this:

......that any clause added which asks them to indemnify the agency against something over which they have no control will be legally unenforceable - advise them to amend the indemnity clause - "xyz Ltd will indemnify agency x against any loss agency x may suffer save for any act or omission by agency x or it clients "

[d000hg]

As malvolio says, tell the agency that you are going to have a talk with the client and tell them that the agency are a shower of tulip and you are having trouble agreeing terms. This will put a rocket up the agency because they won't want you badmouthing them to the client but that's business. Definitely use this as an opening shot to force the agency into reasonable behaviour before you do it though.

The only issue there is of you warn the agency, they might get to the client first and tell them you aren't a good fit, are a trouble-maker, etc.


Can you post any sections that demonstrate the contract to be as bad as you say?

[CheeseSlice]

I see.

Can we take it that you have PPI?

did you mean PII - professional indemnity insurance ?

[cojak]

did you mean PII - professional indemnity insurance ?

Oops! thick fingers and not noticing! Thanks CS..

[TheFaQQer]

When the day comes that all agency contracts are immutable (and unacceptable) your choice is then to leave contracting or risk your house. Your indemnity insurance won't cover you if you accept "additional risk". It will say this in the policy. By signing a contract that say indemnifies the agency against all eventualities, you accept additional risk. You are no longer insured. We seem to be moving steadily towards this situation. Your house, your savings and your future livelihood are put at risk.

No they aren't.

What does the "Limited" in your company name mean

[TransitTrucker]

I see.

Can we take it that you have PII? Most posters on here do and that keeps most agencies happy.

And from the other thread that I linked there's always this:

Yep, I have PII. However, if I accept a contract that places the insurer at more risk than was declared in my appliction it is null and void. I hate to think how many contractors are out there that have voided insurance because they didn't read the contract.

Unenforceable: That is a good word. However, you could lose your house and home simply arguing in court about the enforceability of a contract clause.

[TransitTrucker]

No they aren't.

What does the "Limited" in your company name mean

The clever 'soandsos' wording in the "indemnify the world" clause says the contractor (that's me) and his company (that's my ltd company) will indemnify. In other words, they can come after me directly!

Check the wording in your contract in case you have a similarly worded clause. Not many contractors are checking their contracts to this level of detail. Not many external bodies check the absolute detail to this level.