"Terms of Engagement" vs "Contract" ?

[SueEllen]

There is no "main contract", that is, there issues no other contract between my ltd company and the agency. There is only ToE and Schedule, the ToE itself has clause saying that ToE and Schedule constitutes agreement between the supplier and the agency. So ToE IS the contract, and they do not want to sign it.

It just makes me uneasy because of their refusal - if it IS a contract and the signature does not make a difference, why not just sign and the end of story.... so not wanting to sign is strange.

I hope the client will sort it out. Thank you on all your replies.

A few agencies actually refuse to sign contracts believing if they don't sign a physical document they cannot be held by an English court as agreeing to it.

However once they have paid the first invoice or show other ways of agreeing to the agreement, they can clearly be held to the last contract document that was negotiated.

So as long as I'm happy with the contract terms and have proof that the agency would have highly likely received the contract I don't stress about them not signing it.

Write on the document that it has been sent back by registered delivery then send the documents back by registered delivery and keep the slip attached to your copy of the document. An email trail and the slip is enough to argue in a court what's are final contract terms agreed.

Also some agents like people are stupid and simply don't understand what is considered a contract in law. So they may actually believe the documents aren't a legally binding contract on their side.