"Contract Duration: TBC"

[3dlee]

Hi Contractor UK,

This is my first time posting here. I've had a look through the forums (and the web) for a similar question but I can't seem to find anything.

I operate as an independent contractor (ltd) providing engineering design services. Over the last couple of weeks I have negotiated and agreed terms for a new contract. I have agreed details regarding Services, Rate, Location etc. The contract is with an agency but I do have a requested start date from the end client. I have received a contract for my review and all being well, my signature.

Having reviewed the contract, I am happy with all details except the section regarding contract duration. Verbally I have agreed to join a project that requires my services for a projected 6 months but the end client expects this to be longer.

The contract I have received simply states "Contract Duration: TBC". Expecting an initial 6 month contract and later renewal if required, I queried this with the agent who suggested signing and returning this copy, and later obtaining written confirmation of duration as agreeing the change with the end client and sending me a new copy would push back the start date that the end client desires.

I would be grateful if anybody here has any insight on this before I make my next move.

Would written confirmation separate from the contract itself be binding?

Is this an issue from an IR35 perspective?

What could I potentially be leaving myself open if for whatever reason I don't immediately receive the written confirmation.

My plan right now is to request a revised contract with this detail fixed regardless of the impact on the start date. It would be a day or two later at the worst, hence my confusion with the agents reluctance.

Thanks for reading.

[jamesbrown]

The short answer is to have your contract reviewed by a professional for IR35 (and for business terms if you aren't sure about those) before you sign anything, and make sure you also understand the critical importance of working practices. If you search this site, you'll find a number of options for contract reviews. Otherwise, you may get a few answers to your specific questions (not necessarily correct ones mind ) but find the contract falls down in other areas.

[SueEllen]

Would written confirmation separate from the contract itself be binding?

Is this an issue from an IR35 perspective?
.

We can give you answers to your questions but without seeing the full contract they are useless.

Also your contract is only as long as your notice period and that's if you behave yourself.

[SimonMac]

A contract is only as long as the notice period anyway, no biggie IMHO

[Wanderer]

"Contract Duration: TBC".
Is this an issue from an IR35 perspective?

I think it might because of the Mutuality of Obligation. If the contract is a fixed term then you have a better case for arguing that there was no intention to create an employee type relationship. If it's a rolling contract then that could be problematic. You should get a professional review of the contract.

Any contract is only ever as long as your notice period. (and not even that if you believe what some people here say).

[TheFaQQer]

A contract is only as long as the notice period anyway, no biggie IMHO

Unless there is a clause which gives them the right to terminate immediately for negligence. I had one include a clause which said that they could terminate if they weren't satisfied, without any definition of what that actually meant.

When they ran out of money, they said they weren't satisfied, and terminated immediately

[northernladuk]

I think it might because of the Mutuality of Obligation. If the contract is a fixed term then you have a better case for arguing that there was no intention to create an employee type relationship. If it's a rolling contract then that could be problematic. You should get a professional review of the contract.

Any contract is only ever as long as your notice period. (and not even that if you believe what some people here say).

Oh the notice period will stand... question is if you will get paid while on it and nothing to do

[Jessica@WhiteFieldTax]

Although the notice period, as others have said, be the definer legally, my feeling is that evidence linking the duration of the contract to the project length is always good from an IR35 perspective - it helps to distinguish between the clients own pool of labour and contractors brought in for a set task.

If you can get some evidence, in writing, to say the contract length is in practical terms tied to the project length / milestones then I think that would be of assistance to you.

Ideally that would all be in the contract schedule along with a detailed set of tasks, deliverables, milestones and payment schedule against completed tasks - alas the world is often not ideal.

[northernladuk]

Having an open ended contract isn't as bad as for IR35 as it sounds. You are there doing work as it is available. When there is no work it ends. Notice can be served by either party and you leave. As long as it is the single piece of work as defined in the schedule accompanying the contract then there MoS, RoS and D&C are all taken care of. The fact the client doesn't know when the piece of work is going to end really isn't much of an indicator of employment, more bad planning.

I would, however, attempt to get something in. The client may not want to put one in too early as you may not renew so try go for a long contract with a shorter notice period. That way the understanding is you will do the work until it is finished and then serve notice. The actual length of the contract is meaningless but at least you have an end date if HMRC want to get funny.
You could even try for a clause saying period of 1 year or until the work is complete to satisfaction of the client and which point the contract will terminate... or something like that. Could turn out to be a good thing for IR35 as you are demonstrating some risk/flexibility that permies are safe from.


The important bit however is to make absolutely sure the work you are being brought in to do is well defined and specific and you stick to it. You start doing other jobs for the client with an open end then D&C comes in, MoO exists and you couldn't look any more like an employee.

[Contreras]

Hi Contractor UK,

This is my first time posting here. I've had a look through the forums (and the web) for a similar question but I can't seem to find anything.

I operate as an independent contractor (ltd) providing engineering design services. Over the last couple of weeks I have negotiated and agreed terms for a new contract. I have agreed details regarding Services, Rate, Location etc. The contract is with an agency but I do have a requested start date from the end client. I have received a contract for my review and all being well, my signature.

Having reviewed the contract, I am happy with all details except the section regarding contract duration. Verbally I have agreed to join a project that requires my services for a projected 6 months but the end client expects this to be longer.

The contract I have received simply states "Contract Duration: TBC". Expecting an initial 6 month contract and later renewal if required, I queried this with the agent who suggested signing and returning this copy, and later obtaining written confirmation of duration as agreeing the change with the end client and sending me a new copy would push back the start date that the end client desires.

I would be grateful if anybody here has any insight on this before I make my next move.

Would written confirmation separate from the contract itself be binding?

Is this an issue from an IR35 perspective?

What could I potentially be leaving myself open if for whatever reason I don't immediately receive the written confirmation.

My plan right now is to request a revised contract with this detail fixed regardless of the impact on the start date. It would be a day or two later at the worst, hence my confusion with the agents reluctance.

Thanks for reading.

If you bothered to get an IR35 contract review then the suggested amendments would include a named project and an anticipated end date.

If the agent puts up much of a fight then I'd be concerned but as it is it sounds just plain laziness. All they need to do is update the contract schedule with information provided by the client.

If you mention there will be a week's delay before signing - as you'll need to get it professionally reviewed due to the lack of an end date (or anything else you're not happy with) - then you can expect the requested edits to come more easily.