Hi,
I'm considering a new contract - a standard professional service contract, with my limited company contracted through an agency, for supply of services to an end client. All seems fine, with the exception of one clause in the contract:
"[The Agency's client] is the client or customer of [my limited company] for all purposes in relation to the Project and the performance of the Services."
Although the contract is between the agency and my ltd co, this seems to creates a contractual relationship between the end client and my ltd co. The agency assure me that this is not the intention of the clause, and that no such relationship will exist... but surely the clause means that it will?
I can see why they've done this - the next clause goes on to deal with my company's obligations to their client as per the Contract (Third Parties) Act 1999, but I've never seen a clause like this in 8 years of contracting.
They refuse to change it to properly reflect their intention. Apart from being an inaccurate portrayal of the business relationships involved (which is bad enough), does anyone know what potential implications this might have, legally, tax wise or other? I'm very reluctant to walk away from what is a fantastic opportunity, and I don't want to be unnecessarily pedantic but this feels fairly fundamental... I could hold my nose and jump in, but equally there's no urgency to take on a new role... any advice welcome!
Thanks
AP
I'm considering a new contract - a standard professional service contract, with my limited company contracted through an agency, for supply of services to an end client. All seems fine, with the exception of one clause in the contract:
"[The Agency's client] is the client or customer of [my limited company] for all purposes in relation to the Project and the performance of the Services."
Although the contract is between the agency and my ltd co, this seems to creates a contractual relationship between the end client and my ltd co. The agency assure me that this is not the intention of the clause, and that no such relationship will exist... but surely the clause means that it will?
I can see why they've done this - the next clause goes on to deal with my company's obligations to their client as per the Contract (Third Parties) Act 1999, but I've never seen a clause like this in 8 years of contracting.
They refuse to change it to properly reflect their intention. Apart from being an inaccurate portrayal of the business relationships involved (which is bad enough), does anyone know what potential implications this might have, legally, tax wise or other? I'm very reluctant to walk away from what is a fantastic opportunity, and I don't want to be unnecessarily pedantic but this feels fairly fundamental... I could hold my nose and jump in, but equally there's no urgency to take on a new role... any advice welcome!
Thanks
AP
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