What's the importance of this clause ? Please help

**LondonManc** · 13 October 2015, 17:53

Originally posted by platforminc View Post

Hi all.

I got myself a direct gig with a company so no agencies etc. When I reviewed my contract i found it treated me like an employee and didn't have the 3 key tests such as right of substitution etc.

Spoke to them and they are ready to change it however the clause below is one they are it going to budge on. The contract they have come up with makes me appear like I'm providing personnel. I asked them to include the clause below

2.******Client shall have no right to, nor shall seek to, exercise any direction, control, or supervision over the Consultant in the provision of the services. The Consultant shall endeavour to co-operate with client reasonable requests within the scope of the services, however it is acknowledged that the Consultant shall have autonomy over their working methods

What's the implication of this.

Thanks in advance

In the quiet words of the Virgin Mary, come again?

**DannyF1966** · 13 October 2015, 17:57

Originally posted by platforminc View Post

2.******Client shall have no right to, nor shall seek to, exercise any direction, control, or supervision over the Consultant in the provision of the services. The Consultant shall endeavour to co-operate with client reasonable requests within the scope of the services, however it is acknowledged that the Consultant shall have autonomy over their working methods

What's the implication of this.

Sounds like a pretty good clause to have in your contract. It means that as long as you do what they ask of you, they don't care how you go about doing it. In fact it's even better than that because they're only asking that you do your best to do what they want, rather than saying you must deliver xyz and won't get paid until you do.

Clauses like this put you well outside of IR35 and "disguised employee" territory and firmly into "independent contractor".

Of course the actual working practices will play a part as well, but having this in writing great, in my opinion.

**northernladuk** · 13 October 2015, 18:38

Yep looks pretty good as long as the working practices are the same.

Either way make sure you get your contract checked by the likes of QDOS first.

**platforminc** · 13 October 2015, 22:27

Thanks all.

They are refusing to add the clause above to the contract as they fear I would just go on a tangent and do what I like... find this strange

I checked a friends contract and he has the clause below on his contract. Is this IR35 friendly as well ?

To co-operate with the Client’s staff and accept the reasonable direction of any person in the Client’s organisation to whom it is required to report and comply with all reasonable and lawful instructions within the scope of the Assignment made by the Client. Nothing in this provision will affect the reasonable autonomy of the Contractor or it’s Representative in relation to determining the method of performance of the services.

**northernladuk** · 13 October 2015, 23:19

Oh hang on. I read this wrong. I thought it was already in. Yeah I can't imagine they would want to add it
I've never seen anything like it and I can see why they won't have it in. Id be surprised if they let the second one either. Speak to QDOS. They are contract specialists so take some advice from them rather than grabbing straws. I don't think any clause like this really helps as much as you think it will. QDOS will review the contract and advise what you need in and what you don't. They can also speak to the client on your behalf.

Remember also in all this working practices trump the contract anyway so even if you do get a watered down version in, it won't matter if the practices are different.

**jamesbrown** · 14 October 2015, 00:46

Originally posted by platforminc View Post

Thanks all.

They are refusing to add the clause above to the contract as they fear I would just go on a tangent and do what I like... find this strange

I checked a friends contract and he has the clause below on his contract. Is this IR35 friendly as well ?

To co-operate with the Client’s staff and accept the reasonable direction of any person in the Client’s organisation to whom it is required to report and comply with all reasonable and lawful instructions within the scope of the Assignment made by the Client. Nothing in this provision will affect the reasonable autonomy of the Contractor or it’s Representative in relation to determining the method of performance of the services.

I could give you my opinion (I wouldn't accept the clause above) but, much better, send your contract to a professional reviewer and have them give you their expert opinion; some reviewers will also negotiate with your client and explain to them why particular changes are important.

**LisaContractorUmbrella** · 14 October 2015, 06:40

What are you going to be doing? What's the role? Is the reality of the situation that you will be working autonomously? Could you realistically provide a substitute?

Think about it - if you ran your own business and were paying someone to do some work for you, would you want to relinquish any right of direction? (And this people is the problem with the new T&S and IR35 proposals incidentally)

**platforminc** · 14 October 2015, 07:29

I had the contact reviewed by qdos and they suggested the autonomy clause at the top be added to the contract. Not the one that is in my mates contract.

Now the client is refusing to add the clause. So for clarity I already had it reviewed by qdos and they suggested the clause. Just came here to check on opinions.

Thanks.

**TheFaQQer** · 14 October 2015, 08:23

Originally posted by platforminc View Post

They are refusing to add the clause above to the contract as they fear I would just go on a tangent and do what I like... find this strange

According to the clause, you could.

What's the importance of this clause ? Please help