new user and ....first contract ever

[flavios]

Hello everyone,

this is my first post over here as I am going, maybe, to sign my first contract after long perm experience.

As this would be my first contract I am scrupulously reading each paragraph in order to understand if something doesn't look right and, here I noticed this part:

The Term may be extended by agreement in writing between the parties and this Agreement shall apply to such
extensions.
b) During the first two weeks of the Term (‘Probationary Period’) Company IT may give the Consultant 2 days Notice to
terminate this Agreement.
c) Company IT reserves the right to terminate this Agreement forthwith without Notice if at any time during the Term, the
Consultant is unacceptable (or is unable to provide an Individual Consultant) that is acceptable) to both Company IT
and the Client.
d) After the expiry of the Probationary Period either party may give notice to the other in line with the Notice Period.
e) The Notice Period shall be worked in full and the Consultant shall not be permitted to take any holiday or any other
unauthorised absence during that time.
f) Save as otherwise expressly provided for in this Agreement if the Consultant fails to fulfil any Notice Period, or the
Client proves to Company IT’s satisfaction that the services of the Consultant and/or the Individual Consultant are
unsatisfactory, or if Company IT deems that the Consultant’s attitude or demeanour is in breach of the appropriate
working terms and conditions of the Client, or is prejudicial to the interests of Company IT or the Client during the
Term, then Company IT reserves the right to terminate this Agreement forthwith and withhold the payment of any
outstanding Fees pending an assessment of Company IT’s loss. Company IT shall not be liable for any Fees from the
date of the Notice received from the Client regarding the unsatisfactory services to termination of this Agreement.*
Company IT reserves the right to offset any losses sustained as a result of the Consultant or the Individual
Consultant’s actions, breach or unsatisfactory performance against any Fees due to the Consultant
g) Notwithstanding anything herein contained Company IT shall be entitled to terminate this Agreement by Notice to the
Consultant if the Consultant commits or allows to be committed any breach of any terms of this Agreement and fails
to remedy any such breach within 7 days after Notice has been given by Company IT to the Consultant requiring
remedy of the same.
h) We may terminate this Agreement forthwith by Notice if the Client Contract expires or is terminated for any reason.

especially the point H seems really unfair ...basically they can quit without any notice time (just a reason) whenever they want.

From your experience, is it normal this kind of stuff in contracting?

Thanks!

[SueEllen]

You need to pay someone to review your contract like QDOS. On the forum we are just members of the public who maybe happen to be contractors, accountants or both so our advice is worthless.

[CatOnMat]

You need to pay someone to review your contract like QDOS. On the forum we are just members of the public who maybe happen to be contractors, accountants or both so our advice is worthless.

+1, although I would say to OP that if what you’re looking at is the contract between your Ltd and 3rd party agency you may well have quite a bit of leeway to amend or remove clauses which you’re not happy with.

On recent contracts I have done this with various clauses which were attempting to get me to agree to do things from tell the agency by 8am every day if I was going to be absent or even just late, to agreeing that they would be paid a referral fee if I got a similar role in same industry during the original contract term or 6 months after. All this in what they claimed was “the standard contract that no-one else had ever pushed back on”. In each case I pushed back expecting an argument and found none whatsoever - if anything I sometimes got “oh yeah I thought you might be wanting that removed”.

I think it’s actually a fairly strong position at that point of the process as if client co want you to start the agency will not want to jeopardise their fee for the sake of something which isn’t particularly central to their business/margin - although just IMHO of course.

Having a formal review of the contract also helps as a lot of these things can make or break IR35 compliance so you’d be able to quote the reviewer to back up your position.

[northernladuk]

especially the point H seems really unfair ...basically they can quit without any notice time (just a reason) whenever they want.
!

Not whenever they want. If the client contract ends.

Doesnt make one bit of difference. If the client doesn't offer you work you don't get paid so you can be instantly terminated any way.

[washed up contractor]

Hello everyone,

this is my first post over here as I am going, maybe, to sign my first contract after long perm experience.

As this would be my first contract I am scrupulously reading each paragraph in order to understand if something doesn't look right and, here I noticed this part:



especially the point H seems really unfair ...basically they can quit without any notice time (just a reason) whenever they want.

From your experience, is it normal this kind of stuff in contracting?

Thanks!

Get into the habit of having your contract professionally reviewed. Unless you are legally qualified or used to dealing with contract wording, no amount of self study will be good enough.

[mudskipper]

"h) We may terminate this Agreement forthwith by Notice if the Client Contract expires or is terminated for any reason."

What notice? As others have said, it's worth spending a few quid on an expert review.

[SueEllen]

Get into the habit of having your contract professionally reviewed. Unless you are legally qualified or used to dealing with contract wording, no amount of self study will be good enough.

I hear an echo

[mattfx]

Your contract is with the agent, they also have a contract with ClientCo. Point H is saying that if ClientCo terminate their contract with the agent, then the agent may terminate their contract with you immediately. Essentially, if you screw up in such a manner that the client feels it isn't appropriate to have you on site then yeah, your contract can be terminated with immediate effect.

You're a contractor now - you have to have confidence in your skills not to make cock-ups and if you think there's a high risk piece of work, ensure you've done all the necessary due diligence / change control around it, as you and the org you are working at see fit.

Before I make any infrastructure changes at my current gig I always, always put together an implementation plan highlighting risks and backout plans, even if it's for something relatively minor.

Anyway, back to the topic... As already mentioned, doesn't matter how much self study around contract writing you do, it's always best to have them reviewed. If you have a friend who's a legal begal, that would really help.

[northernladuk]

Your contract is with the agent, they also have a contract with ClientCo. Point H is saying that if ClientCo terminate their contract with the agent, then the agent may terminate their contract with you immediately. Essentially, if you screw up in such a manner that the client feels it isn't appropriate to have you on site then yeah, your contract can be terminated with immediate effect. .

Well I believe the two points you make there are both wrong. I don't believe that clause allows you to terminate immediately. It says 'By Notice' so you'd guess that means the notice period discussed elsewhere. That said if there are clauses about no pay without signed timesheet or the agent doesn't have to pay if the client doesn't then it's effective termination anyway.

This isn't about you screwing up. This is the overarching contract between agent and client. You can be terminated by the agent but the overarching contract stays in place. That clause is saying the agreement between client and agent terminates, say 3 months in but you are contracted for 6, they can then terminate you. Nothing to do with performance.

[mattfx]

Well I believe the two points you make there are both wrong. I don't believe that clause allows you to terminate immediately. It says 'By Notice' so you'd guess that means the notice period discussed elsewhere. That said if there are clauses about no pay without signed timesheet or the agent doesn't have to pay if the client doesn't then it's effective termination anyway.

This isn't about you screwing up. This is the overarching contract between agent and client. You can be terminated by the agent but the overarching contract stays in place. That clause is saying the agreement between client and agent terminates, say 3 months in but you are contracted for 6, they can then terminate you. Nothing to do with performance.

Point 1 - Yep - I was incorrect - I said immediately and in fact it say by notice - my bad.

Point 2 - that's pretty much what I said; if the Client terminates their contract with the agent then that clause allows the agent to terminate with OP. My point re; performance was just saying to the OP they have to be confident; Yes I am aware clients can terminate for a number of reasons that aren't performance related, but surely that has to be the most common....?

Just noticed something about probationary period in one of the points now I re-read it... Is that a common clause? I thought that was more of a permie thing.