Addendum vs contract

[Mscott]

Hi,

So I'm starting a new contract and initially the agency has ignored everything we discussed and had to be chased for everything. So far very little new in my experience. However, they use a portal with all their documents and instead of updating the initial contract document, they keep adding a new addendum whenever they finally put in our discussed terms.

What are your thoughts on this? Would you feel comfortable with agreeing to these terms? My concern is with for example a notice period. The contract has a 'contractor is required to finish the project' which I am definitely not comfortable with, while the addendum has a more tolerable 3 days from both parties.

Agency claims this is 'how it's done' which sounds like utter nonsense to me as none of the documents have been signed.

Regardless of the specific terms what do you more experienced contractors think of this?

[northernladuk]

What are your thoughts on this? Would you feel comfortable with agreeing to these terms? My concern is with for example a notice period. The contract has a 'contractor is required to finish the project' which I am definitely not comfortable with, while the addendum has a more tolerable 3 days from both parties.
?

Well if you weren't happy with the original terms and there is an addendum bringing it down to something you are happy with then surely the whole process is working very well for you?

It does sound like a right pain in the arse having a base contract and then any changes are not being reflected directly and just added to supersede the original clause. I must admit but I don't think I'd be overly bothered as long as I get the outcome I want. You only do it once and then move on to earning 10's of K of money so it's a means to an end.

I would be interested to know how you intend to get it checked by QDOS and the like before signing though.

Oh.. BTW.. Notice means absolutely squat in most cases so wouldn't get hung up on that. We've one post going on right now where the contract was given notice and then walked on the same day and it's all there in the contract.. but that's not quite what you were asking.

[fool]

Hi,

So I'm starting a new contract and initially the agency has ignored everything we discussed and had to be chased for everything. So far very little new in my experience. However, they use a portal with all their documents and instead of updating the initial contract document, they keep adding a new addendum whenever they finally put in our discussed terms.

What are your thoughts on this? Would you feel comfortable with agreeing to these terms? My concern is with for example a notice period. The contract has a 'contractor is required to finish the project' which I am definitely not comfortable with, while the addendum has a more tolerable 3 days from both parties.

Agency claims this is 'how it's done' which sounds like utter nonsense to me as none of the documents have been signed.

Regardless of the specific terms what do you more experienced contractors think of this?

I don't think adding addendums matters, and I'd consider that perfectly fine.

However, you should take the contract to QDOS and get it reviewed for IR35 compliance. Including sending it back to QDOS whenever they add or change the contract in either way. This is part of the normal service.

You might also want them to do a generic review and explain what they think the terms are, which I think is a bit of an additional service. Stuff like "no notice period" might be IR35 friendly but something you yourself wouldn't consider, and neither would I.

Obviously you don't need to use QDOS, but anyone you do use should be aware of the contracting market.

Agencys being a bit useless is sometimes par for the course, but typically I'd be more worried about their finances, and wherther they pay their invoices on time.

[fool]

Well if you weren't happy with the original terms and there is an addendum bringing it down to something you are happy with then surely the whole process is working very well for you?

It does sound like a right pain in the arse having a base contract and then any changes are not being reflected directly and just added to supersede the original clause. I must admit but I don't think I'd be overly bothered as long as I get the outcome I want. You only do it once and then move on to earning 10's of K of money so it's a means to an end.

I would be interested to know how you intend to get it checked by QDOS and the like before signing though.

Oh.. BTW.. Notice means absolutely squat in most cases so wouldn't get hung up on that. We've one post going on right now where the contract was given notice and then walked on the same day and it's all there in the contract.. but that's not quite what you were asking.

Expecting to be paid your notice is silly.

However, if you're delivering a project for a client who've sold said project, it's possible they could demonstrate a loss if you skipped your notice period. Personally, I'd be worried about what notice I've agreed to give.

I can't imagine it's actually legal to a) lock you into finshing and b) no end date. Sounds like a bad deal = slavery, but I also wouldn't* sign it because it seems like a headache.

* I'm a bit of a whore, I'd sign it for some amount of money, but not an even remotly normal day rate.

[malvolio]

Expecting to be paid your notice is silly.

However, if you're delivering a project for a client who've sold said project, it's possible they could demonstrate a loss if you skipped your notice period. Personally, I'd be worried about what notice I've agreed to give.

I can't imagine it's actually legal to a) lock you into finshing and b) no end date. Sounds like a bad deal = slavery, but I also wouldn't* sign it because it seems like a headache.

* I'm a bit of a whore, I'd sign it for some amount of money, but not an even remotly normal day rate.

You're a contractor. You are engaged to deliver a piece of work. Your client doesn't want you to bugger off without it being completed. However, they also want to be able to replace you quickly if you prove to be incompetent or if you can't complete the gig for some reason. Or they want to be able to bin you immediately there's no more work to do for whatever reason - perhaps their client pulled the plug. So the asymmetric notice periods are entirely reasonable.

Also, it demonstrates business risk since you can't fire an employee on five minutes warning without an extremely good reason, which means it is another plank in your IR35 defence.

Stop thinking like an employee with rights and start thinking and working like a business. If you want to escape the 2020 changes, that is your only option.

[Mscott]

Thanks for your replies, my worry is me signing a contract with 'contradicting' information and then signing the addendum, perhaps this is my inexperience talking. If you both say this is perfectly fine that eases my worry.

Any idea why the agency wouldn't just update the contract?

Regarding notice period, I'm aware it means squat however having a clause stating I must finish the project is something I am not comfortable with signing as there's too many variables that can prevent me from doing or wanting so.

[northernladuk]

Thanks for your replies, my worry is me signing a contract with 'contradicting' information and then signing the addendum, perhaps this is my inexperience talking. If you both say this is perfectly fine that eases my worry.

This is why you get a specialist to review the contract before you sign it.

Any idea why the agency wouldn't just update the contract?

If it's via a portal I guess it's just part of the tracking process. A baseline is uploaded and then the portal just tracks the addendums & signatures. Much easier to automate rather than having someone re-draft the full contract and re-distribute. It's also possible to add addendums once the contract has started and the process you are using would allow changes to be proposed and signed whilst the original contract is in progress. Might just be overkill for the types of contracts we work on but would be useful for large contracts that can change regularly.

[fool]

You're a contractor. You are engaged to deliver a piece of work. Your client doesn't want you to bugger off without it being completed. However, they also want to be able to replace you quickly if you prove to be incompetent or if you can't complete the gig for some reason. Or they want to be able to bin you immediately there's no more work to do for whatever reason - perhaps their client pulled the plug. So the asymmetric notice periods are entirely reasonable.

Also, it demonstrates business risk since you can't fire an employee on five minutes warning without an extremely good reason, which means it is another plank in your IR35 defence.

Stop thinking like an employee with rights and start thinking and working like a business. If you want to escape the 2020 changes, that is your only option.

The problem with that assessment, is if you had a well defined scope of work, you'd just as well be a proper freelancer delivering on the statement of work and you'd need to go through all the pre-steps to do that.

Clients want contractors because the scope is malleable, which means it's dangerous to sign a contract that states you must complete when you don't entirely know what you're completing.

Suggesting I'm thinking like a permie for that reason is silly.

[man]

My view is that the addendums need to clearly spell out that they supercede the 'master' contract, even if (when) they contradict it (or legalese to this effect anyway). And I'd ensure that the other party has already 'signed' (otherwise you'll be trusting them not to sneakily sign just the 'master' contract and not sign the addendum(s), leaving you with just the original contract agreed).

I normally just ask B&C their view on things like this before signing - the reason I'm with them is that they don't limit their advice to strictly IR35 clauses.

[malvolio]

The problem with that assessment, is if you had a well defined scope of work, you'd just as well be a proper freelancer delivering on the statement of work and you'd need to go through all the pre-steps to do that.

Clients want contractors because the scope is malleable, which means it's dangerous to sign a contract that states you must complete when you don't entirely know what you're completing.

Suggesting I'm thinking like a permie for that reason is silly.

So are you a proper contractor or not?

Some clients may want the scope to be malleable, but that's mainly because they're bad at resource management or want an employee without all the hassle of paying NICs, pension rights, notice and the rest.

I've worked for a long time with contracts that say I am there to deliver a specific end result, be it a migrated datacentre or a service management solution. How I get to do that is up to me. What I won't be doing is taking on the former and delivering the latter, without a clearly written change to cover it.

When you understand that, and that a "proper" contractor wants only to provide an agreed service. then you can criticise those who already do. It is far more important than you seem to realise.

Or go with the flow, and look forward to paying yourself 35% less and no expenses from next year.