How carefully do you read a contract before signing?

[Lance]

I’ve just had a very strange experience with an agency over a problem with their contract. It wasn’t a particularly long or complicated document, and there wasn’t much fine print, but it quite clearly referred to a separate “schedule” document which wasn’t included. I was effectively being asked to sign a contract without being able to read all of it.

When I asked to see the missing part, the agency were stymied. Several people at their end got involved, and it turned out they either couldn’t find it, or weren’t allowed to show it to me, or had to check with their legal team and would get back to me, or were happy to make completely unrelated and useless changes and then ask if that fixed the problem. Of course none of them had the authority (or the ability) to actually fix the actual problem.

In the end, somebody managed to get permission to make a small change which didn’t remove the references to the missing section but instead declared that they should be ignored. It emerged that none of the agency’s staff, including their legal team, had ever read their own contract carefully enough to notice this pretty obvious and serious problem - and neither had any of their contractors, apparently.

Common sense says to read anything carefully before you sign it. I can understand a very small number of contractors being dumb enough to sign a contract without reading it properly, but surely this can’t be a common thing? How carefully do you read yours before signing?

Bonus question: what's the dirtiest thing you've ever found in a contract an agency was asking you to sign?

a schedule is common.

All their contractors will get the same contract. The schedule will be a separate document that mentions the client, the work to be done and the rate to be paid. I don't believe they didn't issue you with such a document. Or was the client, the work, and the rate included in the contract (maybe at the top, or the bottom, under a heading called 'Schedule')?

[bythescruff]

There were actually several schedules, all but one of which were included in a single document along with the boilerplate text which is apparently the same for all their contractors. The boilerplate referred to the schedules by name or by number, including several references to the missing one. The agency said they use the same setup for all their contractors, and no one could find or allow me to see the missing schedule.

[Lance]

There were actually several schedules, all but one of which were included in a single document along with the boilerplate text which is apparently the same for all their contractors. The boilerplate referred to the schedules by name or by number, including several references to the missing one. The agency said they use the same setup for all their contractors, and no one could find or allow me to see the missing schedule.

that's fine then. If there is a missing one, and you have an email saying there isn't one, then you cannot be held to anything it might have said.

Nothing to see here.

[jamesbrown]

If you aren’t getting your contracts reviewed by a commercial lawyer for commercial terms (else you’re very experienced about what to look for, having asked for many such reviews of prior contracts), then good luck to you. I’ve never understood the fixation on IR35 reviews at the expense of commercial terms.

[Lance]

If you aren’t getting your contracts reviewed by a commercial lawyer for commercial terms (else you’re very experienced about what to look for, having asked for many such reviews of prior contracts), then good luck to you. I’ve never understood the fixation on IR35 reviews at the expense of commercial terms.

I think I sort of agree. In general contracts are fairly clear, with few, if any, legalese points. So as long as you're comfortable with reading carefully what is says, and capable of googling any of the latin/legalese, then I don't see an issue.
It's not like agencies are out to rip off all contractors.
The issue more recently though is with new clauses trying to shift liability. I don't think we really know fort sure whether these would hold any water so more caution is appropriate. In these cases then a professional review is a great mitigator of risk.

[jamesbrown]

I think I sort of agree. In general contracts are fairly clear, with few, if any, legalese points. So as long as you're comfortable with reading carefully what is says, and capable of googling any of the latin/legalese, then I don't see an issue.
It's not like agencies are out to rip off all contractors.
The issue more recently though is with new clauses trying to shift liability. I don't think we really know fort sure whether these would hold any water so more caution is appropriate. In these cases then a professional review is a great mitigator of risk.

I consider myself to be pretty savvy w/r to reading contracts - and I do always read them thoroughly - but I've been surprised in the past about the results of commercial reviews, particularly w/r to IP, which is a big deal in my area. Professionals are there for a reason and a few hundred quid is absolutely nothing for what they potentially flag. Equally, or perhaps even more importantly, it carries weight when renegotiating terms. If you have a commercial law review, my personal experience is that it definitely facilitates a smoother renegotiation.

[malvolio]

I think I sort of agree. In general contracts are fairly clear, with few, if any, legalese points. So as long as you're comfortable with reading carefully what is says, and capable of googling any of the latin/legalese, then I don't see an issue.
It's not like agencies are out to rip off all contractors.
The issue more recently though is with new clauses trying to shift liability. I don't think we really know fort sure whether these would hold any water so more caution is appropriate. In these cases then a professional review is a great mitigator of risk.

MErkel Tax, who do IPSE's contract reviews, look at the whole contract rather than just the IR35 content that others focus on. I've heard many complaints over the years that it is more expensive than the IR35 shops. Well it is, but it's safeguarding several tens of thousands, so I never really followed that argument.

They still offer the service - with discounts for IPSE people - so may be worth investigating.

[jamesbrown]

+1 for Merkel. Egos is good too.

[ShandyDrinker]

+1 for Merkel. Egos is good too.

+1 for Egos. On a contract I did for an ex-colleague as a personal favour, he nailed me to the floor on the rate which in return I changed amended the standard IPSE contract at the time to effectively have immediate notice. I'd always been very upfront that if something better came along, I'd most likely have to re-consider. Fast forward 4 months and precisely that situation arose. It got somewhat nasty with the ex-colleague but as Egos said, those are the terms and my ex-colleague signed the contract, end of story, they have no recourse for immediate termination.

While I've been happy to use the usual suspect such as QDOS and Bauer & Cottrell in the past, knowing when to use more specialist firms such as Egos or Markel Tax really will help you out in the long run.

[Eirikur]

Bonus question: what's the dirtiest thing you've ever found in a contract an agency was asking you to sign?

If the contract would be terminated early by myself or the endclient I would have to pay the agency their missed revenue for the remaining contract period. (Harvey Nash - 2013)