How carefully do you read a contract before signing?

[bythescruff]

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?

[northernladuk]

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?

It's not just common sense, its kind of in our name. How can you be a contractor if you don't take any notice of the contracts.
Sadly you might be surprised to hear that plenty of people don't read it toughly. The number of questions we get on here that could have been avoided or answered by the contractor reading their contract is an eye opener. There is not just reading it, there is understanding it as well.

I read my thoroughly. I don't have to ponder over every word as a vast majority have been from large agents and are much the same, but enough to understand every clause and that it's worded as I expect. The RoS can vary so will take a bit of time over that. They often come 'fettered' which they can't be. That point is one that many people miss as an example of reading it vs understanding it.

To be a contractor and not read your contract is, well, mehhhh. If you miss something that you later rely on then you've failed at your job.

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

Nothing exciting at all for me thankfully. Fettered RoS, 45 day payment term, 3 month notice once. Nothing bad though.

[malvolio]

Big snip...

The RoS can vary so will take a bit of time over that. They often come 'fettered' which they can't be. That point is one that many people miss as an example of reading it vs understanding it.

little snip

RoS can be fettered, it depends just how reasonable that fettering is in reality. Since PMGOL, nothing is back or white (not that it ever really was...).

[vwdan]

Always, and I've insisted on a few clauses being removed. One was an attempt to pass unlimited IR35 losses over to me, and I've had various overbearing non-competes removed too. They probably wouldn't be enforceable as written, but good to be thorogh.

Funnily enough, for one consultancy, it marked me out as somebody who paid attention and they were actually quite impressed that I'd taken the time over it.

[northernladuk]

RoS can be fettered, it depends just how reasonable that fettering is in reality. Since PMGOL, nothing is back or white (not that it ever really was...).

Yep that's true, hence the extra focus in that area.

[bythescruff]

You people have clearly led sheltered lives. :-)

Second worst I’ve had was one which made me liable for fixing software bugs free of charge after the contract ended - any bugs, no matter how difficult to fix, in any software, written by anyone, ever. Free of charge.

The worst - by far - was a very long contract in half a dozen different very tiny fonts with three separate clauses which:

(1) declared that 20% of my fee was actually not my fee but a “Status Bonus,” whatever that means.

(2) gave the agency the right to declare my work unsatisfactory after the fact, even if the client thought it was fine. As if a recruiter would have any ability to evaluate technical work.

(3) stated that at any time after the contract ended, if my work was declared unsatisfactory, the Status Bonus would be owed to the agency.

Put together, the agency were giving themselves the right to claw back a fifth of everything they’d ever paid me, any time they liked. Of course I angrily ordered them to take those clauses out, and got a lot of gaslighting about “No need to worry, we’d never actually invoke those clauses.” Contract came back with the dirty clauses gone but my address misspelled. Made them fix that, and the next version had my address right and the dirty clauses back in. Skala Ltd, if you’re reading this: I have copy and paste, a diff tool, and **** you.

[d000hg]

I always read contracts but have never seen anything too bad, beyond obvious mistakes or boilerplate stuff that was left in and shouldn't be.
Same for all legal docs but reading doesn't always mean absolute comprehension depending on the document!

[ladymuck]

I always read my contracts and have challenged clauses in the past too.

Never anything too stinky but I remember some fun over refusing to sign a contract because it had some nonsense in it and the agent just assuming I was bluffing and that I'd turn up on the Monday. I sent them a note on Friday lunchtime saying something along the lines of "as the amended contract has not been forthcoming, would you please advise the client I will not be on site on Monday?". Cue much scrabbling around to get client agreement (who told them to shut up being pathetic and just make the changes).

It's not often I get that much power over an agent but damn it feels good when I do.

In answer to the OP and to reiterate NLUK, it's depressing just how many contractors don't read their contracts. Whenever I've challenged something, I get agents telling me I'm the only person who doesn't like a particular clause. When I talk about contracts with fellow contractors from the same agency many freely admit they just sign them and didn't get them checked. It's absolutely nuts.

[Snooky]

I always read every word of contracts. If I ever go back to an agency asking for a change the response has always been "None of our other contractors have ever had raised this", to which my answer is usually "Perhaps none of your other contractors actually read their contracts?"

Haven't had to remove anything awful, the worst is probably that quite a few contracts specified liability for errors or negligence by the contractor but didn't specify any limit. So I used to get that commuted to a maximum of the total contract value - still a lot of money!

[northernladuk]

Second worst I’ve had was one which made me liable for fixing software bugs free of charge after the contract ended - any bugs, no matter how difficult to fix, in any software, written by anyone, ever. Free of charge.

That should be normal to an extent. It's a big part of an outside contract. It's a standard question on IR35 check lists. If it is assume you fix your mistakes on clients time then it's likely that you've got an inside gig. Written by anyone ever is a push too far for sure though. It does come as a surprise to many contractors they have to fix their problems in their own time.

The worst - by far - was a very long contract in half a dozen different very tiny fonts with three separate clauses which:

(1) declared that 20% of my fee was actually not my fee but a “Status Bonus,” whatever that means.

If you say you read and understand contracts why do you not know what it means? Having some of your rate held back and paid on successful competition of activities is a good IR35 pointer.

(2) gave the agency the right to declare my work unsatisfactory after the fact, even if the client thought it was fine. As if a recruiter would have any ability to evaluate technical work.

That's covering their back if the client comes back later and says its busted due to bugs or problems you left. As you are in a chain and have no contractual arrangement with the client it would be the agent that has final say even though they are the least qualified.

(3) stated that at any time after the contract ended, if my work was declared unsatisfactory, the Status Bonus would be owed to the agency.

Yep, thought so. Doesn't seem unreasonable. Bad for the contractor but not unheard of in the B2B world.

Put together, the agency were giving themselves the right to claw back a fifth of everything they’d ever paid me, any time they liked. Of course I angrily ordered them to take those clauses out, and got a lot of gaslighting about “No need to worry, we’d never actually invoke those clauses.” Contract came back with the dirty clauses gone but my address misspelled. Made them fix that, and the next version had my address right and the dirty clauses back in. Skala Ltd, if you’re reading this: I have copy and paste, a diff tool, and **** you.

I could be totally wrong here but I don't see those being quite as bad as you think they are. I am sure in proper engagements with consultancies/3rd parties this type of thing will be there. It's not common in the contracting world but it should be and will be more going forward now clients are forced to treat us like consultancies.