Termination Clause

**Gonzo** · 15 September 2007, 15:20

Originally posted by juliehendry View Post

Hi, my first contract and I am a bit spooked by the following clauses for termination and number of working hours in the contract so am looking for advice - am I being too careful or is this just odd?

Please help! I'm completely up to my neck in tax/contracts/accomodation/travel etc ....

XXX may terminate this contract forthwith without notice at any time if the:
(i)
(a) Client requests Individual(s) to be removed;
(b) Client terminates an Assignment for misconduct, unauthorised absence, suitability, lack of technical ability, lack of performance, persistent minor breaches of this contract or Client rules and regulations;
(c) Contractor materially breaches this contract;
(d) references, approvals, certificates, clearances or consents referred to in clause 3 are not obtained within the time limit detailed in the Assignment Summary or where no such time limit is stated 30 days of the intended start date of the Assignment; or
(e) Client fails to contract for the Assignment within 14 days of the date of commencement on the Assignment Summary.
(f) Career or personal references are unsatisfactory to XXX or the Client.
(ii) Termination will be effective from the date the Contractor is notified either verbally or in writing by XXX.

XXX may terminate this contract for whatever reason by giving written notice as detailed in Clause 3 of the attached Addendum.

Also:

A Professional Day shall be a minimum of 7.5 hours worked in one day between Monday and Sunday. There is no maximum and no Fees for additional time worked shall be payable to the Contractor

To my mind I can't see anything major here, however the things that you need to watch out for are:

Are you working through your own Limited Co or via an Umbrella? If an umbrella then it does not matter so much but I don't like the "unauthorised absence" mentioned in b). If you are a Limited Co then I would recommend that you get the entire contract checked by someone like Bauer and Cottrell before you sign it, and they will advise on IR35.

Is there an expectation that you would be working weekends? If not, then it doesn't matter, but I would not accept the standard daily rate for working weekends if it happens regularly.

As for the days, it looks fairly standard to me. There is an unwritten expectation that I will do a 40 hour week, but you do what you have to depending on the state of the project.

How long is the contract for? In the end, if you don't like it then you don't have to renew.

**TheFaQQer** · 16 September 2007, 10:35

Does it say how many professional days you need to work a week? I'd change or remove the definition of a professional day, since it's tying you in to possibly working weekends for the same rate as normal. You may not mind this, but I don't work weekends unless there is a premium charged.

**NotAllThere** · 16 September 2007, 11:33

I'd cross the agency out of (f). Why should the agency be able to terminate your contract if you don't give them your reference details.

**luimneach2005** · 16 September 2007, 11:35

thanks everyone!

**TheFaQQer** · 16 September 2007, 12:53

Originally posted by NotAllThere View Post

I'd cross the agency out of (f). Why should the agency be able to terminate your contract if you don't give them your reference details.

It just says that the references are unsatisfactory. It doesn't say that you have to provide them!

That said, I'd take that one out too!

I also don't like the idea that they can terminate the contract with no notice, just by saying "we don't want you any more." But at least it would help your IR35 defence if it happened, as you are running a risk and possibly suffering a financial loss. The "XXX can terminate this agreement for any reason" means that there is no need to have a notice clause in there at all - in which case, you could push to try and get the clause reciprocated (i.e. you don't need to give them any notice either), but thye probably / almost certainly won't go for that.

If you have not had the contract reviewed, then do so quickly. You should not work without an agreed contract in place - if you turn up for work without one, then you are deemed to have accepted the version sent to to you. Once you start work, then you lose any chance of getting changes made to the contract, since you've already accepted it.

**boxman** · 16 September 2007, 15:45

I concur about working weekends. These are *not* working days in the context of the IT contract industry. Personally I always insist on nothing being mentioned about weekends and you can guarantee that if the client needs you to come in it's going to be something a bit tasty and they'll be expecting to pay a premium - say 1.5 day rate for Sat, and 2x day rate for Sundays/Bank hols. Don't sell yourself short. You might find that the agent charges a premium even if you don't for weekends!

**where did my id go?** · 16 September 2007, 19:10

I wouldnt agree to that for numerous reasons.

I dont like 'professional days'. I've often worked long hours and not charged extra but I wouldnt accept it as an expectation.

I especially like

(e) Client fails to contract for the Assignment within 14 days of the date of commencement on the Assignment Summary.

Termination Clause