Contractual liability

[LlareGgub]

Please, prove me wrong.

I've been contracting for two and a half years, a member of the PCG, and an avid reader of this board.

Finding suitable contracts, and doing the work, is not that difficult.

The main difficulty in my experience is that of negotiating reasonable contract terms with the agents, particularly with respect to contractual liability.

Most contracts are written such that the contractor accepts liability for unlimited sums for consequential losses - loss of business, profits, revenues, goodwill etc. resulting from his or her acts or omissions in performing the services.

As a contractor, I have insurances in place, should disaster strike and the client sue, which cover negligent acts and omissions, but only to the extent that such liability would attach in the absence of the contract.

I can accept liability limited to the price paid for the services, excluding liability (on the contractor, client, and agent) for consequential losses
(all of which are reasonably reflected in the PCG terms). I regularly seek to negotiate such modifications to agency terms - with little success.

My question is, how many of you negotiate such terms, or do you ignore the small print?

Incidentally, I am neither a lawyer nor a solicitor.

[SueEllen]

Your company can always cease trading.

If your company is in administration and has no asserts then they can't get any money from you.

[LlareGgub]

Your company can always cease trading.

If your company is in administration and has no asserts then they can't get any money from you.

That's hardly a sustainable business model though, is it?

Has anyone successfully negotiated reasonable terms, based on the PCG draft contracts for example?

[malvolio]

That's hardly a sustainable business model though, is it?

Has anyone successfully negotiated reasonable terms, based on the PCG draft contracts for example?

Well yes, but you would be better off asking the PCG forums, don't you think?

You shouldn't just ignore such things. A lot of agency contacts these days seek to protect themselves against losses but are so badly drafted they make the contractor liable for everything up to and including the agency's bad debts and the bill for its paperclips. You should aim to get the maximum value limited to the agency's potetnial loss on the contract - so a 3 monther at £300 pd to you and £45 to them means their total exposure is no more than £2925 - so why do they want indemnifying for anything up to a million?

[LlareGgub]

Well yes, but you would be better off asking the PCG forums, don't you think?

You shouldn't just ignore such things. A lot of agency contacts these days seek to protect themselves against losses but are so badly drafted they make the contractor liable for everything up to and including the agency's bad debts and the bill for its paperclips. You should aim to get the maximum value limited to the agency's potetnial loss on the contract - so a 3 monther at £300 pd to you and £45 to them means their total exposure is no more than £2925 - so why do they want indemnifying for anything up to a million?

I ask here because I expect there will be many contractors on this board dealing with similar agencies.

I don't ignore the Ts & Cs, they are fundamental to contracting,
and have received all the usual coercion attempts from the agents, "Everyone else is on these terms." and such like, when seeking to negotiate acceptable (regarding IR35, liability and indemnity) terms.

I've had discussions with B&C about early contracts, who were in total agreement with the terms I was seeking to negotiate.

I simply ask agents for a total limit of liability equal to the aggregate of fees received for the job, no liability on either party for indirect and consequential losses, and the usual force majeure exclusions.

So far, several of the well-known agents have all refused to alter their terms to those that are commonly negotiated in genuine B2B agreements, and are embodied in the PCG contracts.

I suspect numerous contractors must adopt an ostrich mentality when it comes to the small print, which just plays into the agents' hands.

[malvolio]

Agreed. Most contractors think like permies not businesses, and most of them only look at the rate on offer. That's why only 10% of them are in the PCG and probably another 10% have thought of a reason for not joining.