PCG Direct contract

[Mehmeh]

Hey guys,

Afew probably stupid questions...but I wanted to ask before doing it and sending something stupid to my client.

I have grabbed the A05-10 Direct service provider-client agreement contract from the PCG website. Is this all I need? or do I need the A05-11 Terms and conditions too?

Do I need to keep all the PCG brand stuff all over the contract? and do I need to remove the sections in the contract that aren't relevant or are different. For instance there are places that say either section 1 or section 2...Do I fill in the relevant one and then remove the other, or just fill in the relevant one?

Thanks

[malvolio]

Hey guys,

Afew probably stupid questions...but I wanted to ask before doing it and sending something stupid to my client.

I have grabbed the A05-10 Direct service provider-client agreement contract from the PCG website. Is this all I need? or do I need the A05-11 Terms and conditions too?

Do I need to keep all the PCG brand stuff all over the contract? and do I need to remove the sections in the contract that aren't relevant or are different. For instance there are places that say either section 1 or section 2...Do I fill in the relevant one and then remove the other, or just fill in the relevant one?

Thanks

Read the thing. It contains all the instructions, including which bits you can delete and the requirement to keep all the branding.

And since you're a member (or else you couldn't have got a copy of it anyway), do you not think you'd get a better answer by asking the PCG themsleves, either on their fora or even by calling the office?

[TheCyclingProgrammer]

There is no need to keep the PCG branding in there - I don't. It also requires a good read through and amending in certain places - read the notes that accompany it.

I made some changes to it for my own purposes, adding and removing various bits and pieces; you'll want to customise it so it suits your business. You may also want to have it looked at by a contract review service if you have any concerns.

[malvolio]

There is no need to keep the PCG branding in there - I don't. It also requires a good read through and amending in certain places - read the notes that accompany it.

I made some changes to it for my own purposes, adding and removing various bits and pieces; you'll want to customise it so it suits your business. You may also want to have it looked at by a contract review service if you have any concerns.

I suggest you read the copyright notice and conditions of use...

"Licensed for personal use provided source acknowleged" is not legal mumbo-jumbo. Your contract is not legally supported if you have made significant changes to it. As it stands it is IR35-safe. Change it and it isn't.

And it seems pretty damned redundant to take an IR35-safe contract. fiddle with and get it reviewed to see if it's IR35 safe. YMMV of course.

[thunderlizard]

Your contract is not legally supported if you have made significant changes to it.

How not? does it break its magic spell of legalness?

[malvolio]

How not? does it break its magic spell of legalness?

If you get the new version verified by someone like B&C then probably not. It just seems a waste of time to change it any more than necessary, that's all.

However, I will check if there are other implications of removing the branding. Can't think of any but I'm not the expert.

[d000hg]

For IR35 insurance, PCG say they will support other contracts, if they're happy the contract is sound. So changing their template just means you have to be careful.

[hugebrain]

I suggest you read the copyright notice and conditions of use...

Be careful who you're getting legal advice from! In order for writings to be covered by copyright the writings must be "creative".

Contracts are not covered by copyright. Contracts are a written statement of the facts of an agreement between the parties and there is no "creative" aspect in drawing up a statement of facts (although the layout etc. may be copyrightable).

So, if a company is trying to "license" their copyrighted contract to you there are two possibilities:

a) they don't understand the law.
b) they are deliberately trying to deceive you.


Either way it's likely the clowns will be laughing at you at their next Champagne party.

Think about it. If it's for personal use - can yourco use it? Want to get it reviewed - tough you can't make a copy to send to Bauer and Cottrell. Want to extend your contract - make sure you get permission from the copyright holder. It's a good thing this sort of nonsense isn't allowed.

IANAL.

[XLMonkey]

You only need the A05-10 document.

As some of the other posters have said - you need to read it carefully and edit it to make it relevant to the services that you are proposing to offer. The bits I had to edit were as follows:
In the master services agreement,
- put your company details and theirs;
- think about whether the IPR terms are appropriate for the kind of work you are doing (depends in large part on whether you are developing software/copyrightable documentation)
- ensure that the limits of liability and any indemnities match your company insurance

In the schedule
- put in your agreed terms of reference/scope of work
- check that the timetable and dependencies on the client are clear
- put in the right rate/milestone payment terms
- update/check terms on travel and subsistence
- delete the terms that are irrelevant

Do not fret about copyright on the document, as the OP said, it doesn't apply to contracts.

Do fret about IR35, but only a little bit. It is self evident from the template and notes which clauses relate to IR35 and which don't. Don't muck about with the IR35 stuff unless you really have to.

Good luck

[TheCyclingProgrammer]

I suggest you read the copyright notice and conditions of use...

"Licensed for personal use provided source acknowleged" is not legal mumbo-jumbo.

A small footnote acknowledging the source will do though even without such acknowledgement, I think I'll sleep safe at night without worrying about the PCG banging down my door. Keeping the branding is not required.

Your contract is not legally supported if you have made significant changes to it.

Eh? A contract is a contract. Making changes makes it no less binding. You may of course change it in a way that is detrimental to it's IR35 status or introduce loopholes if you lack legal knowledge but I would have thought that was an obvious risk.

And it seems pretty damned redundant to take an IR35-safe contract. fiddle with and get it reviewed to see if it's IR35 safe. YMMV of course.

Obviously if you make changes to the contract then there is a possibility of it no longer being "IR35-safe". But that doesn't mean you shouldn't feel like you cannot change it if you feel it doesn't quite represent the way you work.

There's more to a contract than whether its "IR35-safe" or not, especially if you're already fairly happy that your working practices put you outside IR35. If that means making modifications, so be it. I was simply recommending that you have any significant alterations looked over a by a contract specialist and if necessary, re-reviewed for IR35 purposes.