Agency Introduces New T&Cs - Unreasonable?

[TFour]

My current contract was secured via my own business contacts and an third party, an agency, was then appointed to adminster the relationship between clientco and my company's contract.

I have just received a set of additional terms and conditions from the agency under the guise of a set of principles for working at clientco.

Having reviewed these I have any number of concerns:

*It suggest I can be deployed to another assignment by the agency, without mention of agreement from me
*The working of "additional hours" only being done so with the agreement of the agency or my clientco's "line manager". There are no expected hours stipulated in my contract
*The use of the term "line manager" throughout. I am not an employee of clientco, therefore I cannot possibly have a line manager.
*A stipulation that I must not spend an excessive amount of time using clientco's IT systems. How do I manage the projects for the client then - by memo, fax and typed-up report?
*Stipulations that I have to get holidays approved by the agency and/or "line manager"
*Worst of all...while doing work for clientco and for a period of several months afterwards, I am not to work on any similar projects for any competitor of clientco. This would effectively put me on the bench for several months after the end of the contract with no prospect of working on IT projects for any engineering companies.

Am I being overly sensitive or is the above full of IR35 issues and unreasonable terms? I don't see how I can possibly sign it agreeing to all the terms. Sadly I fear there is no negotiation with these type of blanket arrangements.

[northernladuk]

I think to give you fair feedback we need to see the actual wording of these, particularly the last one. You may actually be translating it ever so slightly wrong and therefor creating more worry. I say this as the comments about not working for competitors is fairly common but not as blanketing as you seem to make out in your comment.

I would like to see the actual wording as it can't be that bad surely.There is the fact they have to enforce it. I have seen this one many times before though.

It does sound like the rest is just very poor wording or short sightedness on behalf of the agent. You are correct that terms such as line manager, the fact that they can dictate your work and that your working times/hols are managed by the client are not good.

I guess if it went legal you could argue the wording. Getting your holidays approved may be argued on a governance level and not particularly that you can't take them possibly?

Sounds very standard and very poor. Not sure what you can do about it though? If the agent stands to make some good easy money from you and zilch if you walk surely it is changeable?

[TFour]

The last one reads "The contractor shall not for a period of 6 months thereafter work on any projects for any competitor of clientco which are similar in scope to those they have been engaged on while at clientco".

The wording is ambiguous and poor throughout, I am not sure how they would/could ever enforce some of the conditions, but it would be undiligent of me just to sign regardless.

[northernladuk]

The last one reads "The contractor shall not for a period of 6 months thereafter work on any projects for any competitor of clientco which are similar in scope to those they have been engaged on while at clientco".

The wording is ambiguous and poor throughout, I am not sure how they would/could ever enforce some of the conditions, but it would be undiligent of me just to sign regardless.

So that isn't actually as bad as it initially sounds. Similar in scope and competitor can be very grey so I think you would be unlucky to cop for a job that is exactly the same for a direct competitor.

Agreed with your diligence but I don't know what to do. I am sure someone will say argue for change and be prepared to walk etc but I must admit i don't know

[TFour]

I guess if you look at how could they possibly enforce it, it isn't that bad - they'd have to prove that it was a competitor and that it was a similar project, without restricting my company's trade.

I suppose it's just the principle - additional T&Cs...all take take take or applying irrelevant/inappropriate additional "controls".

[Grunter]

You guys are making a meal out of this. Stop debating the minutia of the contract, and ask yourselves, what is the term of the contact. You cant have conditions of a contract that extend beyond the term of the contract. It's that simple, and it has been tested and held true in a court of law before. By debating these erroneous terms you are in effect creating a precedent which will come back and bite you, in a similar fashion to IR35.

What you should be looking at is the business opportunity that is being created here. If the client does not want you working for one of their competitors and this is your area of expertise then they will have to pay for that privilege, so tell the clients agent that you have no problem with their request if they are prepared to sign a separate contract that pays you a "golden good by". After all this is exactly what will apply to the clients CEO and you are no different. End of. Simples!

[cojak]

Or get someone who knows what they are talking about to look at the contract for you.

Bauer & Cotterell or QDOS.

Oh, and let the client know about the agency's change to the T&Cs, I'm sure they'd be interested in the 'change of assignment' bit...

Don't forget that they didn't get you the contract.

[rootsnall]

You cant have conditions of a contract that extend beyond the term of the contract. It's that simple, and it has been tested and held true in a court of law before.

If that was true how could you have any sort of exclusion clause in a contract ? ie. you can't go direct for 6/12 months after the end of the contract

[northernladuk]

You guys are making a meal out of this. Stop debating the minutia of the contract,

and then I have to do what all day? Work????

You guys are making a meal out of this. Stop debating the minutia of the contract, and ask yourselves, what is the term of the contact. You cant have conditions of a contract that extend beyond the term of the contract. It's that simple, and it has been tested and held true in a court of law before. By debating these erroneous terms you are in effect creating a precedent which will come back and bite you, in a similar fashion to IR35.

it's simple to you because you seem to know. The OP and myself for that matter didn't so we have to chat about it to find the answer. That's what this forum is about it is it not?

What you should be looking at is the business opportunity that is being created here. If the client does not want you working for one of their competitors and this is your area of expertise then they will have to pay for that privilege, so tell the clients agent that you have no problem with their request if they are prepared to sign a separate contract that pays you a "golden good by". After all this is exactly what will apply to the clients CEO and you are no different. End of. Simples!

This is not the point of the question though, looking for opportunities has no bearing whatsoever on the position the OP is in regarding signing of the contract. You can go with this attitude and sign any old toss that is gonna bite you later on. A sh*tty contract is a sh*tty contract and must be dealt with business opportunities or not IMHO.

[RSoles]

My current contract was secured via my own business contacts and an third party, an agency, was then appointed to adminster the relationship between clientco and my company's contract.

I fear there is no negotiation with these type of blanket arrangements.

Quite right. Ignore the details. You found the gig. You're in charge. Tell them to take a hike...