Contract with no Notice period of termination.

[Joe Bloque]

I've been waiting for this role for the last 5 months, finally starting on Tue next.
There are couple of issues in the contract that smell IR35.

1. Has references to my name Joe Bloque

2. A Dodgy notice period clause.
Contractor cannot give notice and is expected to complete project. Non compliance in this will lead to the Company claiming associated damages and the Contractor here by acknowledges this. Agency may give the contractor a 10 day notice of termination

Though small print says Contractor == Ltd company, I'm concerned about
a) mention of my name in the contract
and
b) the fact that agency only can terminate by giving a 10 day notice sounds bit daft.

All my previous contracts are allegedly outside of IR35.

I don't want to be rude by simply crossing out a) and b) and send in the signed contract.

What are the alternatives I can suggest to the agency? Any useful tips negotiating this contract?

Thanks.

[Wanderer]

Though small print says Contractor == Ltd company, I'm concerned about
a) mention of my name in the contract

DO NOT allow this. The contract is between the "consultant limited company" and the client, not you personally. You have to get that struck out and your company name inserted. The only time when your name is mentioned is when you sign the contract as director or duly appointed representitive of the company.

Allways talk in the third person when dealing with the agency. Not "I will accept the contract" but "Bloque Limited" will do it. It's a really important distinction.

b) the fact that agency only can terminate by giving a 10 day notice sounds bit daft.

Agencies try all sorts of stupid tulip like this. It's only 10 days so I wouldn't be too worried.

I don't want to be rude by simply crossing out a) and b) and send in the signed contract.

It's not just rude, it's ineffective too. You have to get them to change the contract and send you an amended copy.

Contractor cannot give notice and is expected to complete project. Non compliance in this will lead to the Company claiming associated damages and the Contractor here by acknowledges this.

That's probably quite good for your IR35 status (and probably impossible to enforce in reality). I'd get a force majeure clause written into the contract just to be safe and if there is none already, a right of substitution clause that you could use in the event that you are unable to complete the contract.

[Olly]

DO NOT allow this. The contract is between the "consultant limited company" and the client, not you personally. You have to get that struck out and your company name inserted.

Have had erm...maybe 8 contracts so far and getting my name crossed out was huge sticking point. Spoke to IR35 experts about it and whilst they agree it's not great they were also of the feeling that it wasn't the end of the world either

a right of substitution clause that you could use in the event that you are unable to complete the contract.

The right to subcontract to a different organisation? If your name's not down as THE consultant then is there a need for a substitution clause?

[NotAllThere]

For business reasons, not being able to give notice is not good. With the agency able to give you notice, is, according to some, and indication of lack of mutuality of obligation, and, therefore, good for IR35 defence. And an IR35 defence is a business reason to accept the clause. You need to decide which is the more important - equality of notice period, or an IR35 defence.

Inequality of notice periods is not unusual. Nor is it "unfair". Like all contract clauses, it's subject to negotiation.

[The Wikir Man]

1. Has references to my name Joe Bloque

Not good, unless it says something like "Joe Bloque or other named respresentative of the Contractor". Having your name in their alone would be something that I would try to remove.

For business reasons, not being able to give notice is not good. With the agency able to give you notice, is, according to some, and indication of lack of mutuality of obligation, and, therefore, good for IR35 defence. And an IR35 defence is a business reason to accept the clause. You need to decide which is the more important - equality of notice period, or an IR35 defence.

It's been argued both ways - every time I have a contract where I can't give notice, Qdos tell me that it would be an IR35 fail in their opinion. It's one of the few things where I disagree with their opinion, though - a permie can give notice to get out of their work. If I can't give notice, then it's another thing that makes me less like a permie.

And besides, there are always ways out of a contract.

Inequality of notice periods is not unusual. Nor is it "unfair". Like all contract clauses, it's subject to negotiation.

WSS

[Joe Bloque]

I will be asking the agency the following

1. change Joe Bloque to "designated consultant of Bloque Ltd" in specific context or "Bloque Ltd" in general context.

2. Wanderer, your suggestion is sensible. I'd try to get this sneaked in.

I'd get a force majeure clause written into the contract just to be safe and if there is none already, a right of substitution clause that you could use in the event that you are unable to complete the contract.

NotAllThere, I know you telling me "think like a business".

Inequality of notice periods is not unusual. Nor is it "unfair". Like all contract clauses, it's subject to negotiation.

I've opted out of the regs as well.

Thank you for all the comments.

[strawberrysmoothie]

I had a similar situation a while back and managed to get it sorted as I paid for a 3rd party to do the talking for me.

I'm glad you got issue sorted and best of luck for tuesday