Are these Clauses Standard?

[explorer]

Have been offered a new contract this afternoon...Managed to persuade them to remove most of the IR35 unfriendly stuff, however some of the clauses are proving to be a little uncomfortable:

1. Liability:
16.3. The Consultancy shall be liable for any defects arising in relation to the Consultancy
Services and shall rectify at its own cost such defects as may be capable of remedy within
a reasonable period from notification of such defects by either the Employment Business
or the Client.
IMO, this clause is loosely defined. ...Whilst I can undertake a reasonable level of responsibility for issues arising as a direct result of my piece of work, but the clause states: "in relation to consultancy services" which could be interpreted to any problem arising on the project, potentially even attributing to someone else's work..Also, without setting a resonable deadline for raising defects, it, in effect sets an infinite warranty period for the work, which I have never come across.

16.1. The Consultancy shall be liable for any loss, damage or injury to any party resulting from
the negligent acts or omissions of its Staff or from the acts of omission of any assignee or
sub-contractor to whom the Consultancy assigns or sub-contracts the performance of the
Consultancy Services during an Assignment.
Not sure if I should ask for specifying what constitutes a "negligent act"..I guess this one is pretty standard.
16.2. The Consultancy shall ensure the provision of adequate Employer’s Liability Insurance,
Public Liability Insurance and any other suitable policies of insurance such as Professional
Indemnity insurance in respect of the Consultancy and its Staff during an Assignment and
shall make a copy of the policy available to the Employment Business upon request.
IMHO, "adequate" and "suitable" ought to be elaborated

2. the Employment Business may without notice and without liability instruct the Consultancy to cease work on the Assignment at any
time, where
for any reason the Consultancy proves unsatisfactory to the Client;
IMO, this gives them a blank cheque to terminate the contract, without notice, should a need arise for the same at any point of time.

Would appreciate your thoughts on the above..Thanks in advance..

[MaryPoppins]

IMO, this gives them a blank cheque to terminate the contract, without notice, should a need arise for the same at any point of time.

Yes, pretty standard, and more IR35 friendly.

[SueEllen]

Have been offered a new contract this afternoon...Managed to persuade them to remove most of the IR35 unfriendly stuff, however some of the clauses are proving to be a little uncomfortable:

1. Liability:
16.3. The Consultancy shall be liable for any defects arising in relation to the Consultancy
Services and shall rectify at its own cost such defects as may be capable of remedy within
a reasonable period from notification of such defects by either the Employment Business
or the Client.

IMO, this clause is loosely defined. ...Whilst I can undertake a reasonable level of responsibility for issues arising as a direct result of my piece of work, but the clause states: "in relation to consultancy services" which could be interpreted to any problem arising on the project, potentially even attributing to someone else's work..Also, without setting a resonable deadline for raising defects, it, in effect sets an infinite warranty period for the work, which I have never come across.

What services are you providing? It should state somewhere in the contract what services you are providing.

Also if they write such an ambiguous clause like this and argue the toss years later then there is nothing stopping it turning into a legal case. (Obviously it would be up to your insurers to work out whether it's worth taking it on if you are still working under that company.)

16.1. The Consultancy shall be liable for any loss, damage or injury to any party resulting from
the negligent acts or omissions of its Staff or from the acts of omission of any assignee or
sub-contractor to whom the Consultancy assigns or sub-contracts the performance of the
Consultancy Services during an Assignment.

Not sure if I should ask for specifying what constitutes a "negligent act"..I guess this one is pretty standard.
16.2. The Consultancy shall ensure the provision of adequate Employer’s Liability Insurance,
Public Liability Insurance and any other suitable policies of insurance such as Professional
Indemnity insurance in respect of the Consultancy and its Staff during an Assignment and
shall make a copy of the policy available to the Employment Business upon request.
IMHO, "adequate" and "suitable" ought to be elaborated

They can't say what constitutes a "negligent act" as it's unlimited they can only give examples.

Ask the agency what insurance level is "adequate" for your contract in writing. Then get them to put the figure in writing.

Also there are different insurance policies around. You can ask what is "suitable" but then you will find that you may be creating a rod for you own back.

For example someone who is developing on live systems needs a higher amount insurance than someone working on the same company's development boxes. However the agency would just stipulate to make things easier for themselves that you need the same level of insurance.

2. the Employment Business may without notice and without liability instruct the Consultancy to cease work on the Assignment at any
time, where
for any reason the Consultancy proves unsatisfactory to the Client;
IMO, this gives them a blank cheque to terminate the contract, without notice, should a need arise for the same at any point of time.

Normal clause.

[Wanderer]

16.3. The Consultancy shall be liable for any defects arising in relation to the Consultancy
Services and shall rectify at its own cost such defects as may be capable of remedy within
a reasonable period from notification of such defects by either the Employment Business
or the Client.

IMO, this clause is loosely defined.

That's a nice pointer to outside IR35, I'd leave it alone.

Don't sweat too much about the legal stuff. You work hours, you get paid is pretty much how it works.

On occasion I've made a mess and fixed it on my own time as a matter of goodwill and this was noted and appreciated by the client.

I really can't see any client expecting you to spend an unreasonable amount of time fixing problems. If everything is going tits up and they are expecting you to work a lot of extra hours for no pay then I'd jack the job in and go somewhere else.