Termination clauses? bit strong?

[downsouth]

Thoughts on these clauses, seem overly strong to me and no notice period payment?

Termination without notice
The Contractor’s engagement under this Agreement may be terminated forthwith at any time before the expiry of the Contract Period without notice and without the payment of compensation in any of the following events namely:

(a) if the parties mutually agree to such earlier termination, or

(b) if the Contractor shall neglect or fail or refuse or be unable to provide the services, or

(c) if the contract between the Company and the Client is cancelled or frustrated before commencement, or

(d) if the Contractor fails to satisfy the Client that the Contractor has the qualifications, skills, ability and experience necessary for the carrying out of the Project under the management of the Client and to the satisfaction of the Client, or

(e) if the Contractor shall be guilty of any serious misconduct or a fundamental breach of the terms and conditions of the Agreement including, but without prejudice to the generality of the foregoing: any serious misconduct, breach of confidentiality, failure to adhere to Client’s procedures or code of practice, and for incompetence; incapacity; wilful disobedience of reasonable orders or dishonesty;

[Spacecadet]

A lot of those are standard and are there to protect the client against a contractor who has lied on their CV or who engages in dubious behaviour whilst on the contract or just doesn't bother doing the job.

I'd want some clarification on point C though

(c) if the contract between the Company and the Client is cancelled or frustrated before commencement, or

Not sure how a cancelled contract can be terminated!

Make sure that you also have the right to cancel or suspend services if you're not paid within the agreed payment terms!

[downsouth]

(c) if the contract between the Company and the Client is cancelled or frustrated before commencement, or

I'd want some clarification on point C though

Not sure how a cancelled contract can be terminated!

To negate the agency paying out a notice period if the client should cancel the contract prior to consultancy starting, bit weird tbh, first time i've seen this clause

Make sure that you also have the right to cancel or suspend services if you're not paid within the agreed payment terms!

How would you word this clause? the only mention of payment dates is on a seperate email i've received

[northernladuk]

Thoughts on these clauses, seem overly strong to me and no notice period payment?

Termination without notice
The Contractor’s engagement under this Agreement may be terminated forthwith at any time before the expiry of the Contract Period without notice and without the payment of compensation in any of the following events namely:

(a) if the parties mutually agree to such earlier termination, or

(b) if the Contractor shall neglect or fail or refuse or be unable to provide the services, or

(c) if the contract between the Company and the Client is cancelled or frustrated before commencement, or

(d) if the Contractor fails to satisfy the Client that the Contractor has the qualifications, skills, ability and experience necessary for the carrying out of the Project under the management of the Client and to the satisfaction of the Client, or

(e) if the Contractor shall be guilty of any serious misconduct or a fundamental breach of the terms and conditions of the Agreement including, but without prejudice to the generality of the foregoing: any serious misconduct, breach of confidentiality, failure to adhere to Client’s procedures or code of practice, and for incompetence; incapacity; wilful disobedience of reasonable orders or dishonesty;

Switch it around. Put yourself in the client/agents shows. Wouldn't you want to walk a contractor off that has lied, is negligent or if no money is coming in from the client? Wouldn't you also want to get rid of the contractor if the contract falls through before it starts with no obligations?

Pretty basic stuff IMO

[Spacecadet]

To negate the agency paying out a notice period if the client should cancel the contract prior to consultancy starting, bit weird tbh, first time i've seen this clause

Makes sense, sorry I was thinking of direct contracts

How would you word this clause? the only mention of payment dates is on a seperate email i've received

The client/agency shall pay invoices within x working days (you'll need to agree on x)

or if the agency has a specific invoice and payment schedule then reference that in the contract:
The agency shall pay invoices in line with the payment schedule agreed with the contract terms.


The Consultancy may withdraw or suspend any Services if any invoice submitted to the agency remains unpaid after the period specified above.

[TheFaQQer]

Thoughts on these clauses, seem overly strong to me and no notice period payment?

Termination without notice
The Contractor’s engagement under this Agreement may be terminated forthwith at any time before the expiry of the Contract Period without notice and without the payment of compensation in any of the following events namely:

(a) if the parties mutually agree to such earlier termination, or

(b) if the Contractor shall neglect or fail or refuse or be unable to provide the services, or

(c) if the contract between the Company and the Client is cancelled or frustrated before commencement, or

(d) if the Contractor fails to satisfy the Client that the Contractor has the qualifications, skills, ability and experience necessary for the carrying out of the Project under the management of the Client and to the satisfaction of the Client, or

(e) if the Contractor shall be guilty of any serious misconduct or a fundamental breach of the terms and conditions of the Agreement including, but without prejudice to the generality of the foregoing: any serious misconduct, breach of confidentiality, failure to adhere to Client’s procedures or code of practice, and for incompetence; incapacity; wilful disobedience of reasonable orders or dishonesty;

They all seem standard to me. Nothing rings any alarm bells from those.

[SueEllen]

The client/agency shall pay invoices within x working days (you'll need to agree on x)

or if the agency has a specific invoice and payment schedule then reference that in the contract:
The agency shall pay invoices in line with the payment schedule agreed with the contract terms.


The Consultancy may withdraw or suspend any Services if any invoice submitted to the agency remains unpaid after the period specified above.

It's normal to give them a 5 to 10 day leeway in sorting out payment issues. So it would be the period stated above plus 5 days.

[BolshieBastard]

Thoughts on these clauses, seem overly strong to me and no notice period payment?

Termination without notice
The Contractor’s engagement under this Agreement may be terminated forthwith at any time before the expiry of the Contract Period without notice and without the payment of compensation in any of the following events namely:

(a) if the parties mutually agree to such earlier termination, or

(b) if the Contractor shall neglect or fail or refuse or be unable to provide the services, or

(c) if the contract between the Company and the Client is cancelled or frustrated before commencement, or

(d) if the Contractor fails to satisfy the Client that the Contractor has the qualifications, skills, ability and experience necessary for the carrying out of the Project under the management of the Client and to the satisfaction of the Client, or

(e) if the Contractor shall be guilty of any serious misconduct or a fundamental breach of the terms and conditions of the Agreement including, but without prejudice to the generality of the foregoing: any serious misconduct, breach of confidentiality, failure to adhere to Client’s procedures or code of practice, and for incompetence; incapacity; wilful disobedience of reasonable orders or dishonesty;

If you have payment in lieu of notice in your contract, its a strong pointer to employment. And that's a fact.

Other than that, seeing as both parties have to agree to the termination except in the examples quoted, it means its unlikely, imo, the agent will let you terminate.

[explorer]

They all seem standard to me. Nothing rings any alarm bells from those.

WHS...Ideally, however, sub-clause (d) should be taken off. In case the supplier (OP) isn't able to "satisfy" the client (doesn't necessarilty mean the supplier is incapable, could happen, for ex, when he gets a tw*t as his boss at the clientco), it should go the notice route. After all we, as a business have the right to protect our commercial interests in the same way as the clientco/agency. While some of these other termination sub-clauses like misconduct, breach etc might warrant the supplier to be off-site immediately, but in case the client isn't happy, for any reason whatsoever, they should give the supplier the notice (per contract), so that he gets some time to find another job..

Oh, and btw, successfully managed to persuade my last agency to take this sub-clause off the contract, based on the same argument.

[explorer]

seem overly strong to me

Sample these (haven't signed them yet, but still..):

The Company may terminate the Agreement forthwith should;

the Client find the Service Provider to be negligent, inefficient, or technically unsuitable;
the Client advise the Company that the Service Provider’s Consultant(s) has, in its reasonable view, committed an act of misconduct which makes it unacceptable for the Client to continue to use the Services;
the Client fail to make payment to the Company in accordance with any of its agreements with the Company for the provision of Services. For the avoidance of doubt this Sub-Clause is not restricted to the Client’s failure to pay for the Service Provider’s Services provided pursuant to the Agreement;
the Service Provider breach any term of the Agreement and fail to remedy any such breach (where capable of remedy) within seven days of notice being given by the Company to the Service Provider requiring remedy and/or commit persistent minor breaches of the Agreement;
the Agreement between the Company and the Client fail to commence for whatever reason;
the Service Provider and/or its Consultant(s) be convicted of a serious criminal offence which, in the opinion of the Company, could affect the Company’s reputation;
a receiver, administrative receiver, administrator or similar officer be appointed to the Service Provider or any part of its assets or undertaking, or the Service Provider go into liquidation;
the Service Provider be unable to fulfil the Agreement, as required for any reason;
a receiver, administrative receiver, administrator or someone of similar office be appointed to the Client or any part of its assets or undertakings, or the Client go into liquidation;
the agreement between the Client and the Company be terminated forthwith by the Client for any reason.