Contract wording issue

[aa2006]

I have just been offered a contract with a client, (no agency involved, direct with client). They have sent me the contract over and I have some concerns as it seems to imply the contract is between the client and myself directly and not the limited company.

For example

The Company engages the Consultant to provide the services described in the Schedule (“the Services”) to the Company and the Consultant agrees to provide the Services upon the terms and conditions set out in this Agreement.

I was thinking that rather then state consultant it should be supplier, (i.e. my ltd company). The contract itself states the ltd company details but they keep referring to consultant and not supplier. I am sure this could be IR35 issue potentially.

So my question is should I ask them to change it so it refers to supplier and not consultant, or am I making a big deal out of this?

Thanks

[Wanderer]

So my question is should I ask them to change it so it refers to supplier and not consultant, or am I making a big deal out of this?

I think you should get it changed or at very least, reviewed.

The contract must always be between your LTD company and the client. You could perhaps get it changed to refer to "consultant company" rather than "consultant", possibly with you named as the primary consultant (with a right to substitute a suitably qualified person or to subcontract all or part of the work). There are also legal liability issues here, it's likely that your PI insurance covers your company rather than contracts entered into by you personally.

It's quite normal to negotiate contract terms in a business to business relationship but you will probably get a lot more respect from the client if you get a legal opinion from one of the professional contract review companies to back up your suggested changes. There are also template contracts available from the PCG if you want to produce your own one to the client though if the client's contract is broadly OK then you should probably go with it.

[VirtualMonkey]

Quite often there will be a definitions section on the contract that clears this up as it defines 'consultant' as the supplier (or words to the effect). If not then I agree...get it changed

[aa2006]

Quite often there will be a definitions section on the contract that clears this up as it defines 'consultant' as the supplier (or words to the effect). If not then I agree...get it changed

I have read over the contract and "the Consultant" Unfortunately it defines the consultant as the actual developer (basically my name) and not the company. I've sent an email asking them to change it, will see what they say.

Thanks

[aa2006]

I think you should get it changed or at very least, reviewed.

The contract must always be between your LTD company and the client. You could perhaps get it changed to refer to "consultant company" rather than "consultant", possibly with you named as the primary consultant (with a right to substitute a suitably qualified person or to subcontract all or part of the work). There are also legal liability issues here, it's likely that your PI insurance covers your company rather than contracts entered into by you personally.

It's quite normal to negotiate contract terms in a business to business relationship but you will probably get a lot more respect from the client if you get a legal opinion from one of the professional contract review companies to back up your suggested changes. There are also template contracts available from the PCG if you want to produce your own one to the client though if the client's contract is broadly OK then you should probably go with it.

Great that's what i though, the contract names me as the consultant, has substitute clause but put me directly in with the terms. I have emailed them mentioning the changes and the reasoning behind it, it was only in a couple of places where I have asked the changes to be made so hopefully they will be ok.

Thanks

[dack]

As other have said, get this altered before signing. It's really no more than the changing of the phrases used but that's enough for Hector to grip onto should he come knocking at your door.

[northernladuk]

Why not get a professional to look over it. QDOS do some free contract checks if you take out their PL/PI insurance. About 220 notes I believe. Baur and Cotterell (spelling?) do something similar. Bearing in mind you are so hooked on time per week and working hours it would be money well spent to keep you out of IR35