I was recently offered this contract by K2 Partnering Solutions , in which I found the following terms quite disturbing. 
Do you routinely sign a contract with such terms?
K2 may withhold all or part payment in the event the Client withholds such payment or rejects the Authorised Personnel due to (a) a breach by the Authorised Personnel of the terms of the Agreement or Schedule, (b) failure by the Contractor to ensure Authorised Personnel complies with its obligations, (c) the Services not having been, or being alleged not to have been undertaken to a satisfactory standard – K2 will in this case endeavour to obtain a statement of the Client setting out in how far the Services provided by the Authorised Personnel were not satifactory and will, wherever possible or reasonable under the circumstances, try to reach a solution whereby the Contractor can voice his opinion of the matter and Authorised Personnel can remedy the mistakes, or (d) in the event that the Authorised Personnel has, or is alleged to have breached any rules or regulations imposed by the Client or operator of any site at which an Assignment is undertaken that concerns health, safety or appropriate behaviour.
Contractor and K2 agree that withheld payments represent a genuine pre-estimate of damage suffered by K2. Nothing in this clause shall be understood to limit K2’s right to claim any other form of relief or reparation and K2 reserves its rights to do so.
For clarity: signed and approved timesheets or entries into Client time management systems are evidence that time has been worked only, and not evidence that Services have been undertaken to a satisfactory standard.
7- Dates of Payment. If authorised timesheets/evidence of logged time and invoices are received by K2 on or before the fifth (5th) calendar day of the month, payments will be released from K2 on the twenty-first (21st) calendar day of the month or if the twentyfirst (21st) calendar day of the month falls on a week-end then the next available working day.
12 – Employment Agencies Regulations 2003. By commencing the Assignment, the Contractor confirms the Conduct of Employment Agencies and Employment Businesses Regulations 2003 do not apply to this Agreement. Contractor is free to opt back in to those Regulations by providing one month written notice. In accordance with the Regulations, if such notice is provided during an Assignment, it shall not take effect until that Assignment is finished.
13 – Termination. K2 may terminate this Agreement or any Assignment at any time by giving no less than ten working days prior notice. If termination is given in the first twenty working days of the contract not more than twenty-four hours notice need be given.
Notwithstanding the above, K2 may terminate this Agreement or any Assignment without notice in the event of:
(a) any breach by the Contractor and or the Authorised Personnel of any of the provisions of this Agreement or Schedule or its obligations to the Client; or
(b) the Client terminating the Assignment.
Contractor understands the term of any assignment is binding and that Contractor and/or Authorised Personnel have no rights to terminate this Agreement unless otherwise is stated on the respective SOA. For clarity, Contractor understands that where no termination period is provided in the respective SOA, Contractor has no right to terminate the Assignment which shall automatically terminate on the earlier of the end date stipulated in the SOA or when the Services are completed.
Any breach of this Agreement by Contractor and/or Authorised Personnel leaving an Assignment prior to the end of that Assignment is a material breach of this Agreement and will be understood and treated as such by K2. In such case Contractor is, as a minimum, obliged to provide a free handover, if required, and to generally do what is reasonably required to ensure the Client’s business can continue with as little interruption as possible and to enable a smooth handover to the substitute.
K2 reserves the right to temporarily suspend the Services to be provided under a relevant SOA in line with the Client's needs.
Written notice of such suspension shall be given by K2 to the Contractor as soon as reasonably possible. K2 will use its best efforts to ensure the suspension is as short as possible but does not accept any liability for any loss of earnings, loss of profits, or missed business opportunities connected with or to the suspension of the Services.
Do you routinely sign a contract with such terms? K2 may withhold all or part payment in the event the Client withholds such payment or rejects the Authorised Personnel due to (a) a breach by the Authorised Personnel of the terms of the Agreement or Schedule, (b) failure by the Contractor to ensure Authorised Personnel complies with its obligations, (c) the Services not having been, or being alleged not to have been undertaken to a satisfactory standard – K2 will in this case endeavour to obtain a statement of the Client setting out in how far the Services provided by the Authorised Personnel were not satifactory and will, wherever possible or reasonable under the circumstances, try to reach a solution whereby the Contractor can voice his opinion of the matter and Authorised Personnel can remedy the mistakes, or (d) in the event that the Authorised Personnel has, or is alleged to have breached any rules or regulations imposed by the Client or operator of any site at which an Assignment is undertaken that concerns health, safety or appropriate behaviour.
Contractor and K2 agree that withheld payments represent a genuine pre-estimate of damage suffered by K2. Nothing in this clause shall be understood to limit K2’s right to claim any other form of relief or reparation and K2 reserves its rights to do so.
For clarity: signed and approved timesheets or entries into Client time management systems are evidence that time has been worked only, and not evidence that Services have been undertaken to a satisfactory standard.
7- Dates of Payment. If authorised timesheets/evidence of logged time and invoices are received by K2 on or before the fifth (5th) calendar day of the month, payments will be released from K2 on the twenty-first (21st) calendar day of the month or if the twentyfirst (21st) calendar day of the month falls on a week-end then the next available working day.
12 – Employment Agencies Regulations 2003. By commencing the Assignment, the Contractor confirms the Conduct of Employment Agencies and Employment Businesses Regulations 2003 do not apply to this Agreement. Contractor is free to opt back in to those Regulations by providing one month written notice. In accordance with the Regulations, if such notice is provided during an Assignment, it shall not take effect until that Assignment is finished.
13 – Termination. K2 may terminate this Agreement or any Assignment at any time by giving no less than ten working days prior notice. If termination is given in the first twenty working days of the contract not more than twenty-four hours notice need be given.
Notwithstanding the above, K2 may terminate this Agreement or any Assignment without notice in the event of:
(a) any breach by the Contractor and or the Authorised Personnel of any of the provisions of this Agreement or Schedule or its obligations to the Client; or
(b) the Client terminating the Assignment.
Contractor understands the term of any assignment is binding and that Contractor and/or Authorised Personnel have no rights to terminate this Agreement unless otherwise is stated on the respective SOA. For clarity, Contractor understands that where no termination period is provided in the respective SOA, Contractor has no right to terminate the Assignment which shall automatically terminate on the earlier of the end date stipulated in the SOA or when the Services are completed.
Any breach of this Agreement by Contractor and/or Authorised Personnel leaving an Assignment prior to the end of that Assignment is a material breach of this Agreement and will be understood and treated as such by K2. In such case Contractor is, as a minimum, obliged to provide a free handover, if required, and to generally do what is reasonably required to ensure the Client’s business can continue with as little interruption as possible and to enable a smooth handover to the substitute.
K2 reserves the right to temporarily suspend the Services to be provided under a relevant SOA in line with the Client's needs.
Written notice of such suspension shall be given by K2 to the Contractor as soon as reasonably possible. K2 will use its best efforts to ensure the suspension is as short as possible but does not accept any liability for any loss of earnings, loss of profits, or missed business opportunities connected with or to the suspension of the Services.
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