Help needed on the details of a new contract

**thunderlizard** · 24 August 2006, 23:00

That is a little on the clingy side. But remember it's just a spec, not the contract itself, so you should have opportunities to define that sort of thing later on. If they really value diplomacy, they'll accept that it's a 2 way concept.

Service contracts don't usually allow for time off at all, so I wouldn't worry about having to agree it in advance.

That 'remain diplomatic at all times' sounds like a knee-jerk thing. It probably means that your predecessor was an obstructive tosser.

**oraclesmith** · 25 August 2006, 00:10

Originally posted by Tara

the client has stated the hours 9.00 - 5.30pm and said that the contractor will be required to work extra hours if need be.

If this ends up in the contract, ensure that there is an hourly rate attached to the extra hours. A friend of mine foolishly got landed with a contract which didn't specify how many hours the firm were paying for in their 'day' ! Make sure there are expenses clauses so that , for example, you or your company gets to bill the client or agency for travelling to sites which aren't included in the main deal - plus essential accomodation and subsistence etc.

That I will report to a line manager,

Sounds like a 'temp agency' contract to me. If you're a limited company consultant you report to your Director (you). As a consultant on a service contract at this firm, you may receive the clients work requests from their management and staff, but you certainly don't 'report' to them.

is this the kind of thing that is deemed "inside IR35".

Some agencies normally deal with permanent and PAYE temps so they may not get where you're coming from.

Also, the spec said the client should "remain diplomatic at all times when dealing with people at all levels".

Wouldn't let this appear in the contract as it is subjective. ie. who decides you've crossed the line ? your 'line manager' ?

Is there anything I should probe the agent further about, before accepting this contract? Or is this all quite normal. What should I make sure is in the terms of the contract.

First get the contract, then negotiate the detail. You can always get a lawyer to give it a once over and point out any 'try-it-ons'. I don't know if it is normal or not as I have so far gone direct to the client and used my own form of contract.

I paid a grand for a business law firm to put together a top class service contract template for me to use when going direct. There are all sorts of things in there - notice periods, schedule of work, limits to liability etc. You should read what you get from the agency very carefully as they could put anything in there and it's legally binding once you sign it. Personally, I would have no problem with amending or crossing out clauses I don't like, but them I'm like that !

**cojak** · 25 August 2006, 06:46

I agree with most of Mr Smith's comments here.

1) State hours within day.
2) need to be explicit about expenses (particularly mileage allowance - don't expect 40p pm, 28p is about the norm).

I wouldn't worry too much about the diplomacy sentence though. It's in most contracts and since you're a diplomat anyway it's just the way you'll work.

**Tara** · 31 August 2006, 11:13

Thanks for all your help.

Unfortunately, I didn't get the contract. I could tell things were not going okay when the idiot on the phone said "Let me speak to my colleague, and then we will be in touch blah blah".

Job hunting is depressing.

**Flubster** · 31 August 2006, 11:38

Originally posted by Tara

Job hunting is depressing.

Back to working the streets then...

**Denny** · 31 August 2006, 20:36

Originally posted by Tara

Hello everybody,

I am new to contracting, and just wanted some advice on the terms of a contract I got a call about today.

In the "job spec" I was sent by the agency, the client has stated the hours 9.00 - 5.30pm and said that the contractor will be required to work extra hours if need be. That I will report to a line manager, and that time off must be agreed with the "workstream" team. The contractor will also be required to travel to other sites.

Sounds like a disguised "permie" role!? rather than an actual contractor role.
is this the kind of thing that is deemed "inside IR35".

It's a 3 month role. The rate is 250/day.

Also, the spec said the client should "remain diplomatic at all times when dealing with people at all levels". Sounds like they have alot of office politics amongst the permies.

Is there anything I should probe the agent further about, before accepting this contract? Or is this all quite normal. What should I make sure is in the terms of the contract.

Any advice appreciated

If the contract mirrors the job spec terms and conditions - that are presumably there in case they get a permie, then you're pretty well buggered as far as IR35 exemption goes. Your contract terms are a vital part of the deal as far as the IR goes. Even if you work more like a b2b once on site, your terms say differently and it's unlikely you would be deemed outside of IR35 because anything that you do 'outside the rules' in your contract effectively means that 'your client is allowing you to do it' and he could reign you in at any time - according to the terms of your contract. There's a big difference between working your own hours because you're able to as a b2b and being 'allowed to work from home.'

Accept that you'll be inside IR35 or leave well alone. Othewise, get your client or EB to change your contract to more acceptable terms and make sure that the client agrees.

**lawspeed** · 4 September 2006, 08:28

Tara,

For IR35 purposes, you should as a minimum insist on a clear scope of works to ensure you cannot simply be moved from task to task as the client sees fit.

If you would like more formal advice on the terms, whether from an IR35 or commercial terms perspective (or both) then let me know. We can advise on the terms as they stand and we can also help renegotiate the terms for you.

Help needed on the details of a new contract