Contract clauses query

[redlorry]

Hi all

I've been browsing these forums for a few weeks, and came across a forum post that discussed some contract clauses that most of you found to be unacceptable.

Ironically I have now been given a contract with something similar, but for the life of me I can't find the post again (I have searched a fair bit!).

So apologies for posting something similar again. Hoping someone can point me to the other thread, but also looking for a general idea of what you think of a clause like this in your contract :

"The Company shall have the right, upon giving reasonable notice, to receive or have access to any documentation
or information reasonably requested for the purpose of assessing the Service Provider’s compliance with this
Agreement and/ or compliance with Tax Legislation including, where requested, access to the premises on which
such documentation is kept. The Service Provider's consent to, and reasonable cooperation with, such requests
shall not be unreasonably withheld or delayed."

The Company = agent
Service Provider = contractor


Personally this clause scares me, I don't want to give carte blanche access to this agency to be able to waltz into my premises & inspect whatever they like in the name of ensuring I am complying with their agreement.

They also have another clause requiring me to have all the necessary insurances in place (fine with that) but that if they don't believe my insurance cover is adequate I give them the right to purchase cover that they deem fit & they will deduct the cost of such cover from my fees. I'm not happy with this either.

(For the record, I am a PCG/IPSE member & will get this reviewed, but that will be an IR35 review, whereas I'm looking at clauses here that are purely for the benefit of the agent & nothing to do with IR35)

Just looking to see if I'm being unreasonable about being unhappy with these clauses, or is there something I'm missing? TIA

[SlipTheJab]

Hi all

They also have another clause requiring me to have all the necessary insurances in place (fine with that) but that if they don't believe my insurance cover is adequate I give them the right to purchase cover that they deem fit & they will deduct the cost of such cover from my fees. I'm not happy with this either.

I've never seen that before, surely they would just require you to scan over a copy of your proofs of insurance and that's it.

[ORVBA]

Red Lorry, my contract that i just got today has exactly the same wording. Is clause 2.3 about substitution and have they removed that clause in the special conditions on the assignment schedule?

[Project Monkey]

Hi all

I've been browsing these forums for a few weeks, and came across a forum post that discussed some contract clauses that most of you found to be unacceptable.

Ironically I have now been given a contract with something similar, but for the life of me I can't find the post again (I have searched a fair bit!).

So apologies for posting something similar again. Hoping someone can point me to the other thread, but also looking for a general idea of what you think of a clause like this in your contract :

"The Company shall have the right, upon giving reasonable notice, to receive or have access to any documentation
or information reasonably requested for the purpose of assessing the Service Provider’s compliance with this
Agreement and/ or compliance with Tax Legislation including, where requested, access to the premises on which
such documentation is kept. The Service Provider's consent to, and reasonable cooperation with, such requests
shall not be unreasonably withheld or delayed."

The Company = agent
Service Provider = contractor


Personally this clause scares me, I don't want to give carte blanche access to this agency to be able to waltz into my premises & inspect whatever they like in the name of ensuring I am complying with their agreement.

They also have another clause requiring me to have all the necessary insurances in place (fine with that) but that if they don't believe my insurance cover is adequate I give them the right to purchase cover that they deem fit & they will deduct the cost of such cover from my fees. I'm not happy with this either.

(For the record, I am a PCG/IPSE member & will get this reviewed, but that will be an IR35 review, whereas I'm looking at clauses here that are purely for the benefit of the agent & nothing to do with IR35)

Just looking to see if I'm being unreasonable about being unhappy with these clauses, or is there something I'm missing? TIA

The key words here are 'resonable' and 'unreasonably', there's no suggestion that they would have a right to waltz in whenever they want. In other words: 'if we need to come and have look at your documentation, ask nicely arrange a covenient time, is that ok?'

[redlorry]

The key words here are 'resonable' and 'unreasonably', there's no suggestion that they would have a right to waltz in whenever they want. In other words: 'if we need to come and have look at your documentation, ask nicely arrange a covenient time, is that ok?'

Sure I get that.

But the only onus on them is to give me reasonable notice.
The onus on me is to not unreasonably withhold access.

Why would I want to give them access to my premises just because they asked and gave me a weeks notice ("reasonable")? Which I then can't unreasonably deny? What would constitute a reasonable refusal on my part, other than "that's not enough time". Why do they even need to access my premises, or documentation, or "compliance with Tax Legislation" - and what does that include anyway?

[redlorry]

Red Lorry, my contract that i just got today has exactly the same wording. Is clause 2.3 about substitution and have they removed that clause in the special conditions on the assignment schedule?

Bingo. Seems we're through the same agency.
I don't have my Special Conditions yet as I'm still working through what I don't like in this contract to have them add it to the Special Conditions.

[malvolio]

If you use the IPSE review service, it covers a lot more than IR35...

HTH

[redlorry]

If you use the IPSE review service, it covers a lot more than IR35...

HTH

Thanks malvolio - the IPSE contract review page simply talks about IR35 and tax status though. There is nothing in there to suggest they'll help with unreasonable commercial clauses, the focus (from what I can see) seems to be IR35 based (sent to "tax experts")

In addition, I've had contract reviews by (then) PCG before, and literally I just got a "yeah it's fine" and I had to negotiate clauses I deemed unnecessary (nothing to do with IR35) myself, with no guidance from the PCG review. Granted, they may have changed that since my last review, but nothing on their review page indicates that it has.

[Contreras]

"The Company shall have the right, upon giving reasonable notice, to receive or have access to any documentation
or information reasonably requested for the purpose of assessing the Service Provider’s compliance with this
Agreement and/ or compliance with Tax Legislation including, where requested, access to the premises on which
such documentation is kept. The Service Provider's consent to, and reasonable cooperation with, such requests
shall not be unreasonably withheld or delayed."

Reasonable or not, it's wholly unnecessary. Btw, "reasonable" in legalese may not mean quite what you expect.

Personally I'd ask for the entire clause to be deleted - non-negotiable.

... if they don't believe my insurance cover is adequate I give them the right to purchase cover that they deem fit & they will deduct the cost of such cover from my fees. I'm not happy with this either.

Reword to specify the precise level of insurances that they require and which you will provide evidence of.

(For the record, I am a PCG/IPSE member & will get this reviewed, but that will be an IR35 review, whereas I'm looking at clauses here that are purely for the benefit of the agent & nothing to do with IR35)

Well done for bothering to read and understand the contract.

Personally I would get the commercial points agreed before sending it for review, especially if it's as simple as deleting the unwanted clauses. I doubt that either of those mentioned will cause much trouble for the agent if that's all it takes to get you to sign.