Reply to: How carefully do you read a contract before signing?

[CheeseSlice]

Seems to me the agency was either incompetent or trying to brush you off.
Signing the contract is the final stage to closing the deal for the agent and the contractor. It’s in both interest to solve any last minute issues getting in the way, it’s give and take. If they won’t budge or claiming they don’t know who can do it then it’s probably a tactic. Be firm and tell them which clauses are red lines and be prepared to walk away from these and incomplete contracts. They should be focussed and keen at this point and need to demonstrate a willingness to negotiate with you and their own legal department. If you don’t sign they lose and they have to start over.

[Eirikur]

Did they also tell you what margin they were on, or were they effectively asking you to sign a blank cheque?

Nope I told them remove the clause or I will walk away. They removed it.
The end client (a city council) terminated half way through BTW, a new (clueless) IT director came in and thought it was an easy way to make some savings by getting rid of contractors and some permie came back from maternity leave, who they thought could do my job, which they couldn't, I found out later.

[malvolio]

Oooooh that's a good one!

It's also a damned good demonstration of how agencies view their candidates and how their business model actually works. It's nothing to do with procuring the best talent for the role, just the most profitable.

[hobnob]

If the contract would be terminated early by myself or the endclient I would have to pay the agency their missed revenue for the remaining contract period. (Harvey Nash - 2013)

Did they also tell you what margin they were on, or were they effectively asking you to sign a blank cheque?

[SueEllen]

If the contract would be terminated early by myself or the endclient I would have to pay the agency their missed revenue for the remaining contract period. (Harvey Nash - 2013)

I had similar but it was a smaller agency in 2008 and put in the extension. Had a fight getting some of the clauses removed.

[northernladuk]

If the contract would be terminated early by myself or the endclient I would have to pay the agency their missed revenue for the remaining contract period. (Harvey Nash - 2013)

Oooooh that's a good one!

[Eirikur]

Bonus question: what's the dirtiest thing you've ever found in a contract an agency was asking you to sign?

If the contract would be terminated early by myself or the endclient I would have to pay the agency their missed revenue for the remaining contract period. (Harvey Nash - 2013)

[ShandyDrinker]

+1 for Merkel. Egos is good too.

+1 for Egos. On a contract I did for an ex-colleague as a personal favour, he nailed me to the floor on the rate which in return I changed amended the standard IPSE contract at the time to effectively have immediate notice. I'd always been very upfront that if something better came along, I'd most likely have to re-consider. Fast forward 4 months and precisely that situation arose. It got somewhat nasty with the ex-colleague but as Egos said, those are the terms and my ex-colleague signed the contract, end of story, they have no recourse for immediate termination.

While I've been happy to use the usual suspect such as QDOS and Bauer & Cottrell in the past, knowing when to use more specialist firms such as Egos or Markel Tax really will help you out in the long run.

[jamesbrown]

+1 for Merkel. Egos is good too.

[malvolio]

I think I sort of agree. In general contracts are fairly clear, with few, if any, legalese points. So as long as you're comfortable with reading carefully what is says, and capable of googling any of the latin/legalese, then I don't see an issue.
It's not like agencies are out to rip off all contractors.
The issue more recently though is with new clauses trying to shift liability. I don't think we really know fort sure whether these would hold any water so more caution is appropriate. In these cases then a professional review is a great mitigator of risk.

MErkel Tax, who do IPSE's contract reviews, look at the whole contract rather than just the IR35 content that others focus on. I've heard many complaints over the years that it is more expensive than the IR35 shops. Well it is, but it's safeguarding several tens of thousands, so I never really followed that argument.

They still offer the service - with discounts for IPSE people - so may be worth investigating.

[jamesbrown]

I think I sort of agree. In general contracts are fairly clear, with few, if any, legalese points. So as long as you're comfortable with reading carefully what is says, and capable of googling any of the latin/legalese, then I don't see an issue.
It's not like agencies are out to rip off all contractors.
The issue more recently though is with new clauses trying to shift liability. I don't think we really know fort sure whether these would hold any water so more caution is appropriate. In these cases then a professional review is a great mitigator of risk.

I consider myself to be pretty savvy w/r to reading contracts - and I do always read them thoroughly - but I've been surprised in the past about the results of commercial reviews, particularly w/r to IP, which is a big deal in my area. Professionals are there for a reason and a few hundred quid is absolutely nothing for what they potentially flag. Equally, or perhaps even more importantly, it carries weight when renegotiating terms. If you have a commercial law review, my personal experience is that it definitely facilitates a smoother renegotiation.

[Lance]

If you aren’t getting your contracts reviewed by a commercial lawyer for commercial terms (else you’re very experienced about what to look for, having asked for many such reviews of prior contracts), then good luck to you. I’ve never understood the fixation on IR35 reviews at the expense of commercial terms.

I think I sort of agree. In general contracts are fairly clear, with few, if any, legalese points. So as long as you're comfortable with reading carefully what is says, and capable of googling any of the latin/legalese, then I don't see an issue.
It's not like agencies are out to rip off all contractors.
The issue more recently though is with new clauses trying to shift liability. I don't think we really know fort sure whether these would hold any water so more caution is appropriate. In these cases then a professional review is a great mitigator of risk.

[jamesbrown]

If you aren’t getting your contracts reviewed by a commercial lawyer for commercial terms (else you’re very experienced about what to look for, having asked for many such reviews of prior contracts), then good luck to you. I’ve never understood the fixation on IR35 reviews at the expense of commercial terms.

[Lance]

There were actually several schedules, all but one of which were included in a single document along with the boilerplate text which is apparently the same for all their contractors. The boilerplate referred to the schedules by name or by number, including several references to the missing one. The agency said they use the same setup for all their contractors, and no one could find or allow me to see the missing schedule.

that's fine then. If there is a missing one, and you have an email saying there isn't one, then you cannot be held to anything it might have said.

Nothing to see here.

[bythescruff]

There were actually several schedules, all but one of which were included in a single document along with the boilerplate text which is apparently the same for all their contractors. The boilerplate referred to the schedules by name or by number, including several references to the missing one. The agency said they use the same setup for all their contractors, and no one could find or allow me to see the missing schedule.