Extra contract between my company and client

[TheFaQQer]

So the 18 month thing is in the extra agreement. I misunderstood. Again

Personally I wouldn't sign that in a month of Sundays unless all the work was chargeable.

I used to give a 90 day warranty, even that was difficult enough. Always used to get a certain amount of feature creep. What you consider a bug and what the end client does are very likely to be very different indeed.

My contract is worded as "Provided that The Contractor is notified within a reasonable time period from the end..." I would argue that anything after the end of the contract is not a reasonable time, since they should have tested it before the end...

[ASB]

I haven't signed it yet ASB.

The client just wants the IP/Ownership bit sorted because they need to cover their backs because they have a huge IP agreement with the client they are working for, it just happens it's their standard contract and these other clauses are in there.

So the 18 month thing is in the extra agreement. I misunderstood. Again

Personally I wouldn't sign that in a month of Sundays unless all the work was chargeable.

I used to give a 90 day warranty, even that was difficult enough. Always used to get a certain amount of feature creep. What you consider a bug and what the end client does are very likely to be very different indeed.

[yellow]

I haven't signed it yet ASB.

The client just wants the IP/Ownership bit sorted because they need to cover their backs because they have a huge IP agreement with the client they are working for, it just happens it's their standard contract and these other clauses are in there.

[ASB]

"period of 18 months from the Completion date...fix all bugs or viruses....any defective work will be corrected by the Company at it's own cost and in it's own time"

which I think is completely unreasonable.

y x

If you think it's completely unreasonable this does rather beg the question of why you signed it......

Regarding IP etc there are potential issues if you try and give it to them (in a seperate contract). There needs to be a consideration so it should be sold (for a quid if need be).

Also you might want to ask yourself the question of whether it is actually yours to give up (although it sounds like it is).

[Euro-commuter]

I think the substitution clause is good for IR35. It shows that you do have a real right of substitution, not just a contractual sham.

I think that is besides the point.

Tell them they need to sort this with your agent, that is what he is there for.

If they want support then offer them a support contract.
If they want you to be responsible for bug fixing and errors then tell them you want a full spec for the job which you will quote a price for.

Otherwise you may have to walk away.

Uh-huh. What's a bug? When it doesn't do what they currently want?

[The Lone Gunman]

I think the substitution clause is good for IR35. It shows that you do have a real right of substitution, not just a contractual sham.

I think that is besides the point.

Tell them they need to sort this with your agent, that is what he is there for.

If they want support then offer them a support contract.
If they want you to be responsible for bug fixing and errors then tell them you want a full spec for the job which you will quote a price for.

Otherwise you may have to walk away.

[VectraMan]

The substitution clause states that I am required to give four weeks notice of any substitution.

That might still be a problem from an IR35 point of view. I don't think anybody would agree to the bugs thing, not without getting at the very least the same rate for the extra work.

I'd just tell them that you intend to honour the contract as signed.

[yellow]

Thanks for all of your feedback. The contract is worded between the client and company, no mention of employee.

The substitution clause states that I am required to give four weeks notice of any substitution.

I think it's all OK apart from the maintenance thing

"period of 18 months from the Completion date...fix all bugs or viruses....any defective work will be corrected by the Company at it's own cost and in it's own time"

which I think is completely unreasonable.

y x

[VectraMan]

I've had to sign stuff like that, usually because they have a view of you that looks very like an employee. I once said to the client's HR that I couldn't sign it, because it referred to me as "the employee", and I'm not an employee. If you don't sign it you don't get the job, simple as that, was the answer. But I'm not looking for a job..... then I imagined the amount of backup I'd get from the agent when I told him I was trying to do what he would see as throwing away his commission.

One day I hope to have enough spare money that I can stick to my logic and not bend to this. Meantime, I signed, with my fingers crossed.

I'd have stuck to my guns. I've been presented with the odd thing that says "employee", but I've complained and they'll just go away and print out another copy with the word "employee" changed to "contractor" or something similar. HR departments aren't known for flexibility though.

On the other hand, perhaps if you sign something that describes you as an "employee" when you aren't one, then the whole thing is rendered null and void? So if it's meaningless, you may as well sign it and then you're free to sell all the company secrets to their competitor at the end of your contract.

[Euro-commuter]

I've signed an NDA direct with the client before, which seems fair enough. The contract with the agent should cover all the issues of IP. Sounds a bit like they're trying to get extra terms the agent wouldn't agree to?

Have you spoken to the agent about this?

I've had to sign stuff like that, usually because they have a view of you that looks very like an employee. I once said to the client's HR that I couldn't sign it, because it referred to me as "the employee", and I'm not an employee. If you don't sign it you don't get the job, simple as that, was the answer. But I'm not looking for a job..... then I imagined the amount of backup I'd get from the agent when I told him I was trying to do what he would see as throwing away his commission.

One day I hope to have enough spare money that I can stick to my logic and not bend to this. Meantime, I signed, with my fingers crossed.

[The Lone Gunman]

I am making a large assumption here.
If you are on an hourly or daily rate then the minute they sign your time sheet they are accepting that the work was up to scratch (make sure it says so on the sheet they sign), any bugs found later are their responsibility. If they want you to be responsible then they should agree a fixed price contract for a declared work package.
If they want you to come back and fix bugs later then it is up to you to agree, but I would be inclined to put a premium rate on the hours you may have to do and would also suggest they pay a retainer even if there is nothing to do.
There should be nothing in your contract that extends your comitment to them that does not have an equal clause stating what that commitment will cost them.

Do not sign away the right to provide a sub.

State that all IP rights remain yours untill all payments have been made.

As ever: I am not qualified to give this advice.

[VectraMan]

I've signed an NDA direct with the client before, which seems fair enough. The contract with the agent should cover all the issues of IP. Sounds a bit like they're trying to get extra terms the agent wouldn't agree to?

Have you spoken to the agent about this?

[Cowboy Bob]

You do not have a contract with the client. You have one with the agency, as you've already stated. And no, it's not common to have a separate contract with the client. They should have done their due dilligence with the agency. Technically, they have no right to ask you to sign it. If you're feeling nice you can sign it, but if I were you, I'd refuse to sign unless the responsibility for bugs bit and any restrictions on substitution are taken out. IP/ownership stuff should be OK though.

[yellow]

Hello

Despite having a contractual agreement with an agency and invoicing them, the end client has asked me to sign an extra agreement, mainly because the agency contract didn't factor in IP/ownership issues, although there are other bits and pieces in there about substitution and being responsible for bugs etc in code 18 months after the contract is finished.

The company seem great - been here for a few weeks (my first contract), so I don't think it's anything dodgy, but just to watch my back is this standard practice or at least common to have an extra contract like this..?

Thanks

y x