Reply to: HELP! Urgently need template direct to client contract template

[Old Greg]

Or hasn't realised that the basic PCG contract template and supporting material is free to everyone that can be bothered to check the website...?

Of course the OP wants (wanted) a direct-to-client version,which sadly is members only.

Fair enough it being for members only (which I am - or at least my money's been taken which amounts to the same thing).

[malvolio]

Maybe you just judge others by your own standards.

Or hasn't realised that the basic PCG contract template and supporting material is free to everyone that can be bothered to check the website...?

Of course the OP wants (wanted) a direct-to-client version,which sadly is members only.

[Old Greg]

Am I the only cynic on here or does this stink of "I'm not a PCG member so I'll use someone else's fully paid membership to get a contract template?" Could be just me of course but I have stumbled across more than one timebound situation (e.g. SALE ends today) before which stretches the truth a tad.

Maybe you just judge others by your own standards.

[Gordon Ice]

Old Cynic

Am I the only cynic on here or does this stink of "I'm not a PCG member so I'll use someone else's fully paid membership to get a contract template?" Could be just me of course but I have stumbled across more than one timebound situation (e.g. SALE ends today) before which stretches the truth a tad.

[Old Greg]

No, it's contract law applied to a business relationship to underline a particular area of that relationship. It's only a sham if you see yourself as an employee of your client, in which case you shouldn't be working through a limited company anyway.

HTH

I understand what you are saying. But a client company is quite entitled to enter a contract with a supplier company for that supplier company to provide the service of a specific individual, where no other individual would be acceptable. This doesn't imply an employment relationship. This is what my Ltd will be doing, and it would be hard to see how anyone could infer that an employment relationship exists, seeing as:

I will never go to the client.
I will never meet anyone from the client.
I will never speak to anyone from the client except to sort out payment.
The client will have no say in where, when or how I undertake my services.
The client can terminate the contract at any time they choose.

I think the reality is that many (most) of us have an RoS clause as a tool to keep us outside of IR35, but in reality we never expect that we would be able to enforce it. Hence my reliance in working practice on MOO and D&C.

[malvolio]

I believe that posters here have on occasion successfully used their RoS, but I wonder really really really, if the whole thing is principally a sham.

No, it's contract law applied to a business relationship to underline a particular area of that relationship. It's only a sham if you see yourself as an employee of your client, in which case you shouldn't be working through a limited company anyway.

HTH

[Old Greg]

Thanks to all for advice, and especially to those that sent contract templates. As far as the RoS is concerned, I'm more comfortable with proposing a clause that give the client the right to refuse a substitution (although the client already has the right to cancel without notice, so that would do the trick as well if they didn't want the subbie).

I believe that posters here have on occasion successfully used their RoS, but I wonder really really really, if the whole thing is principally a sham.

Thanks again to all.

OG

[mudskipper]

Cheers - made me smile. I made promises to have it done over the weekend, and would like to be able to honour that. Fortunately, behind the scenes on the PM system, I've had a kind offer of help so I should be sorted.

It has made me think once again about Right of Substitution. I understand its relevance to IR35, but does anyone believe in it? I'm tempted to remove it and rely on MOO and Direction and Control. The reality is they are paying my company to supply me, who they know, who has experience in service change in the NHS and a great deal of knowledge about a very very niche area of medical practice. I wouldn't sign an unfettered RoS clause if I were the client. Any thoughts?

I contract direct. After discussion with the client, we amended the ROS clause to the following:

The Company may substitute the primary consultant with another representative of the Company provided that the Client is satisfied that the proposed substitute has the necessary skills, experience and training to fulfil the contract services.

Although, thinking about it, as the contract never actually names me as the primary consultant, it's probably a moot point anyway.

[malvolio]

Cheers - made me smile. I made promises to have it done over the weekend, and would like to be able to honour that. Fortunately, behind the scenes on the PM system, I've had a kind offer of help so I should be sorted.

It has made me think once again about Right of Substitution. I understand its relevance to IR35, but does anyone believe in it? I'm tempted to remove it and rely on MOO and Direction and Control. The reality is they are paying my company to supply me, who they know, who has experience in service change in the NHS and a great deal of knowledge about a very very niche area of medical practice. I wouldn't sign an unfettered RoS clause if I were the client. Any thoughts?

Bad idea, unless you can absolutely demonstrate solid D&C and MOO. The whole point is to demonstrate a lack of personal service, which is what RoS implies. Your client may well want your niche skills, but he doesn't need you personally.

That said he will need an escape option. If you allow an RoS which the client cannot unreasonably refuse, the only argument is about what is reasonable at any point. If you are capable of doing that job at that time and your proposed subbie isn't to the client's satisfaction, the the RoS clause is not a sham, the refusal is purely a business decision. Which is why the PCG templates use that formula.

[Old Greg]

I am impressed by your patience with the replies you have received. I should have thought this was appropriate by now:

There must be someone with an electronic copy of an IR35-proof contract you can have.

Cheers - made me smile. I made promises to have it done over the weekend, and would like to be able to honour that. Fortunately, behind the scenes on the PM system, I've had a kind offer of help so I should be sorted.

It has made me think once again about Right of Substitution. I understand its relevance to IR35, but does anyone believe in it? I'm tempted to remove it and rely on MOO and Direction and Control. The reality is they are paying my company to supply me, who they know, who has experience in service change in the NHS and a great deal of knowledge about a very very niche area of medical practice. I wouldn't sign an unfettered RoS clause if I were the client. Any thoughts?

[d000hg]

Well I guess one of us could send a copy of the PCG template, since I think he'd be breaching it to use it as a non-member.

If you get desperate, I'm a member, but would prefer you try PCG directly on Monday morning first.

[RichardCranium]

After over 5 months on the bench, I have a shiny contract.

I am impressed by your patience with the replies you have received. I should have thought this was appropriate by now:

I need a template contract to send to them 1st thing Monday a.m.

There must be someone with an electronic copy of an IR35-proof contract you can have.

[v8gaz]

Call the PCG office on Monday and ask for Mandie - she'll sort you out in a jiffy.

[Old Greg]

PCG are prompt and helpful in my experience. If you give them a call on Monday morning I'm sure they'll sort you out. Also, (unless I'm making this up), their sample contracts used to be very long indeed and not brilliantly written, but their current batch are much more concise and understandable. Just enjoy your weekend will you? Nothing's that urgent!

Ta. Will apply for permission to enjoy weekend from Mrs OG, who is 7 months pregnant and has strong moral views on work and idleness (especially in me).

[thunderlizard]

PCG are prompt and helpful in my experience. If you give them a call on Monday morning I'm sure they'll sort you out. Also, (unless I'm making this up), their sample contracts used to be very long indeed and not brilliantly written, but their current batch are much more concise and understandable. Just enjoy your weekend will you? Nothing's that urgent!