Contract Term Clarification Please

[Jason]

Hi All

Just reading my current contract terms for the notice period by both parties however theres a bit in there which i dont quite understand which i am hoping someone can help me with.

Yes i am aware this can be answered by contacting the agency in question however i dont want to alarm them of my next move until the time is right.


Termination Notice Period
7 days for the Agency as set out in Clause 4
0 days for the Company as set out in Clause 4.3

For the avoidance of doubt, in the event of uncertainty or conflict, the Terms of Engagement for a Limited Company Contractor entered into between the parties will have full force and effect over this Project Schedule.


Thanks in advance.

In terms of IR35 it is best to have a minimum notice or no notice period anyway. Are you inside or outside of IR35? A notice period is an indication of an employment. When I was last contracting I had 0 notification and my customers were asking how they could tie me in. I told them I would give them a month's notice if I wished to terminate, but they simply had to say, don't come in tomorrow.

[PSK]

Hello,

I'd need sight of the various documents you and the agency have exchanged to be certain but it sounds like the document you mention here is what they have called the Project Schedule which will presumably detail the specifics of the delivery of this piece of work. They will have a separate document called the Terms of Engagement which they should have given you but which you should ask for if you've not seen it as both the Project Schedule, Terms of Engagement and possibly some other documents and practice will collectively form the 'contract' you and the agent are bound by.

The Terms of Engagement will probably be more generic and cover what is agreed in every contract they have with any contractor using a limited company. The Clause you have set out in red is intended to indicate the hierarchy of the contract - that is if the Project Schedule says something different to the Terms of Engagement about something important, this Clause makes it clear what is actually agreed to all parties and ultimately the Courts if there is a dispute. For example, if the Terms said 'no fault termination is 1 month for the contractor' and this Project Schedule said 1 week, then the 1 month is what has been agreed.

They have probably separated the Project Schedule from the Terms of Engagement in this way to save time and reduce the risk of the agent introducing errors that are contractually binding - the agent or client can put the details of each job in the Project Schedule without having a lawyer look at it and the Terms of Engagement will/should contain all the important legal things. This way they don't need to check if the agent has included or changed important things in the Project Schedule. If you haven't seen the Terms of Engagement then you should ask for a copy. If your interest is in termination periods then you might want to check what, if anything, the Terms of Engagement says about termination. If it's the same as the Project Schedule or if it's silent (no mention at all) then the 7 days/0 days will probably apply. If it's different then what's in the Terms of Engagement will apply (putting aside a potential debate about the Terms being enforceable if you've not seen them which probably wouldn't be as simple as 'I've not seen them so I'm not bound by them' nor the agent saying 'you're bound by them even if you've not asked for them' but something a bit more messy).

Hope this helps and happy to be corrected. As ever, a definitive answer would need sight of the detail in all the documents.

[Going Strong]

Hi All

Just reading my current contract terms for the notice period by both parties however theres a bit in there which i dont quite understand which i am hoping someone can help me with.

Yes i am aware this can be answered by contacting the agency in question however i dont want to alarm them of my next move until the time is right.


Termination Notice Period
7 days for the Agency as set out in Clause 4
0 days for the Company as set out in Clause 4.3

For the avoidance of doubt, in the event of uncertainty or conflict, the Terms of Engagement for a Limited Company Contractor entered into between the parties will have full force and effect over this Project Schedule.


Thanks in advance.