Contractors' Questions: Do I have to use their invoice template?

Contractor’s Question: I’m an established freelance consultant who uses one of the bigger online-only accountants and their e-platform to invoice my clients.

But one client company’s support office says that, from next month, I must submit invoices using their template – not mine via the platform. But their template is complex and unwieldy; can I refuse to use it or could they then legally refuse to pay me? I’ll impose a fee on them for the extra time their templates takes if I have to use it.

Expert’s Answer: Without having the contract between you and the company in front of me, it is hard to provide a definitive answer. However, there are a number of legal principles that may provide some guidance and a number of scenarios I can outline that may apply to you.

In the first scenario, I assume that you embark on a new consultancy contract for every job between you and the company. If this is the case, there might be a high chance that they have included an express term in the contract along the lines of “all invoices are to be submitted using our template.” In this case, you really should be using their template and I am doubtful that you would be able to charge an admin fee for doing so. It should be noted that if this is the case, the onerous or unusual term should be brought to your attention if the term is to be enforced.

Secondly, I assume a slightly different circumstance; you have already signed a contract between you and the company and this contract does not make reference to the way in which invoices should be constructed. As it is not a term in your contract to provide invoices using their format, you would be within your limits to say that you do not wish to use their template for invoices. However, perhaps you may wish to say that you do not want to use their template as it takes longer to complete, and then say that you would use their template if they provide a payment to cover your extra administration time.

For the third scenario, I assume the same circumstances as immediately above, but let’s say that the company is insisting that you use their template for the invoices. In this case, if a court was to decide on what style of invoice you should produce they would look to the previous course of dealings between you and the company. For example, where two parties have engaged in business on certain terms in previous course of dealings, the court may imply a term that relates to the current course of dealing. The court may decide that you do not need to provide invoices to their specification, and they must continue to pay you.

However, the next contract between you and the company may be likely to include a revised term in relation to the specification of invoices; if you sign or have signed this you need to produce invoices to their specification.

As mentioned at the start of this answer, it is almost impossible to give you definitive guidance without having a copy of your contract in front of me. My advice would be to look through your contract and see what it says about invoice specifications. Perhaps a good route to keep good ties with the company would be to ask them if they mind you including your extra administration time with your invoice to their specification.

The expert was Samuel O’Toole of legal advisory Lawdit Solicitors.

Thursday 10th Nov 2016
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Written by Simon Moore

Simon writes impartial news and engaging features for the contractor industry, covering, IR35, the loan charge and general tax and legislation.
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