Agreement for Work Finding Services Agreement for Work Finding Services
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  1. #1

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    Default Agreement for Work Finding Services

    With my contract coming to an end, I am starting to look around again.
    Twice in the past week I have been speaking to an agency who have sent me a work finding services agreement to sign.
    Not had this before, usually I just have to reply with a right to represent email. I have noticed in both agreements (and have questioned) the following clause:

    terms that apply to each Assignment

    3. In respect of each Assignment


    (i) unless expressly agreed otherwise be subject to the direction, supervision and control of the Hirer or End User to the extent necessary for the proper provision of the Specified Services and comply with such rules and regulations of the Hirer or End User as are relevant to external contractors
    Now I have pushed back on 3 things:

    1 - If this is an agreement about work finding services why have you got clauses related to what happens when you do find me a gig
    2 - This clause stinks of IR35
    3 - IF I was to sign this...and then you do find me a work and a another contract is drawn up that is IR35 friendly (i.e. doesnt have this clause). In the case of an investigation which contract 'wins' out.

    As mentioned I have never had to sign a work finding agreement before, its usually just a right to represent for a role.

    Thoughts?

    MU

  2. #2

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    Interesting one and not having the full context it's hard to say but it's possible it's not as bad as it sounds.

    Is it between you only or is it with your company as you as signatory? If it's to you personally then it's pointless and you can just sign and forget it as long as the proper contract is between you and your company.

    What I do worry is that this is the T&Cs before hand, like an overarching contract and you'll sign just the details of the engagement when they get you a gigs. This isn't how we work and this process isn't fit for us. Surely an agent taking contractors on know this so I'd be surprised if this is the case. We'd have to know more about the whole contract you are signing, not just look at one clause.
    Remember agents deal with other types of engagement, FTC, perm, contract and temping for example. This could relate to temping but not us for example.

    It could be worth checking that if you do get work you will get a fully checked contract that is outside IR35 just to be sure.

    Assume you did then I'd expect the terms in the contract to trump the terms of work finding so really doesn't matter what it says in the first one. This maybe a generic coverall to set expectations but the actual contract is what you are engaged under. If that is the case then it's not an IR35 issue.

    I'm also not convinced the wording is a really bad IR35 issue. It has the caveat at the end saying 'to the extent necessary for the proper provision of the Specified Services'. So if you don't need SD&C to do the job then non applies if that makes sense. It doesn't say you will be, it just says it will have the required level to fulfil the outside IR35 piece of work. That's how I read it. Better for it not to be there at all obviously but don't think it's a stopper. Rules and regs of contractors is fairly standard, most companies have those in their access or security policies so not an issue I don't think.

    In brief I think..
    1 - If this is an agreement about work finding services why have you got clauses related to what happens when you do find me a gig
    It's a cover all for all the types of engagement they work with so not so applicable to us. Are there other clauses that are clearly not applicable to contractors?
    2 - This clause stinks of IR35
    Not 100% convinced by that as per the text above.
    3 - IF I was to sign this...and then you do find me a work and a another contract is drawn up that is IR35 friendly (i.e. doesnt have this clause). In the case of an investigation which contract 'wins' out.
    The last one you signed which will be the one that details the exact work is. Long as you check the D&C is worded better to trump this one.
    Last edited by northernladuk; 8th August 2019 at 10:57.
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  3. #3

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    Is it between you only or is it with your company as you as signatory? If it's to you personally then it's pointless and you can just sign and forget it as long as the proper contract is between you and your company.
    Good Point. Its between me and the agency not my LTD.

    What I do worry is that this is the T&Cs before hand, like an overarching contract and you'll sign just the details of the engagement when they get you a gigs. This isn't how we work and this process isn't fit for us. Surely an agent taking contractors on know this so I'd be surprised if this is the case. We'd have to know more about the whole contract you are signing, not just look at one clause.
    Remember agents deal with other types of engagement, FTC, perm, contract and temping for example. This could relate to temping but not us for example.
    I did ask this and they said that if I do get a role, there will a whole new contract that I will need to review and sign...which leads to...


    Assume you did then I'd expect the terms in the contract to trump the terms of work finding so really doesn't matter what it says in the first one. This maybe a generic coverall to set expectations but the actual contract is what you are engaged under. If that is the case then it's not an IR35 issue.
    I asked which one wins....the agent didnt know. She said she would go back to the legal team and find out.

    I'm also not convinced the wording is a really bad IR35 issue. It has the caveat at the end saying 'to the extent necessary for the proper provision of the Specified Services'. So if you don't need SD&C to do the job then non applies if that makes sense. It doesn't say you will be, it just says it will have the required level to fulfil the outside IR35 piece of work. That's how I read it.
    Fair point. I guess I saw SD&C and alarm bells went ringing.

    In brief I think..
    1 - If this is an agreement about work finding services why have you got clauses related to what happens when you do find me a gig
    It's a cover all for all the types of engagement they work with so not so applicable to us. Are there other clauses that are clearly not applicable to contractors?
    I re-read the agreement and see where you are coming from. The agency is also now acting as a consultancy so could be for this reason.

    Thanks
    MU

  4. #4

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    Do you have any insurances with QDOS? If so they offer some free contract checks so why not see if they'll have a look in to it under one of these?

    If you don't have insurances like TLC35 might be worth getting it. I would say always have it but doubly so in situations that are questionable.

    Slightly off topic but if they are acting like a consultancy and are mixing you up with your LTD etc I'd do a bit more digging. Did they put this in place to bid for Public Sector work or do they envisage it putting them outside the scope of the changes in April 2020? I'd be willing to bet if they are in under a consultancy role but just supply bums on seats the whole set up is a sham so you need to do proper diligence and to the letter.

    Could be wrong but with a contract between my client (agent) and their client I can't see I'd want to know as much as possible about the arrangement.

    Tell us what their legal team says about the contracts. One is to you personally and one is (should be) with your LTD so they aren't related. I don't see how one can trump the other as they aren't connected.
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