Master Service Agreement?

[UhOh]

Hi,
After recently switching to contracting I've been asked to sign an ongoing Master Service Agreement, after which Statement of Work contracts will be added/appended for individual projects. All new to this, so is there anything I should be wary of?
Thanks in advance!

[northernladuk]

Hi,
After recently switching to contracting I've been asked to sign an ongoing Master Service Agreement, after which Statement of Work contracts will be added/appended for individual projects. All new to this, so is there anything I should be wary of?
Thanks in advance!

The paperwork looking like a sham after awhile? This will look good at first but in time it could just look like a paperwork game. Speak to QDOS and get them to look over the contracts and SoW's for you.

If you aren't up to speed with IR35 then there are plenty of newbie guides on the right and on google.

[UhOh]

The paperwork looking like a sham after awhile? This will look good at first but in time it could just look like a paperwork game. Speak to QDOS and get them to look over the contracts and SoW's for you.

If you aren't up to speed with IR35 then there are plenty of newbie guides on the right and on google.

It's a 10 page contract so I'm not sure if there's anything that would be particularly bad for me to agree to. Is that QDOScontractor.com you're refering to?

[TheCyclingProgrammer]

Sounds pretty normal to me. My arrangement with clients is similar, I use IPSE contract templates.

The MSA simply outlines the general terms of the relationship with your client. It covers the standard stuff that will apply to all engagements. You should only ever need to sign this once with each new client. It doesn’t commit anyone to a package of work.

You should be putting together a work schedule, or statement of work or similar for each project that clearly outlined what the project or role is, the scope, start and end dates, the rate and anything else important related to that role. You should have one of these per engagement.

[UhOh]

Thanks, yes, that sounds like what it's saying, as far as I can tell! I wasn't sure if I'd be permitted to work with another client if there was no current engagement related to this MSA.

[TheCyclingProgrammer]

I wouldn’t be signing any MSA that seeks to restrict your work elsewhere.

If you’re going to the client direct you should always try and use your own contracts, ideally ones that IR35 friendly and don’t need reviewing every time.

[northernladuk]

It's a 10 page contract so I'm not sure if there's anything that would be particularly bad for me to agree to. Is that QDOScontractor.com you're refering to?

Yep. Specifically https://www.qdoscontractor.com/full-...ontract-review

They do free reviews depending on what insurances you take out with them but if you are unsure at the beginning get a full review. It's peanuts compare to the risk of not knowing.

[oilboil]

This is what most "real" businesses do when they are looking to engage more than once with a client.

It effectively means all the invoice payment date, obligations, handcuffs, legal jurisdiction can be handled once and don't need to be reiterated on the next piece of work - basically it allows the end client to not have to go through all the procurement and due diligence checks to re-engage with you

Make sure you don't include rates in the MSA as then it becomes difficult to change on individual pieces of work (or when you want a rate increase) without renegotiating the MSA

I'd also look to include a clause in the MSA that says "where the terms stated in this MSA and the engagement Statement of Work differ, it will be the terms in the SOW that take precedence"

[TheCyclingProgrammer]

A lot of this is standard so if you're going to use your own I'd recommend getting some templates rather than attempting to write your own. Or pay a solicitor to draw one up. IPSE have templates if you're a member.