Legal Contract Review

**malvolio** · 10 February 2012, 09:29

Originally posted by tvr450 View Post

Hi Guys

I am going direct to a client as a supplier rather than as a straightforward contractor. They have sent me an "IT Single Engagement Services Agreement" and advised me to go through it with my legal team. I don't have a legal team!

Does anyone know who I should approach to look through this agreement for me, from a legal perspective?

Roger Sinclair at Egos is probably the expert although he's not cheap. Or have a word with Accountax who can do the legals as well as the tax side.

Or offer them the standard PCG contract which Roger wrote and shoudn't need revising.

**minstrel** · 10 February 2012, 10:40

Bauer and Cottrell also do this type of work and are often recommended.

**northernladuk** · 10 February 2012, 10:42

Are you sure there are no other strings attached to this? It is a great position to be in, particularly if this gets you on the Preferential Suppliers list as well. It means you could possible shelter contractors through your service agreement when cuts come so they appear to be cutting headcount but hiding it through you. Could be an nice win if dealt with properly. IR35 not an issue earlier...

Do they not need other paperwork around credit worthiness, insurances, NDA's, SOW's and the like?

What are the payment terms? You looking at a full 60-90 day thing?

**minstrel** · 10 February 2012, 11:48

I had a similar situation with a previous client. They were a reasonable size, but nearly all their contractors came through agencies. I was introduced direct and we both agreed that there was no need to introduce an agency into the equation.

However, the contract they had was a two pager, probably 15-20 years old and a complete IR35 fail.

I put forward the PCG contract, which they rejected. I kept trying to push the PCG contract, but eventually it got to the point where they said I needed to sign their contract or there would be no contract.

I reluctantly decided that it was better to sign their contract and take the risk of being caught by IR35 rather than walking.

I emailed them accepting defeat, but making it clear that it didn't reflect the working arrangements I was offering, and also pointing out their contract potentially exposed them to tax and NI liability, but if that was the only option I was being presented with and it was non-negotiable I would sign it.

The next day I received a signed copy of the PCG contract!

Legal Contract Review