Going direct with client's customer (not client)?

[Ariosa]

I've been contracting (limited company) through a recruitment agency with a client and have been working on the client's customer's project for the last 9 months or so.

The client terminated my contract and gave me notice, saying they can't support my engagement with them any more, because of reduced cashflow from its customer for the maintenance phase of the project following the completion of main development work.

The interesting part is that the client's customer has an open position (contract) for the maintenance of this same project I've been working on and I know that the client's customer wants me to apply for this.

I can't find anything in my contract not allowing me to get into a contract with my client's customer. The handcuff clause in my contract only mentions my client ie not allowing my LTD or myself to go direct with the client for 6 months. But no mention of the client's customers:
The Consultancy (that's my LTD), shall not and shall procure that the Consultancy Staff (that's me) shall not for a period of 6 months following the termination of the Assignment, supply the services of the Consultancy Staff directly, or through any other person, company or firm, to any Client* for whom it has carried out the Assignment at any time during the previous 6 months [save in the case of supply through a recruitment consultancy with whom the Consultancy was also registered at the date of commencement of the Assignment].

* "any Client": That could be interepreted in many ways (e.g. to include the client's customers) but I believe that's just a leftover from the contract template the agency is using, in case there are multiple clients for a single contract. In the contract glossary, only one "Client" is mentioned, the client I've been working with. No mention of the client's customers, directly or conceptually.

Opinions?
Is it possible that the contract between the client and the client's customer has handcuff clauses forbidding the customer to directly engage with Consultancies (me) following the termination of their contract? Even in that case, how could either of them ever demand something like that when my client decided to terminate my contract and the client's customer wants me on the project?

[northernladuk]

I'd say the client in their contract is their client so in theory the handcuff stands.

The issue is whether or not by going direct your consultancy will lose any revenue. Thats the key test. They can't hold you a handcuff just for tulips and giggles. It's their to protect their business.

If your client was never going to lose any revenue, either directly or indirectly, then the handcuff won't stand and it would be a bit silly of them to kick up a fuss. They could, however, be wary of you picking up other pieces of work that might either have come their way or you take off them in the future.

It's a tough one when you are so close to the same project/service and I could see why your client might be unhappy in case your workload increases directly reducing theirs.

You'll have to look at the situation very pragmatically and see where your client might lose business because of your move. If you really can't see anything then go for it.

If you do go for it you might want to think about advising your client so they don't kick up a fuss later on. The end client might not want to get involved in a legal wrangle between you two and pass so clients buy in would be helpful.

You'll have to gauge the situation from the coal face.

[Ariosa]

@northernladuk my initial contract was through a recruitment agency, not the client directly.

Also, the client terminated this contract in the middle of this crisis saying that their customer (the same one wanting to be my new client) is not going forward with a new project (this is not a piece of work I’m going to be involved in anyway).

The client’s customer, if they become my new client, wants me to work on the same project I’ve been working on.

I don’t see any terms in my contract (the one being terminated and that is between my consultancy, the recruitment agency and the client) related to my client’s customer. As far as I can tell, I can engage with the client’s customer without a breach.

Basically, it feels like my client can’t / won’t have me working on this customer’s project ie terminating my contract but the client’s customer now wants me to go direct with them and start a new contract with them being my client.

[northernladuk]

Sounds like you are good to go then. Fill your boots and good luck.

[Ariosa]

@northernladuk fingers crossed, thanks for your response.

[malvolio]

If the new client is not going to be paying your current client then there's no losses involved. Ditto the agency, if your contract has been terminated. Just make sure the new client is aware of any possible repercussions of taking you on in a support role; they are making a sensible business decision and won't want to to be forced to take on someone less skilled just for some petty legal irritation...

[PerfectStorm]

Fill your boots and do the opposite of what any naysayer says.

[quackhandle]

Sounds like you are good to go then. Fill your boots and good luck.

Where is the real NLUK?

qh

[Paralytic]

Where is the real NLUK?

Speaking to his accountant.

[northernladuk]

Where is the real NLUK?

qh

Busy watching the Mandelorian in f**king fabulous 4k on Disney+. Best thing ever!!