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I would like to have a consultant contract reviewed that has…

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I would like to have a consultant contract reviewed that has been prepared by my client
Submitted: 6 years ago.Category: UK Employment Law
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4/1/2012
Solicitor: Jo C., Barrister replied 6 years ago
Jo C.
Jo C., Barrister
Category: UK Employment Law
Satisfied Customers: 71,547
Experience: Over 5 years in practice.
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-Could you explain your situation a little more?

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Customer reply replied 6 years ago
I am a Financial Consultant and have recently taken on a new client. They have drafted a contract setting the terms of our engagement. I would like the contract reviewed for 2 reasons

- firstly to ensure that the contract is compliant within IR35 for treatment as a Consultant (ie not as an employee)
- secondly, to advise regarding the content of the contract and clauses that I should consider renegotiating with the client.

Attachment: 2012-04-01_120959_consultancy_agreement_29_march_v1_sb.pdf



I have enclosed the file above in a pdf format.

Many thanks,

Shila
Solicitor: UKSolicitorJA, Solicitor replied 6 years ago
UKSolicitorJA
UKSolicitorJA, Solicitor
Category: UK Employment Law
Satisfied Customers: 4,312
Experience: solicitor
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Hello Shila,

I will review and revert as soon as I am able to.

Thank you
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Solicitor: UKSolicitorJA, Solicitor replied 6 years ago
Thank you.

The draft contract looks fine and the highlighted areas in yellow are issues for consideration/discussion with the client.

From an IR35 view, the contract looks fine, however, I would suggest the addition of a clause that any defects which arise within a reasonable period (say 3 months of the occurence of the defect) are to be remedied at the consultant's cost. I would suggest deletion of clause 12.1(c) as the client should not seem to have control over the consultant's employees.

Hope this helps
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Customer reply replied 6 years ago
UKSolicitorJA only

Thanks

Please can you explain the meaning of the following clauses:
4.4
11.4
12.2

Are clauses 11.1 and 14.1b reasonable?

Is the Data Protection section necessary for a Consulting company?

Thanks again,

Shila


Solicitor: UKSolicitorJA, Solicitor replied 6 years ago
Okay, in a short while
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Customer reply replied 6 years ago
thanks
Solicitor: UKSolicitorJA, Solicitor replied 6 years ago
Thank you.

Clause 4.4 esentially provides that the fact that payment has been made by the Client does not discharge any obligations that may arise in connection with the Services;

11.4 -this helps with IR35 i.e the fact that the client is obliged to take out insurance to cover its obligations (usually professional indemnity cover) and asking the insurer to note on the policy that it is for the benefit of the Client

12.2-the fact that the Client may terminate the Agreement or forgive any breaches of the Agreement despite the protection it has under clause 11.1 (i.e. it may decide not to make a claim under 11.1)

11.1-you may try to ask for a cap on the maximum damages you are liable for under the contract e.g. 100,000 pounds and get insurance for this amount)-this clause also helps with IR35 and is reasonable if you can get a limit put in so that you are not faced with unlimited liability;

14.1b-yes, this protects the client against any direct claims from employees of the limited company consultant.

You could ask for data protection provisions to be deleted but it simply gives the client authority to hold details about you as they are legally dealing with a company (not a person).

Hope this helps. Please click Accept

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