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Hello and contract question

Discussion in 'Introduction Forum:' started by Ayka, May 29, 2012.

  1. Ayka

    Ayka Member

    Hi there everyone

    I've just joined after lurking for what seems ages. Lots of useful stuff here and great to finally be a part of things. Now for the question -

    I've been offered a 3 month, renewable 'supplier' contract with an existing client; long story short, we have worked together over the past two years without any sort of contract and they now want to formalise the working relationship. I'm happy about that but the contract they sent me seems very one sided and to be honest, I don't really see what benefit it is to me, other than possibly getting some work from them over the next three months and that in itself is not guaranteed (work on an ad hoc basis at an hourly rate rather than per project.)

    OK any work in this climate is a good thing, but I am concerned about some of the points in this contract, one being they expect me to carry professional indemnity insurance for a period of 3 years after any contract with them ends. I have PII anyway and would carry it as long as I am self employed so it's probably not an issue but it seems a bit odd to put this in a contract for a period of 3 years post contract?? Or am I being paranoid? That's just one of the points that jumped out at me but the whole contract comes across as really one sided.

    I've had a really good relationship with this client up to now and don't want to piss them off but TBH, I feel uncomfortable with what they are setting out. Anyone have any similar experiences and/or advice?

  2. Corrosive

    Corrosive Moderator Staff Member

    Welcome to the forum. I think asking you to carry PPI for three years after doing work for them is fair enough. Three years is the standard window for a customer to bring a claim of damages against a company. They just want to make sure they are covered over that period. I'd imagine these are standard contract terms and are not aimed directly at you.
  3. Ayka

    Ayka Member

    Thanks - I guess it's that I've read so much on here and other forums about how important T's & C's are, yet this client will insist on their contract and has basically dismissed out of hand any T's & C's I might suggest. So when I did receive the contract and read through it, it felt very one sided and almost aggressive, iyswim. But you are probably right and it's good to know that their proposed PPI term are reasonable.

  4. bigdave

    bigdave Moderator Staff Member

    The thing to remember is that the client is a business and so regardless of how well you get on with them they will always aim to secure their own financial safety at any cost and unfortunately that cost includes your business! If they have casually suggested the contract and then dumped a legal document on your desk without negotiating the terms within, I would be wary! Think about it logically, when was the last time you as a consumer dictated the fixed terms of a contract to a supplier?.... I know I didn't tell British Gas how much I was going to pay them for my electricity.

    If you get on as well as you think you do, then I think you need to have a sit down with the client and discuss points within this contract which you don't agree with and the reason why. Listen to their reasoning and then offer them an alternative contract which suits you better. Before signing anything it would be worth having it read over by an expert who can tell you if you are actually getting anything from this or if you are being lined up for the fall should an issue ever arise.
  5. Ayka

    Ayka Member

    Good advice Big Dave, many thanks. Contacting a legal eagle to do just that. Better safe than sorry, whatever the outcome I think!
    - Ayka
  6. Dave L

    Dave L Well-Known Member

    Is it a big company we're talking about?
  7. Ayka

    Ayka Member

    No, more like an SME.
  8. Dave L

    Dave L Well-Known Member

    The reason I ask is because, in my experience, big companies make big demands on suppliers which, considering the potential opportunity, is usually fine; for example, I have approved supplier status with a FTSE 250 company and their vendor assessment process is - as you'd probably expect from a company with a big legal team in-house - rigourous in the extreme. Even in this case, however, while insurance is a requirement, I'm not required to keep up my insurance obligations beyond the term of the contract and certainly wouldn't entertain the idea of a three-year commitment on the back of a contract which could potentially be up in three months' time.
    Ayka likes this.
  9. Ayka

    Ayka Member

    Exactly. I am having a solicitor look it over on Thursday. I just don't feel comfortable signing this without some proper advice. Don't want to shoot myself in the foot but also don't want to put a bloody noose around my neck! Will let you know what happens.

    Thanks for the feedback everyone - this is a great forum. Also, really like the 'client wants free website' animation - SO TRUE!!!!

  10. Ayka

    Ayka Member

    MEH! Just wrote a longish update and it disappeared. Note to self: be more succinct.

    OK so the update is, I saw the solicitor, he agreed the contract is inappropriate for the services they are wanting and that there are some clauses that just don't make sense. He suggested I speak with them to come to a meeting of the minds. I had a brief phone conversation (not ideal) and was asked to respond formally with my concerns and that those would be passed up to the decision makers for review. Oh, and that it may mean that they put work out to tender rather than use me as 'preferred supplier'. Fine with me, go for it. Happy to keep getting work from them but as far as contracts are concerned, imho it has to work both ways. I think they were rather surprised that I had had the document reviewed by a solicitor. And I think that's a good thing. May lose them, may not; we shall see. Stay tuned :)
  11. Dave L

    Dave L Well-Known Member

    Sounds to me like they've lifted a contract from another business without properly thinking through how well it fits their own situation. I think I'm also right in saying that an unfair contract is legally unenforceable and therefore no contract at all - perhaps something they might want to consider if they're so keen on the legal side of things...

    ARRIVALS Well-Known Member

    Hi there, welcome to the forum.
  13. Ayka

    Ayka Member

    Thanks - it's great to be here :icon_smile:

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