lawyers- contract clause wording help.
Discussion
Background:
Was working abroad contracting via a foreign agency and advised wished to move back to the UK, Client advised happy for me to work from London instead.
They & I would prefer to work via a UK agency but the foreign agency wish to be involved (ie keep that easy fee 20% rolling in). I have no issues but having proved themselves to be financially incompetent & reckless, want to cover myself. Latest issue being "just invoice us" and not bothering to investigate VAT implications.
Clauses I'm proposing- is wording OK?
18) The agency agree to pay [My company] the agreed daily rate converted into GBP, calculated at the Credit Suisse published exchange rate at the start date of the contract or Credit Suisse published exchange rate as of the day of payment whichever is the higher.
19) The Agency accept full and complete direct & indirect financial liabilty for any costs which may arise due to the international nature of this relationship including but not limited to VAT and Taxes allocatable to itself or the end Client. The Agency agrees to engage a UK based fully qualified Accountant and Tax specialist to formally assess the contract and working conditions to [company name]'s satisfaction and provide [My Company] with the full and complete information it recieves.
20) The Agency agrees to reimburse all costs to [My company] which would not arise in a relationship between a UK agency and a UK Contracting Ltd Company.
Was working abroad contracting via a foreign agency and advised wished to move back to the UK, Client advised happy for me to work from London instead.
They & I would prefer to work via a UK agency but the foreign agency wish to be involved (ie keep that easy fee 20% rolling in). I have no issues but having proved themselves to be financially incompetent & reckless, want to cover myself. Latest issue being "just invoice us" and not bothering to investigate VAT implications.
Clauses I'm proposing- is wording OK?
18) The agency agree to pay [My company] the agreed daily rate converted into GBP, calculated at the Credit Suisse published exchange rate at the start date of the contract or Credit Suisse published exchange rate as of the day of payment whichever is the higher.
19) The Agency accept full and complete direct & indirect financial liabilty for any costs which may arise due to the international nature of this relationship including but not limited to VAT and Taxes allocatable to itself or the end Client. The Agency agrees to engage a UK based fully qualified Accountant and Tax specialist to formally assess the contract and working conditions to [company name]'s satisfaction and provide [My Company] with the full and complete information it recieves.
20) The Agency agrees to reimburse all costs to [My company] which would not arise in a relationship between a UK agency and a UK Contracting Ltd Company.
Edited by amir_j on Monday 3rd November 11:53
I would be very surprised if the agency didn't tell you to ram 19 up your arse as your own tax is your own responsibility. Even UK employers don't provide full tax advice for their employees, so why should a foreign agency?
As for 18, you should really be paying an invoice in the currency it is issued in. That means that the recipient bears the exchange rate risk. Should be on the same payment terms as any other invoice.
As for 18, you should really be paying an invoice in the currency it is issued in. That means that the recipient bears the exchange rate risk. Should be on the same payment terms as any other invoice.
BigAlinEmbra said:
I would be very surprised if the agency didn't tell you to ram 19 up your arse as your own tax is your own responsibility. Even UK employers don't provide full tax advice for their employees, so why should a foreign agency?
As for 18, you should really be paying an invoice in the currency it is issued in. That means that the recipient bears the exchange rate risk. Should be on the same payment terms as any other invoice.
a) The role is not the best I have had. I will walk. I advised I was leaving, THEY asked to stay, so THEY will sort out any hassles or time to move on.As for 18, you should really be paying an invoice in the currency it is issued in. That means that the recipient bears the exchange rate risk. Should be on the same payment terms as any other invoice.
b) No, I would be happy to work direct from London- THEY was to stay involved and make a 20% commission worth thousands. So THEY will agree to any risks or I will take December off.
Are you planning on working in the UK through your own UK based limited company?
If you are setting up a "trading" type situation - whether as an individual or a company, the Revenue will expect YOU to be respnsible for sorting out your own pertsonal and business tax affairs - irrespective of what clauses are put in contracts.
If you are setting up a "trading" type situation - whether as an individual or a company, the Revenue will expect YOU to be respnsible for sorting out your own pertsonal and business tax affairs - irrespective of what clauses are put in contracts.
Eric Mc said:
Are you planning on working in the UK through your own UK based limited company?
If you are setting up a "trading" type situation - whether as an individual or a company, the Revenue will expect YOU to be respnsible for sorting out your own pertsonal and business tax affairs - irrespective of what clauses are put in contracts.
Ltd- as a contractor I always deal with my end (tax, accounts, VAT, PAYE etc). But as they are proposing a cross-border arrangement I want to protect myself from any of their responsibilities eg VAT or anything else that the government may have sneaked in which would amount to a cost which would not apply to a UK-UK contract. ie outside the normal uk contracting situation.If you are setting up a "trading" type situation - whether as an individual or a company, the Revenue will expect YOU to be respnsible for sorting out your own pertsonal and business tax affairs - irrespective of what clauses are put in contracts.
Other wise better off going into a normal Uk role (this one is not outside IR35).
Eric Mc said:
What aspects of YOUR business could conceivably be THEIR responsibility. I can't really think of many.
VAT? Think thats 'their' responsibility is it not??at the moment being a Swiss company they are not aware. As per earlier thread, as I am going to be working from London office of end client, you advised the place of supply is likely to be London. If this extra significant 17.5% is not agreed then a lot more hassle later on as the swiss end client may or may not be expecting it (and 17.5 on a contracting invoice is not insignificant and an unpleasent suprise).
This agency has had no dealings in the UK before and I dont wish to be the guinea pig if you see what I mean??
Edited by amir_j on Tuesday 4th November 09:58
Eric Mc said:
As a trader, it is your respnsibility to know what VAT rules affect your trading activity. If your customer is based in Switzerland, they will not be aware of UK VAT rules and HMRC in the UK would not expect them to know these rules either.
Cheers Eric- interesting.Will take on responsibility but charge them
BigAlinEmbra said:
Glad we could arrive at the conclusion I reached in the second post.
I love a happy ending.
No.... your point was "the agency will do as they please"I love a happy ending.
The answer is they will do what I WANT as the big boss at one of their key clients (50% of total revenue) will step in whenever I ask and implications could be serious for them.
Im not a agency worker being supplied to pack products in a factory, Im highly skilled & key to a essential project.
HTH
amir_j said:
BigAlinEmbra said:
Glad we could arrive at the conclusion I reached in the second post.
I love a happy ending.
No.... your point was "the agency will do as they please"I love a happy ending.
The answer is they will do what I WANT as the big boss at one of their key clients (50% of total revenue) will step in whenever I ask and implications could be serious for them.
Im not a agency worker being supplied to pack products in a factory, Im highly skilled & key to a essential project.
HTH
If you read carefully you'll see that that was my point. I'm sure being such a highly skilled professional it won't pose too much of a problem for you.
BigAlinEmbra said:
I would be very surprised if the agency didn't tell you to ram 19 up your arse as your own tax is your own responsibility. Even UK employers don't provide full tax advice for their employees, so why should a foreign agency?
As for 18, you should really be paying an invoice in the currency it is issued in. That means that the recipient bears the exchange rate risk. Should be on the same payment terms as any other invoice.
Funnily enough, you kinda did. See in between your "this is what will happen" As for 18, you should really be paying an invoice in the currency it is issued in. That means that the recipient bears the exchange rate risk. Should be on the same payment terms as any other invoice.
You forgot that realities are not like you read in text book.
- Be suprised that they didnt tell me to ram it
- the recipeient will not bear the risk in this case- if drops then will revert to puublished rates at start of contract.
Why would UK employer give employees tax advise for gods sakes, off course not. This is different, you see in the art of negotiation you have to assess the level of power...
read your post and thought "hes off on one" so didnt read fully. If you were my accountant and you spoke in that manner to me or any other paying client you would be fired.
Take some tips from Eric
Edited by amir_j on Wednesday 5th November 18:48
amir_j said:
BigAlinEmbra said:
I would be very surprised if the agency didn't tell you to ram 19 up your arse as your own tax is your own responsibility. Even UK employers don't provide full tax advice for their employees, so why should a foreign agency?
As for 18, you should really be paying an invoice in the currency it is issued in. That means that the recipient bears the exchange rate risk. Should be on the same payment terms as any other invoice.
Funnily enough, you kinda did. See in between your "this is what will happen" As for 18, you should really be paying an invoice in the currency it is issued in. That means that the recipient bears the exchange rate risk. Should be on the same payment terms as any other invoice.
You forgot that realities are not like you read in text book.
- Be suprised that they didnt tell me to ram it
- the recipeient will not bear the risk in this case- if drops then will revert to puublished rates at start of contract.
Why would UK employer give employees tax advise for gods sakes, off course not. This is different, you see in the art of negotiation you have to assess the level of power...
read your post and thought "hes off on one" so didnt read fully. If you were my accountant and you spoke in that manner to me or any other paying client you would be fired.
Take some tips from Eric
Edited by amir_j on Wednesday 5th November 18:48
Maybe worthwhile remembering that what people post on the internet in their spare time, and their professional manner may well be very different. For your sake I hope so.
If it's any consolation, if I had a contractor that didn't read things properly they wouldn't be seeing much money either, so you can rest assured that the lack of respect is mutual.
If you had as much power as you thought you had, then you could issue your invoices in the currency of your choosing and your client would pay them, wouldn't they?
I have absolutely no problem getting a variety of international companies to pay the invoices my team issue in sterling.
Edited by BigAlinEmbra on Thursday 6th November 18:42
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