We had a nextstep IAG contract and employed two employees to deliver the contract. This contract has now gone to another company called BXL. They have said that this is a TUPE issue and we can transfer the employees over. The contract went over to them on 01/08/08. Their contract was delayed by the LSC and they have not taken on the TUPE employees until now.

Our point of contention is that we have had to pay the TUPE employees up until now and can we claim for the salaries paid to them from 01/08/08 until 01/11/08. BXL have said on their legal advice, we can't. Can you please advise us.

Would you be kind enough to comment on this contract wording for us taking on some management consultancy, particularly with regards to ensuring the consultant is very clearly self employed. The consultant has had similar contracts running, generally without breaks, for about four years now, this new one will be for 12 months. 

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1 Parties to the agreement This contract for services is between RP Fighting Blindness (BRPS), PO Box 350, Buckingham and xxx, Management Consultant,

2 Commencement of agreement

This contract is effective from xx 2008

3 Services provided under the Agreement xx is contracted to deliver the following services to BRPS. a. .... b. ...

4 Terms of the Agreement

i. This contract will be undertaken in the period xx 2008 to xx 2008.

ii. The contact for BRPS will be xxx

iii. xx will undertake work from his home premises or elsewhere as needs determine and will be provided with access to resources at BRPS as may be needed to complete this contract.

iv. The fee for the supply of the services described will be £xx, exclusive of VAT and out-of-pocket expenses such as telephone and travel costs.

v. Travel costs and expenses associated with this contract will be reimbursed on submission of invoice and receipts. xx will be responsible for his own equipment costs and maintenance including computer and car.

vi. Payments will be made to xx on receipt of a monthly invoice on 14 day terms. Invoices will be accompanied by a brief activity report.

vii. The contract is on a self-employed basis and xx will be responsible for his own tax and National Insurance affairs.

viii. This agreement is one of good faith and may be supplemented verbally.

5 Responsibilities

i. xx is responsible overall for the delivery of this project to a quality standard that can reasonably be said to be commensurate with xxxxx

ii. BRPS will provide reasonable and appropriate resources.

iii. xx will detail activity and travel expenditure in his invoices which should be submitted monthly.

iv. BRPS will ensure timely settlement of invoice.

v. In the event that the contract period is inadequate for completion of this project xx will inform BRPS of this at the earliest opportunity, though this does not prejudice BRPS’s right to insist on completion of xxx

6 Confidentiality and IPR

i. Both parties agree to keep confidential all information passing between them and to treat information belonging to the other party in the same manner and under the same safeguards as they deal with their own confidential material.

ii. Intellectual property rights of this work are unequivocally to be assigned to BRPS except where non-original material is incorporated which is already assigned elsewhere which xx will ensure is cited in his reports.

7 Termination

i. This agreement will terminate when xxx.

ii. Termination as a result of financial failure of either party will be negotiated on an ‘as required’ basis.

iii. BRPS reserves the right to cancel the contract without notice in the event that xx fails to meet obligations under this contract to a satisfactory standard, in which case reasonable payment for output up to cancellation will be negotiated.

8 Force Majeure

i. If either party is affected by Force Majeure it will notify the other party of the nature and extent. Neither party shall be deemed to be in breach of this agreement, or otherwise be liable to the other, by reason of non-performance or of any delay in performance, to the extent that such non-performance or delay is due to any Force Majeure which has been so notified.

ii. If the Force Majeure prevails for a period in excess of one month, the parties will negotiate alternative fair and reasonable arrangements in good faith, which may include termination of this contract.

9 Signatures etc

Dear Charlie,

I wonder if you could take a look at this for me, it is based on the template contract for a LA that wants to pre-select a number of suppliers to provide goods to childcare providers.

This template is obviously picked for some other organisation but in particular can I ask for clarification on the following elements of the contract:-

1] The insertions about liquidated damages - what exactly is this?

2] does the contract need to be concerned with TUPE for the supply of goods?

3] It mentions the Official Secrets Act - is this needed?

4] It refers to CEDR [Conflict resolution] & judicial system - again is this over the top for what is being sought?

5] Corruption & gifts to HMS?

6] Corruption Acts 1889 & 1916 - is that the relevant legalisation assuming the clause is required?

7] Use of land provisions & premises?

Would it be easier to contact the relevant suppliers and do all purchases through a purchase order where I presume that all statutory safeguards are implied in any order for goods placed?

One of our charity’s young people secured a grant to deliver dance workshops with girls from disadvantaged backgrounds. The local library service was our partner in this project: they were responsible for recruiting participants and booking a venue for the workshops. A couple of days before the project was due to start, they had not yet secured a venue and, as the adult in charge, I took over this task at the last minute.

I booked sessions over 8 weeks in a local community hall and was duly forwarded a contract by the local council. The official in charge of bookings explained that there was an absolute requirement for the council to possess a signed contract before allowing any party to use its hall facilities. We needed to use the hall by the following evening and, after much complaining about how inconvenient all of this was to him, he finally agreed to let us use the hall without a written contract in place - he would send me a copy to sign and return to him by the following week. I agreed to this in an email message.

On the first evening of workshops we discovered that the library service had failed to recruit any participants in that area which was disappointing for the young person, who was delivering her first project. Before the next session, a local school offered us the use of their hall (at a much lower rate than the overpriced community hall) as well as the commitment from several of their pupils who were interested in participating. I immediately agreed and that same week the workshops were fully subscribed and, at the final public performance three months later, the project turned out to be a big local success.

Annoyed as I was with the unhelpful council official, I refrained from signing and returning the contract to him. In the course of events, however, I forgot to actually cancel use of the hall. Several weeks later I received an invoice for 8 weeks worth of hall hire. I protested to the council but was told that even in the absence of a signed contract I had agreed (in an email) to use the hall so the charges stand.

Are we really liable for these charges? I feel that we should only pay for the first evening's use of the hall but, before I do so, I would like to know what the legal implications of doing so will be.

We have a contract for clinical waste disposal that we signed on 5 December 2006 referring to multiple waste transfers between 5/12/06 and 4/12/07 "The relevant period". The price was fixed for 12 months until 4/12/07.

There is a term in the contract as follows -

The supplier undertakes with its customer to Service the Waste from the Customers premises for a period of 12 months, 24 months or 36 months (herinafter called the Relevant Period) and every successive period of 12 months, 24 months and 36 months thereafter respectively unless terminated at the end of any such period of written notice recieved by registered, special, recorded delivery not less than three months before the end of any such period or from PHS All Clear at any time in the case of breach by the customer or in the event of the customer making a Voluntary Arrangement, bankrupt..... The Relevant Period is set-out in the accompanying Waste Transfer Note and Contract.

We wish to terminate this contract as it is vastly overpriced but we would appear to have missed the opportunity to do so until December 2008. We have not had any correspondence from PHS to renew the terms of the contract but they have increased the price significantly. There is a term that states that "the supplier reserves the right to subsequently increase the price , notice of which will be given to the customer at the earliest reasonable opportunity after such change is effected".

We would like to change supplier but are prevented from doing so by a further clause " The customer agrees that all detailed waste shall be collected exclusively by the supplier."

Are there any grounds on which we can terminate this contract which is several thousand pounds more than competitors and do you have any advice on our options here?

I am working with a charity who work with a network of trainers. Please can you review our contract and advise whether it covers the essentials.