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Ash
Ash, Solicitor
Category: Employment Law
Satisfied Customers: 10915
Experience:  Solicitor with 5+ years experience
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I am a free lance marketing consultant and the group i am going

Customer Question

I am a free lance marketing consultant and the group i am going to work for want me to sign this clause in the contract:
2) You hereby indemnify and agree to keep indemnified the Group against any and all Losses incurred by the Group, and waive any and all claims or actions that you have, whether known or not, against the Group, in respect of or in connection with:
a. any income tax, National Insurance or social security contributions which may arise in connection with this Agreement, where such recovery is not prohibited by law;
b. the performance of the Services;
c. any challenge by HM Revenue & Customs as to the employment status of you or any Substitute;
I feel that b. is very broad and I could be at risk of being liable for any loss of business that is broadly connected to the project i am working on. My indemnity limit is £1m any one claim. What can I do to amend the contract to protect myself?
Submitted: 2 years ago.
Category: Employment Law
Expert:  Ash replied 2 years ago.
Hello my name is Alex and I will help you with this.

The way I read this that you won't sue them for any Hmrc issue plus any problem with your contract with them. I do not read it that you are liable for loss of business. It just means if they breach the contract you can not sue them.

Can I clarify anything for you about this today please?

Alex

Customer: replied 2 years ago.

Hi Alex thanks for replying.. still a bit confused:


 


... all Losses incurred by the group in connection with b. performance of services?


 


is this not referring to my liability if the Group (an advertising agency) incurs any losses in connection with marketing services that I have recommended? Is this not to do with negligence etc?


 


in the email reply i received from the client asking them to cap my liability etc, they said:


 


we cannot remove this clause as it appears to put us at risk should there be negligence on your part.

Customer: replied 2 years ago.

I think you missed point b. referring to performance of services. I had replied to this effect but had no response.


I am not confident in my current feedback from you.

Expert:  Ash replied 2 years ago.
I see you said the performance of the services.

It appears that they want you to be liable for all losses that they seem to think you are responsible for.

If they refuse to amend the contract you have two choices

1) don't go ahead it with
2) go ahead and take the risk

If you are a limited company and there is no personal guarantee you can keep assets to a minimum in the event the proposal does not work. But at the end of the day it is a commercial decision. You either accept their terms, try and negotiate them out or reject the terms all together.

Can I clarify anything for you?

Alex

Customer: replied 2 years ago.
Relist: Answer quality.
I could have told anyone the answer given by Alex myself, of course I can take it or leave it, but I want to do the job and I want to find a mutually agreeable solution between me and the client. Alex's last paragraph also does not make sense.
I needed legal advice. I needed suggestion about how to amend the contract. Cap the liability? Scope the services?
I have not got any kind of solution except take the contract or don't. That is not advice and I want my money back.

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