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Ed Turner
Ed Turner,
Category: Law
Satisfied Customers: 148
Experience:  Director and Consultant Solicitor (Self-Employed) at Ed Turner LLB Limited
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I’m an IT contractor about to start a new contract. Some of

Customer Question

I’m an IT contractor about to start a new contract. Some of the terms in the new contract looks unusual from an indemnity point of view
Assistant: Where are you? It matters because laws vary by location.
Customer: im In the UK
Assistant: What steps have you taken so far?
Customer: I’ve just received the contract today
Assistant: Anything else you want the Lawyer to know before I connect you?
Customer: Not signed or done work yet
Submitted: 14 days ago.
Category: Law
Expert:  Ed Turner replied 14 days ago.

Hello. I am Ed, a Solicitor qualified in England & Wales with over a decade’s experience in the legal profession advising clients.

 

I specialise in Commercial Contracts, Business Transactions, Employment, Dispute Resolution, Personal Injury and Road Traffic Law and will be able to resolve your legal problem today.

Expert:  Ed Turner replied 14 days ago.

To enable me to answer your query, please provide me with some further information about your legal issue and how you want a solicitor to help you.

 

I need to see the indemnity clause. Please copy and paste it or upload a photo or PDF of the it and attach it to the messaging portal.

Customer: replied 14 days ago.
Let me try to upload it
Customer: replied 14 days ago.
2.1. Acceptance Testing, Late Completion Penalty.​ The Services and any deliverables provided by Independent Contractor shall be subject to acceptance testing by MT UK or its designated representative to determine whether the Services and any deliverables are satisfactory. The acceptance testing shall be conducted according to requirements and standards determined by MT UK in its sole discretion. Independent Contractor shall be subject to a late completion penalty as outlined in the Schedule applicable to any Services or deliverables not completed by the specified expected completion date in the Schedule. The late completion penalty shall be assessed on or after the expected completion date in MT UK's sole discretion. The late completion penalty may be due and payable directly to MT UK within thirty (30) days of assessment or taken out of any fees due Independent Contractor.
Customer: replied 14 days ago.
Indemnification​. ​Independent Contractor agrees to take all necessary precautions to prevent injury to any persons (including employees of MT UK) or damage to property (including MT UK’s property) during the term of this Agreement and shall indemnify and hold MT UK and its officers, agents, directors and employees harmless against all claims, losses, expenses (including reasonable attorney’s fees) and injuries to person or property (including death) resulting in any way, from (i) any act, omission or negligence on the part of Independent Contractor in the performance or failure to fulfill any Services under this Agreement and (ii) any fraudulent misrepresentations made by Independent Contractor on which MT UK relied; and (iii) third party claims for intellectual property infringement of any kind based in whole or in part upon Work Product provided, other tools or methods utilized by Independent Contractor pursuant to this Agreement, or Services rendered hereunder. Should MT UK permit Independent Contractor to use any of MT UK’s equipment, tools or facilities during the term of this Agreement, such permission will be gratuitous and Independent Contractor shall indemnify and hold harmless MT UK and its officers, directors, agents and employees, from and against any claim, loss, expense or judgment for injury to person or property (including death) arising out of the use of any such equipment, tools or facilities, whether or not such claim is based upon its condition or on the alleged negligence of MT UK in permitting its use.
Customer: replied 14 days ago.
8.5. Independent Contractor shall indemnify and keep indemnified MT UK against any liability, loss, damage, cost, claim or expense MT UK suffers or incurs as a result of any claims against MT UK for such sums and other claims arising out of Independent Contractor and/or any substitute being found to be an employee of MT UK (including, without limitation, any claims against MT UK for any taxation and other contributions required by law to be paid in respect of any payments made to Independent Contractor under this Agreement).
8.6. Without prejudice to the indemnity in Section 8.5, if, for any reason, MT UK or any subsidiaries or affiliates shall become liable to pay, or shall pay, any taxation or other payments as referred to in Section 8, MT UK shall be entitled to deduct from any amounts payable to Independent Contractor all amounts so paid or required to be paid by MT UK or any subsidiaries or affiliates and, to the extent that any amount of taxes paid or required to be paid by Independent Contractor shall exceed the amounts payable by MT UK to Independent Contractor, Independent Contractor shall indemnify MT UK in respect of such liability and shall, upon demand, forthwith reimburse MT UK such excess.
Expert:  Ed Turner replied 14 days ago.

This is a fairly standard indemnity clause requiring you to reimburse your client for any losses caused by your services.


I recommend that you have in place an effective insurance policy to cover you for any such losses incurred in this contract.

Expert:  Ed Turner replied 14 days ago.

I hope this resolves your enquiry. Please revert to me if you have any further questions and I will be delighted to assist.

 

Otherwise, I shall be grateful if you will please mark your enquiry as “Closed” and give me a “Positive” rating in order to conclude this matter.

 

Kind regards

 

LawyerEd

Customer: replied 14 days ago.
Acceptance Testing, Late Completion Penalty
does this even apply under English law?
Expert:  Ed Turner replied 14 days ago.

Yes, these are valid and enforceable contractual clauses in English Law.