My main customer has royally screwed up their relationship with one of their customers, with whom I’ve been working for the last 2.5 years, delivering an IT solution.
They (the customer’s customer) have now directly approached me, asking me to take over the delivery of the project for the next six months. After which time, the software solution we’ve been implementing will be live. They would then like me to act as principle consultant / architect providing guidance on further rollout of the solution across the business, bring in subs to develop key components and feed / water it with the assistance of their delivery team. This could take four or five years.
Kerchinnnng.
Except: where the flinking blip do I start with the legal bit? My “solicitor” is basically a bad conveyancer to whom I’ve no wish to pass any more cash. I’ve no idea at all how to draft the documents we’ll need between my business (which right now is just me), the customer, my subs and probably the software vendor for support and maintenance purposes. I draw pretty pictures in Visio, write design docs and actvas a firewall between the customer and my trusted dev team.
Any ideas who I should talk to, or where to even begin? As a start do I just take the current docs we have between us all & strategically Ctrl+H them?
Did you Google for contract lawyers?
You're an IT consultant aren't you, surely you just Google everything?
Isn't the answer on stack overflow (actually semi serious suggestion cod it probably is)
Edit: reading it again, just because you are the main architect I don't see how it's any different to being any other contractor. There are service companies that do everything for you, including contracts and insurance and that.
I’d ask what principles they want consultation on first. See a contract lawyer.
Not my field, but a good discipline is to draft a term sheet, heads of agreement, whatever you want to call it. This is a plain english document drafted between principals laying out what you will do, what you will get paid and what happens if things go wrong. Do this before you consult a lawyer and you will significantly reduce your financial risk when you consult a lawyer as it will highlight whether this is something you can contemplate.
I’d ask what principles they want consultation on first. See a contract lawyer.
On principle, yes, that would be my principal question too.
Start by carefully checking your current contract - which you and your client have both, presumably, signed - to establish what you can/cannot do.
Explain to your end client - your customer's customer - that you're very interested but want to be clear about the legals around their proposal and ask if they will either fund or contribute to a review by a suitably experienced contract lawyer.
Will you be responsible for recruiting contractors or will you manage those appointed by the end client?
Do you have contacts with suitably qualified/experienced contractors - and, if not, would you feel confident in finding/appointing them?
Potentially a great opportunity but not without it's problems!
In cutting out the middle man will your day rate (assuming that's the basis for payment) increase by at least the cut being taken by your current agency?
What about IR35 considerations? As you move past the delivery stage and into BAU it becomes more difficult to justify being outside IR35; that should also be a consideration as the differential between in/out is worth c35%.
If they want to employ you full-time for 4 or 5 years, the obvious solution would seem to be, they employ you....
Seems logical. Work for one employer for 5 years you are an employee.
If they want you that much they will pay a good salary. No legal headaches.
Assuming current contracts don't have any clauses preventing you going to work for a customer.
Assuming current contracts don’t have any clauses preventing you going to work for a customer
Almost certainly it will have such clauses, whether they can be enforced,and whether there is a will to enforce ?
The other question is around the current contract between your potential new customer and your current client, that I presume you don't have sight of? That will also probably have clauses prevented them from poaching people,or at the very least having to pay your current client to enable it
Proceed carefully....
This sort of thing (end client tries to poach consultant) has been going on in it for years and is usually well closed down in the various existing contracts.
What is your customer providing to their customer besides you on this project? Are all the devs contracted/employed by your customer's customer, what's about the PM(s), business analysts etc.? I'd say how messy this gets depends on how much your customer stands to lose from you changing to work for their customer - if it's just losing the revenue from body-shopping you they might try and enforce any clauses but if they'd risk other on-going revenue from their customer then probably not.
Sounds a bit complex to me with potential legal blowback. Worth asking if they are prepared to drop say £10-15k or so to cover your legals to enable you to take it on in the 1st place. You can call it something like onboarding and legal or whatever they need it to be called to pass the expense.. Then get one of the big London legal CO’s covering tech to cover you. Expensive but worth it if they will cover costs. £10k for 5yr project is big upfront cost to you but likely chickenfeed to them. Start here to find a half decent co: https://www.legal500.com/c/london/tmt-technology-media-and-telecoms/it-and-telecoms/
also - is there an agency in between you and your current client? as per the usual contractor/client relationship.
If so - there is another layer of contracts between your client and the agency that will need considering.
You could end up in a situation where you have p!ssed off your current client by trying to bypass them , but the potential client cant (or more likely wont because they will have to pay a release fee to your current client) take your services because of their contract with your current client.
Proceed carefully...
We use a contracting legal specialist who sorts out all our contracts with both suppliers and customers. He does the details, knows what is normal / what isn't and understands the risks. We just pay him by the day for his skills. He also had a load of standard templates etc.
What will this contract add to your life? If it's only ££££££s for a load of stress I'd move on to the next contract.
If your 'solicitor' is crap, get a different one?
Good advice all - better than Dr Google.
Things are further complicated because my customer does not have a direct relationship with the end customer, but instead are sub-contracted from a local distributor. So the relationship at present is:
Me>My business>Software Vendor>In country reseller>customer.
So the software vendor has no contractual relationship with the customer, even for support and maintenance. We do have non-solicitation clauses in our contracts, but neither of us have a direct relationship with the end customer.
Also, I've been strung along by the vendor since January with a series of small fixed-fee contracts. In totla I think I've manged to book the equivalent of 45 days so far this year.
@footflaps do you have details you could pass on to me?
Yeah muffin man, it could be a poisoned challace. They want me and my team to work flat out to achieve rollout by the end of June. I reckon that's doable but I've so much going on right now. Long-term it's an amazing opportunity. Short term it would provide some much-needed security (large prestigious public sector client in Norway with budget and willingness to spend to make things happen, I can't quite understand why the vendor's sales team haven't been all over it).
One other thing to think about is the currency you'll be getting paid in, as their based in Norway.
@footflaps do you have details you could pass on to me?
I've just messaged my boss for his details as we're currently on holiday....
I assume you have an accountant who represents other sole traders? Perhaps ask the accountant to ask his other clients that do similar stuff for recommendations?
