Is an unsigned client-agent contract accepted by implication?

The client consistently fails to sign the Client agent ½ of the contract for services. The first contract has been replaced by the second following review by Qdos that the contract was too close to falling foul of IR35. The contract contains clauses that initiate payment (& by default acceptance of the contract?). Is then the contract ‘signed’ and accepted by implication?

I have signed Agency Service company contract. Upon review with Qdos, the Client-Agent half of the contract was deemed to be just the wrong side.

The Agency has been very supportive and we have amended the contract to get a Qdos pass.

The client has not been quite so positive and I am still working that front.

However, it transpired, that the original Client Agency contract has never been signed (by the Client) and under a clause reading:

“No variation of this Agreement shall be made unless confirmed in writing and signed by a director of the Company”

The agent assures me that they have sent the new Qdos approved contract to the client with backdated cover sheets. In effect, withdrawing the original unsigned contract that was established in September of last year.

To date, no communication has been received from the client about it.

Further (relevant) clauses, in no particular order, read as follows:

“These terms and conditions replace all previous terms and conditions whether written, oral or implied and replace any previous documentation between the Client and the Company”

“By asking the Company to introduce a Supplier the Client is deemed to have accepted these terms and conditions”

“The Client is reminded that the Company pays the Supplier immediately upon receipt of signed timesheets and that by signing the timesheet the Client authorises the Company to make payment for both the hours shown and any expenses claimed.”

“The Supplier shall procure the authority of the Client by mutual consent a signature. Such signature will be deemed to confirm satisfactory fulfilment of all duties. Charges at the rate (s) described in the contract confirmation note will be made.”

“The Fees payable to the Company will be paid by the Client, calculated on a weekly basis at the rates listed in the contract confirmation note plus expenses authorised by the Client, upon receipt of a fully itemised invoice issued by the Company”

The Client has been in possession of the new contract for over a week before signing the agents monthly time sheet and their own internal weekly time sheet. They have since continued to sign the weekly time sheets.

Significantly, the time sheet signer is not the signing authority within the client's company for the contract. The client has been unable to identify who (specifically) by name or department is the signing authority.

Payments between the Client and Agent continue to be made and payments between the Agent and the Supplier also continue to be made. Although my understanding is that the latter are more consistent than the former but this would appear to be ‘the norm’ for this particular client according to the agency.

My questions:

Has the client by continuing to use my services and signing the various time sheets, accepted the contract by default? If not, then where do I stand given that the original is also unsigned?

Does the withdrawal of the original contract and replacement of ‘backdated’ new contract have implications? If so what are they?

Where do I now stand in terms of pursuing the Qdos approved Tax liability insurance from the PCG?

What happens if the client does not sign either or one of the contracts?

Note: I have soft copy and hard copies of the contracts that I can supply on request if further information is required to provide an answer. I have also maintained a log of the events in communicating to the client the requirement for change.

-- stevehayward contract legality stevehayward 12/07