Vague terms of reference could hand the client control, contractor fears

Recently the end-client has tried to introduce a Terms of Reference (ToR). Now the idea of a ToR could be handy in an IR35 dispute as it can be used to clarify the contractor / end-client relationship. However this ToR is just too vague and is I think not a true view of the actual relationship.

When I renewed with the client it was under the impression I would be working on a certain project that was due to start when the current project was finished (this new project is now several months along). Sort of like agreeing to build Bungalow B when finished development on House A.

However the ToR indicates that I would be 'expected' and 'required' to support work on other [unnamed] projects as directed. Now this is not what I agreed to and not what is happening (not if the deadline of the new project is to be met).

The ToR proposed was sent out as a template that was trying to cover all the contractor positions and really was deliberately vague so the end-client didn't have to think too hard about each contractor they currently have and what they actually do. I also seem to be the only one who is concerned at this vagueness in the ToR and is currently trying to inform the end-client that IMO it doesn't represent a true picture of my company's working relationship with the end-client.

Am I right to argue this? If I didn't I think would be found caught by IR35 as I have agreed that the client can have this direct control (even though they do not currently have this right, either in company/agency contract nor in actual working relationship).

If the end-client does insist on this agreement and I assume I would have to declare myself caught, after agreeing to direct control, do I have to class the period before as caught as well or only when the working relationship went from one of being not caught to that of being caught (though as I stress I still don't think I am even if this document says I have agreed to direct control).

I can of course refuse to agree but then this would create a bad working relationship and of course it has been written and states the client's view of the working relationship, however wrong I feel it is, and I bet under a review/challenge this document would rear its ugly head once more.

This sort of thing really does not help.

Chaos reigns within.

Reflect, repent, and reboot.

Order shall return.