B2B Contract with conflicting terms

[Mpg]

We've been reviewing a contract for services with a customer of ours. It states in the main body that either side must give 12 months notice. However in the small print it states only 4 months.
Now we always thought it was 12 months however this now throws a bit of an issue with us if the notice period is only 4 months due to them wanting some new systems at considerable cost to us.

Actual wording in the main body.

In the event company A or Company B wish to terminate or make major changes to any of the already agreed rounds then a minimum of 12 months should be given to the other party.

Wording in the small print

Subject to clause X and XX.x this agreement shall continue in force until either party terminates this agreement without liability to the other by giving four months notice in writing

Thoughts on if one takes precedence over the other?

 

[Gyumri]

It seems to be quite simple - if you want to change any of the terms of the "agreed rounds" (whatever that means) then you need to give 12 months notice, but if you want to actually terminate the whole contract then you only need to give 4 months notice

 

[fisicx]

It seems to be quite simple - if you want to change any of the terms of the "agreed rounds" (whatever that means) then you need to give 12 months notice, but if you want to actually terminate the whole contract then you only need to give 4 months notice

No, it says 12 months to terminate or make major changes.

This is a tricky situation. It seems like the 4 months takes precedence as it appears later in the contract. But you really need a specialist in contract law to help you with this @Mpg. Would be worth investing some cash in getting the right legal help.

 

[Newchodge]

The contract is incompetent and there is no valid contract term in relation to termination. I strongly suggest you discuss this with your client while there is no issue between you and agree a contract variation that makes the contract competent.

Who drafted it? Have you checked your other contracts?

 

[WaveJumper]

Agree with the above here, who supplied the contract you or the customer and more importantly why was this not picked up before someone signed it

 

[Mpg]

The contract is incompetent and there is no valid contract term in relation to termination. I strongly suggest you discuss this with your client while there is no issue between you and agree a contract variation that makes the contract competent.

Who drafted it? Have you checked your other contracts?

Agree with the above here, who supplied the contract you or the customer and more importantly why was this not picked up before someone signed it

This was drafted by our customer £600million turnover PLC. I'm surprised this got missed. I think at the time there were a number of drafts and amendments made that copies have been crossed over.

 

[ethical PR]

This was drafted by our customer £600million turnover PLC. I'm surprised this got missed. I think at the time there were a number of drafts and amendments made that copies have been crossed over.

Why did you sign it with this conflicting clause?

 

[numbersrule]

No, it says 12 months to terminate or make major changes.

This is a tricky situation. It seems like the 4 months takes precedence as it appears later in the contract.

I think the Main Body extract is about Contract Specifics and Termination of Contract Specifics, whilst the Small Print extract is about the whole Agreement. I believe the relation of the two extracts is deliberately designed to provide an overall get out of the whole Agreement before the 12 months notice regarding the Contract Specifics becomes operable.

To fully understand all this it would be good to have confirmation one way or the other as to whether or not clause X and XX.x referred to in the small print, is or is not the main body extract.

 

[Newchodge]

Is it possible to 'terminate the agreed rounds'? whatever the agreed rounds may be?

What are clauses X and XX.x about? it is very difficult to advise without seeing the whole conbtract. You are probably best off seeing a commercial solicitor and getting their opinion.

 

[fisicx]

I think the Main Body extract is about Contract Specifics and Termination of Contract Specifics, whilst the Small Print extract is about the whole Agreement. I believe the relation of the two extracts is deliberately designed to provide an overall get out of the whole Agreement before the 12 months notice regarding the Contract Specifics becomes operable.

Maybe. But I’d have thought the numbers would be the other way round. Either way, this needs a contract specialist to resolve. Not sure there is one on UKBF.

 

[Mpg]

Why did you sign it with this conflicting clause?

There were amendments made/requested. So it looks like one party has asked for X to be changed then Y to also be changes and it looks like the copy that got signed had some amendments but still had old ones present.
In hindsight we should have re-read the whole contract after each amendment not just the bit that was requested to change

Service agreement states 12 months and 4 months in clause
Service level agreement that accompanied it states 12 months.

 

[fisicx]

Service agreement states 12 months and 4 months in clause
Service level agreement that accompanied it states 12 months.

Two totally different things.

It's going to come down to who has the better lawyers. Get in first and prepare for a long drawn out process. Or you may be lucky and they withdraw the 4 months clauses.

 

[DontAsk]

Get on the 'phone and aske the other side to clarify their understanding of the contract.

 

[Mpg]

Two totally different things.

It's going to come down to who has the better lawyers. Get in first and prepare for a long drawn out process. Or you may be lucky and they withdraw the 4 months clauses.

They are. However. Theyve been added together in a PDF and signed as one document.

It does look a bit messy I'll admit.