For Safe Utilization of SES Contracts - Explaining Potential Legal Troubles -
There are several benefits to SES contracts for clients, one of which is the ability to address the shortage of engineering talent.
Furthermore, it offers the advantage of being able to accept engineers for the necessary duration at the required time, allowing for labor force adjustments.
Despite the numerous benefits of SES contracts, there can be issues that arise in the relationship between the engineer and the client.
In this article, we will explain how to respond if problems arise between the engineer and the client in an SES contract, targeting engineers and clients considering entering into an SES contract.
https://monolith.law/corporate/ses-contract-legal-notes[ja]
What is an SES Contract?
An SES contract, an acronym for System Engineering Service contract, refers to an agreement where a vendor provides work to an engineer based on a client’s request.
Typically, in an SES contract, the client pays the vendor as compensation for the services provided by the engineer.
From this perspective, the legal nature of an SES contract is generally considered to have a quasi-delegated nature.
Relationship between Engineers and Clients
Engineers often enter into employment contracts with vendors, and under the instructions of these vendors, they carry out their duties at locations such as the client’s office.
The work orders from the vendors are based on the SES (System Engineering Service) contract that has been established between the vendor and the client.
Therefore, it is common that there is no contractual relationship between the engineers and the clients.
Potential Issues from an Engineer’s Perspective
From an engineer’s perspective, there may be instances where a client’s actions can be problematic.
In this article, we will introduce potential issues and how to deal with them.
Receiving Direct Orders from the Client
In the case of SES contracts, there may be situations where the engineer is not receiving orders from the vendor, but only from the client. This could potentially be deemed as illegal worker dispatching.
If left unchecked, the engineer could become involved in illegal worker dispatching, which could lead to unexpected troubles down the line.
Therefore, in cases where there are no orders from the vendor and the engineer is solely receiving orders from the client, the engineer needs to request the vendor to improve the command relationship.
Being Asked to Perform Tasks Outside of Your Job Description
It is common for engineers to have an employment contract with the vendor.
As such, the engineer should perform tasks according to the content of the employment contract with the vendor.
However, there may be cases where the client requests the engineer to perform tasks that are not originally part of the engineer’s duties.
In such cases, the engineer should explain to the client that the tasks they are requesting are not included in the scope of the engineer’s duties.
If the client still insists on the engineer performing tasks that are not originally part of their duties, the engineer should report this to the vendor and, if necessary, request to stop performing tasks at the client’s office or similar locations.
Experiencing Power Harassment or Sexual Harassment from the Client
There may be cases where the engineer experiences power harassment or sexual harassment from the client.
If you experience power harassment or sexual harassment, you should immediately report it to the vendor.
There may be cases where the client is not aware that their actions constitute power harassment or sexual harassment. In such cases, the vendor contacting the client can lead to improvements.
However, contacting the vendor does not necessarily guarantee that the power harassment or sexual harassment will improve. If the problem is not resolved, it may be considered to stop working at the client’s office or similar locations.
Difficulty in Interpersonal Relationships
When an engineer works at a client’s office, naturally, interpersonal relationships with the client arise.
If the engineer’s work period is short, the problem will be resolved once the work period ends. However, if the work period is long, difficulties in interpersonal relationships can become a major concern for the engineer. In the worst case, the engineer may develop mental illnesses such as depression.
In such cases, it is possible for the engineer to report to the vendor.
By the vendor contacting the client about the interpersonal issues, there may be cases where the client’s representative changes.
If reporting to the vendor does not improve the interpersonal relationships, it may be considered to request the vendor to allow the engineer to stop working at the client’s office or similar locations.
Potential Issues from the Client’s Perspective
From the client’s perspective, there may be instances where the engineer’s actions are problematic.
In the following, we will introduce potential issues and how to deal with them.
The Engineer’s Skills Do Not Meet the Client’s Requirements
The tasks undertaken by the engineer require specialized skills, and the level of work can vary greatly depending on the engineer’s abilities.
If the assigned engineer’s skills do not meet the client’s requirements, the client may consider requesting improvements from the vendor.
However, improvements may not be made immediately. In such cases, the client may consider requesting the vendor to replace the engineer.
The Client Suffers Damage Due to the Engineer’s Actions
There may be instances where the client suffers damage due to the engineer’s actions.
For example, the engineer may leak company information obtained while working at the client’s office.
In such cases, the client may consider reporting to the vendor and requesting guidance for the engineer. However, if the trust relationship between the engineer and the client has already been broken, the client may consider requesting a replacement engineer.
Furthermore, if the trust relationship between the vendor and the client has been damaged due to the engineer’s actions, the client may consider requesting the termination of the SES contract with the vendor.
In addition, the client may consider pursuing the engineer for tort liability (Japanese Civil Code Article 709), the vendor for employer’s liability (Japanese Civil Code Article 715), or the vendor for breach of contract liability (Japanese Civil Code Article 415) for the damages suffered due to the engineer’s actions.
Summary
We have explained how to respond when problems arise between engineers and clients in SES contracts.
Since there is no direct contractual relationship between the engineer and the client, it is common to resolve issues through the vendor when problems occur.
It is important for both engineers and clients to fully understand their legal relationship in order to resolve issues.
For legal issues between engineers and clients regarding SES contracts, it is recommended to consult with a lawyer who has specialized knowledge, as not only legal knowledge but also knowledge related to IT is required.
Introduction to Our Firm’s Measures
Monolith Law Office is a legal office with high expertise in both IT, particularly the Internet, and law.
In order to safely utilize SES contracts, it is necessary to create a contract. Our firm handles the creation and review of contracts for various cases, from companies listed on the Tokyo Stock Exchange Prime to venture companies. If you have any trouble with contracts, please refer to the following article.
Category: IT
Tag: ITSystem Development
