IR35 Clause Samples

IR35. 13.1 Where the Contract involves the supply of a Worker(s), the Customer shall carry out a Status Determination Statement relating to the Worker(s) and shall: (a) provide the Supplier with a copy in good time before the commencement of the Professional Services to be performed by the Worker(s); (b) maintain a suitable procedure for dealing with an appeal by the Worker(s) against a written status determination statement as defined by s61NA Chapter 10 Part 2 ITEPA (“SDS”) (an “Appeal Process”) and deal with any disputes in accordance with it; (c) promptly give the Supplier a copy of all appeals received from a Worker (and in any event within 3 days of receiving it); and the outcome of the appeal no later than the time the Customer gives it to the Worker; and, (d) inform Supplier of any change in the status of the Worker of which the Customer becomes aware after the commencement of any Professional Services. 13.2 The Customer shall at all times indemnify the Supplier and keep the Supplier indemnified from and against any and all liability for: (a) failure to comply with Condition 13.1. (b) income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment, or claim incurred arising from or made in connection with the performance of the Professional Services including any liabilities arising under Chapter 8 and 10 of the Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”), where the recovery is not prohibited by law; (c) reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Supplier in connection with or in consequence of any such liability, deduction, contribution, assessment or claim. 13.3 If an SDS carried out as above determines the status of the Worker is one of deemed employment, the parties shall co-operate in good faith to seek to agree amendments to the Contract so as to reverse the determination. If no agreement can be found either party may terminate the Contract without any liability to each other.

IR35. If Provider shall assign Provider Personnel that are located in the United Kingdom to perform any part of the Services under the Purchase Order, then the following provision shall apply: The Provider warrants and represents that any staff assigned by the Provider from time to time to provide the Services in the United Kingdom (the “Assigned Staff”) shall be employed directly by the Provider or by a sub- contractor engaged by the Provider throughout the relevant time and that the Provider or such sub- contractor shall make all payments to such staff as employment income and deduct (and account to HMRC) for any income tax and national insurance contributions through PAYE from such payments. The Provider represents that any such sub-contractor shall not be a personal service company or other intermediary company to which the Income Tax (Earnings and Pensions) Act 2003 Part 2 Chapter 10 applies. The Provider further acknowledges and agrees that notwithstanding any provision in the Contract, if the Provider or any such sub-contractor cease to account for or deduct income tax and national insurance contributions through PAYE from payments made to any Assigned Staff then the Provider will not permit that individual to be involved in the provision of the Services to Worldpay. The Provider will indemnify Worldpay and keep Worldpay indemnified against all Losses, fines, penalties, awards, liabilities, costs, damages and expenses (including reasonable legal expenses) (a) arising from Worldpay being reasonably obliged to pay, or account for, any tax, social security or related penalties, interest or contributions (to the extent permitted by law) in respect of Assigned Staff including (without limitation) as a result of Worldpay being treated as a “deemed employer” for the purposes of Chapter 7 of Part 2 of Income Tax (Earnings and Pensions) Act 2003 and (b) arising from any employment related claim or any claim based on worker status brought against Worldpay by any Assigned Staff.

IR35. If Provider shall assign Provider Personnel that are located in the United Kingdom to perform any part of the Services under the Purchase Order, then the following provision shall apply: The Provider warrants and represents that any staff assigned by the Provider from time to time to provide the Services in the United Kingdom (the “Assigned Staff”) shall be employed directly by the Provider or by a sub- contractor engaged by the Provider throughout the relevant time and that the Provider or such sub- contractor shall make all payments to such staff as employment income and deduct (and account to HMRC) for any income tax and national insurance contributions through PAYE from such payments. The Provider represents that any such sub-contractor shall not be a personal service company or other intermediary company to which the Income Tax (Earnings and Pensions) Act 2003 Part 2 Chapter 10 applies. The Provider further acknowledges and agrees that notwithstanding any provision in the Contract, if the Provider or any such sub-contractor cease to account for or deduct income tax and national insurance contributions through PAYE from payments made to any Assigned Staff then the Provider will not permit that individual to be involved in the provision of the Services to FIS. The Provider will indemnify FIS and keep FIS indemnified against all losses, fines, penalties, awards, liabilities, costs, damages and expenses (including reasonable legal expenses) (a) arising from FIS being reasonably obliged to pay, or account for, any tax, social security or related penalties, interest or contributions (to the extent permitted by law) in respect of Assigned Staff including (without limitation) as a result of FIS being treated as a “deemed employer” for the purposes of Chapter 7 of Part 2 of Income Tax (Earnings and Pensions) Act 2003 and

IR35. 6.1 The Buyer and the Supplier agree and acknowledge that this Contract represents a contract for a fully contracted out service and, as a result, the Off-Payroll Working Rules shall not apply to the Buyer in relation to the provision of the Services (or any part of them) and / or to any arrangements involving the performance of any services by any Contractor. 6.2 Notwithstanding paragraph 6.1, the Supplier warrants and undertakes to the Buyer that, where any Contractor is or will be delivering their services through an Intermediary, prior to the commencement of the delivery of any services by that Contractor, the Supplier will give written notice to the Buyer, and shall procure that such Contractor shall not be involved in the delivery of the Services (or any part of them) by the Supplier without the prior written consent of the Buyer. 6.3 The Supplier warrants and undertakes to the Buyer that it shall manage the delivery of the Services (and any part of them) and shall do or not do (as the case may be) all such things as are necessary, in each case, to ensure that the Off-Payroll Working Rules shall not apply to the Buyer in relation to the provision of the Services (or any part of them) and / or to any arrangements involving the performance of any services by any Contractor. 6.4 The Supplier shall immediately inform the Buyer if, at any time, it becomes aware of any new or additional fact, matter or circumstance, or any change in any fact, matter or circumstance, in each case, from which it appears that the Off-Payroll Working Rules could apply to the Buyer in relation to the provision of the Services (or any part of them) and / or to any arrange- ments involving the performance of any services by any Contractor. 6.5 Promptly upon request from the Buyer, the Supplier shall provide (or procure provision) to the Buyer of all such evidence, information and assistance as the Buyer reasonably requires: (a) in order to confirm that the warranties and undertakings given by the Supplier in par- agraphs 6.2 and 6.3 are, and remain, true, accurate and correct in all respects; and (b) in connection with the Off-Payroll Working Rules (including, but not limited to, such information or assistance as the Buyer reasonably requires in order to assess whether or not the Off-Payroll Working Rules apply to the provision of the Services (or any part of them) and/or to any arrangements involving the performance of any services by any Contractor or to comply with any other r...

IR35. 21.1. The Supplier shall comply with its obligations under Chapter 10 of Part 2 of ITEPA 2003 and/or under the Social Security Contributions (Intermediaries) Regulations 2000/727 (“Intermediaries Regulations”) and shall procure that any other persons below the Supplier and above the lowest person in the chain mentioned in s.61N ITEPA 2003 or Regulation 14 of the Intermediaries Regulations shall comply with their obligations under the same. 21.2. For any Assignment in place as at or after, or where a payment is to be made following, April 2021 in relation to any individual (whether direct or via a Subcontractor) other than a contingent worker engaged on a PAYE basis, the Supplier shall do everything reasonably necessary to enable Pretium and/or the Client to conduct a determination under Chapter 10 of the Income Tax (Earnings and Pensions) Act 2003 or any new relevant legislation (an “Employment Status Determination”) and to comply with the same in accordance with the following: 21.2.1. Provided that the Client has supplied an SDS for any Assignment of an individual commencing prior to April 2021, the Supplier shall ensure that it has received the Client’s Employment Status Determination from Pretium before any payment is made in respect of that individual’s services after April 2021; 21.2.2. the Supplier shall as soon as reasonably practicable, or in any case within two (2) Business Days from the date of receipt, communicate in writing the Client’s Employment Status Determination (received from Pretium) to the individual to whom it relates or to the person or entity that pays such individual. The Supplier shall upon request provide to Pretium and/or Client evidence of such communication(s); representations made by an individual in respect of the Client’s Employment Status Determination to the effect that the Employment Status Determination is incorrect and shall in any event and in a timely manner assist Pretium and the Client in responding to any such representations, including but not limited to, notifying Pretium and/or Client as soon as reasonably practicable or in any case within two (2) Business Days from when the Supplier becomes aware of such representations; 21.2.4. the Supplier shall keep written records of its compliance with all of its obligations under this section for a period of no less than seven (7) years or to the extent allowed by the applicable laws; and 21.2.5. each party shall notify the other in writing in the event that during any A...

IR35. 23.1 The Supplier warrants to Retain that the personnel providing the Services are employed or engaged directly with the Supplier under a contract of employment. The Supplier further warrants that no personnel providing the Services are providing their services to the Supplier through an intermediary to which the provisions of Chapters 8 and/or 10 of part 2 of the Income Tax (Earning and Pensions) Act 2003 apply. The Supplier shall indemnify Retain and keep Retain indemnified against all Losses arising from a breach of this warranty or from any claim, allegation or finding from HMRC that the appropriate amount of taxes relating to personnel providing Services to Retain have not been paid.

IR35. You warrant that the individuals delivering the Order are employed directly by you or by our approved subcontractors. You also warrant that none of these individuals are delivering the Order through an intermediary that is subject to Chapters 8 and/or 10 of part 2 of the Income Tax (Earnings and Pensions) Act 2003.

IR35. 23.1 The Supplier warrants to Capita that the personnel providing the Services are employed or engaged directly with the Supplier under a contract of employment. The Supplier further warrants that no personnel providing the Services are providing their services to the Supplier through an intermediary to which the provisions of Chapters 8 and/or 10 of part 2 of the Income Tax (Earning and ▇▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇ apply. The Supplier shall indemnify Capita and keep Capita indemnified against all Losses arising from a breach of this warranty or from any claim, allegation or finding from HMRC that the appropriate amount of taxes relating to personnel providing Services to Capita have not been paid.