Common use of IR35 Clause in Contracts

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.