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  1. #1

    Still gathering requirements...


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    Default Contract Wording

    Hi All

    What do people think about these clauses inserted in a contract by an Agency for an Outisde-Ir35 assignment (they are the 'company', I am the 'service provider'):

    " - The Service Provider shall indemnify the Company from all claims, actions or demands by third parties (which shall
    include the Client), against the Company and from all damages, losses, costs, expenses and payments whatsoever
    suffered or incurred by the Company in respect of any breach of the Agreement by the Service Provider arising during the
    Agreement. The Company may satisfy this indemnity from any payments due to the Service Provider by the Company.

    - The Service Provider shall indemnify the Company and/or its current or previous directors against any claims for tax and
    National Insurance made against the Company by the HMRC or any third party in respect of Services provided by the
    Service Provider during the period of the Agreement including claims made under the Transfer of Debt Regulations.

    - The Service Provider shall indemnify the Company from and against any losses which the Company may incur (including
    those arising out of third party claims) as a result of the Consultant(s) claiming to be (or some public body regarding him,
    as) an employee or worker of the Company, the Client or the Client's client."

    Run-of-the-mill stuff or should I be pushing back?

    Thanks

  2. #2

    I live on CUK

    SueEllen's Avatar
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    Default

    You should be getting a legal advisor to review and change the terms for you. The advice you get here is worth what you pay for it.
    "You’re just a bad memory who doesn’t know when to go away" JR

  3. #3

    Still gathering requirements...


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    Default

    Quote Originally Posted by SueEllen View Post
    You should be getting a legal advisor to review and change the terms for you.
    +1

  4. #4

    Still gathering requirements...


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    Default

    Getting QDOS to review as well

  5. #5

    My post count is Majestic

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    Default

    See what they have to say then.
    'CUK forum personality of 2011' - Winner - Yes really!!!!

  6. #6

    Nervous Newbie


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    Default

    I would be very interested in knowing the outcome as I suspect this is how all agencies are going to word their contracts when dealing with an outside ir35 PS contract.

  7. #7

    Super poster


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    Default

    Quote Originally Posted by NHS1979 View Post
    Hi All

    What do people think about these clauses inserted in a contract by an Agency for an Outisde-Ir35 assignment (they are the 'company', I am the 'service provider'):

    " - The Service Provider shall indemnify the Company from all claims, actions or demands by third parties (which shall
    include the Client), against the Company and from all damages, losses, costs, expenses and payments whatsoever
    suffered or incurred by the Company in respect of any breach of the Agreement by the Service Provider arising during the
    Agreement. The Company may satisfy this indemnity from any payments due to the Service Provider by the Company.

    - The Service Provider shall indemnify the Company and/or its current or previous directors against any claims for tax and
    National Insurance made against the Company by the HMRC or any third party in respect of Services provided by the
    Service Provider during the period of the Agreement including claims made under the Transfer of Debt Regulations.

    - The Service Provider shall indemnify the Company from and against any losses which the Company may incur (including
    those arising out of third party claims) as a result of the Consultant(s) claiming to be (or some public body regarding him,
    as) an employee or worker of the Company, the Client or the Client's client."

    Run-of-the-mill stuff or should I be pushing back?

    Thanks
    Regardless of what QDOS say I would boot those into the bin and make it clear you will walk.

  8. #8

    Godlike


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    Default

    Quote Originally Posted by NHS1979 View Post
    Hi All

    What do people think about these clauses inserted in a contract by an Agency for an Outisde-Ir35 assignment (they are the 'company', I am the 'service provider'):

    " - The Service Provider shall indemnify the Company from all claims, actions or demands by third parties (which shall
    include the Client), against the Company and from all damages, losses, costs, expenses and payments whatsoever
    suffered or incurred by the Company in respect of any breach of the Agreement by the Service Provider arising during the
    Agreement. The Company may satisfy this indemnity from any payments due to the Service Provider by the Company.

    - The Service Provider shall indemnify the Company and/or its current or previous directors against any claims for tax and
    National Insurance made against the Company by the HMRC or any third party in respect of Services provided by the
    Service Provider during the period of the Agreement including claims made under the Transfer of Debt Regulations.

    - The Service Provider shall indemnify the Company from and against any losses which the Company may incur (including
    those arising out of third party claims) as a result of the Consultant(s) claiming to be (or some public body regarding him,
    as) an employee or worker of the Company, the Client or the Client's client."

    Run-of-the-mill stuff or should I be pushing back?

    Thanks
    IANAL but it sounds like the agency want to declare you as outside IR35 and want to pass the can to you to carry.

    Big whiff of rattus rattus for sure.
    The greatest trick the devil ever pulled was convincing the world that he didn't exist

  9. #9

    I live on CUK

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    Default

    The agency cannot do this as liability lies with the PS client.

    I would find the actual wording in law in the particular bill, then have a discussion with your legal advisor and kick back.
    "You’re just a bad memory who doesn’t know when to go away" JR

  10. #10

    Fingers like lightning

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    Default

    First time I've ever had a business negotiate their contract in public with me. Want me to do this online or on email?

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