ir35 contract review - what to expect?

[SueEllen]

Thanks jamesbrown.

Another related question. From an IR35 perspective, is it good or bad if the contract/schedule doesn't mention specific location, how many days per week, or working hours?

It makes no difference from IR35 but in your own case you need it in your contract.

There have been arguments between client, agency and contractor over all these especially when client managers change.

[jamesbrown]

Agree with SE, namely that it's neutral w/r to IR35, because it's unspecified (i.e. the reality is not neutral, but the contract is silent). However, it's important from a contractual perspective to have this agreed, otherwise you may encounter a difference of opinion later on. In terms of the reality, the "when" and "where" are two elements of control, which is one element of IR35. Depending on the context, these elements may or may not be important. For example, there may be good reasons for all resources to work set hours from a set location, in which case these factors would be neutral (unable to distinguish contractors from employees). However, if the contract allows you flexibility that wouldn't be afforded to a permie (e.g. WFH, no set hours), that is positive w/r to IR35 (and should be written into the contract).

[Epiphone]

+1 for Bauer and Cottrell.

Agreed.

[mdw]

Quick question, if you pay for a ir35 review service, what do you expect to get back? A short statement followed by a table highlighting good & bad clauses or some recommendations on what should be changed in the contract?

I just had IPSE do one. For members its £145 - 5 business days, £340 - 24 hours. As the market is dead I assumed they might have a light workload, and I had nearly 2 weeks anyway, I went for the 5 day one. It took 3.5 business days and was done by Abbey. I told the agency I was waiting on it, and they just insisted their contracts were already 'IR35 friendly'.

They sent me 2 documents back: 1- a review of the areas in the contract that might be an issue under IR35, specific phrases or words used and why they might be an issue, and some suggested replacements, and 2 - a certificate of review. I learnt a few things from it for sure.

I emailed the agency with the issues raised, and they said their company solicitor would have to go through them (given a feeling of surprise on their side). They made all the changes raised to the contracts without any argument, so I assume the issues raised by the IPSE review were justified and valid. I'm glad I checked.

[garnet]

I just had IPSE do one. For members its £145 - 5 business days, £340 - 24 hours. As the market is dead I assumed they might have a light workload, and I had nearly 2 weeks anyway, I went for the 5 day one. It took 3.5 business days and was done by Abbey. I told the agency I was waiting on it, and they just insisted their contracts were already 'IR35 friendly'.

They sent me 2 documents back: 1- a review of the areas in the contract that might be an issue under IR35, specific phrases or words used and why they might be an issue, and some suggested replacements, and 2 - a certificate of review. I learnt a few things from it for sure.

I emailed the agency with the issues raised, and they said their company solicitor would have to go through them (given a feeling of surprise on their side). They made all the changes raised to the contracts without any argument, so I assume the issues raised by the IPSE review were justified and valid. I'm glad I checked.

Would you mind posting these suggestions here? Original wordings and the new suggestions. Could be just an subset of text.
In fact if we all do that, you wont need to pay for it.

[SueEllen]

Would you mind posting these suggestions here? Original wordings and the new suggestions. Could be just an subset of text.
In fact if we all do that, you wont need to pay for it.

Firstly, each contract is individual to an agency and sometimes to a particular agency and client, so posting suggestions of amendments here wouldn't help you.

Secondly, you need to pay for your own review as part of the process of getting an agency to accept your changes is for them to realise you actually have a real live solicitor/reviewer handling your side.

Finally you have a damn cheek in asking.

[SueEllen]

I just had IPSE do one. For members its £145 - 5 business days, £340 - 24 hours. As the market is dead I assumed they might have a light workload, and I had nearly 2 weeks anyway, I went for the 5 day one. It took 3.5 business days and was done by Abbey. I told the agency I was waiting on it, and they just insisted their contracts were already 'IR35 friendly'.

Never make the mistake that of thinking solicitors and accountants don't have different clients, training courses to do and holidays to take.

[ShandyDrinker]

Would you mind posting these suggestions here? Original wordings and the new suggestions. Could be just an subset of text.
In fact if we all do that, you wont need to pay for it.

Finally you have a damn cheek in asking.

While I can understand garnet's request I do tend to agree with SueEllen's final point too.

Because all contracts are potentially different and should be customised on a contract by contract basis this is something which we should have professionally reviewed.

I for one am happy to pay for the services of an accountant/QDOS/B&C/etc for the expertise in their respective areas as I don't have the background as a Software Developer to know what should or shouldn't suffice as a contract. It also shows that you take your business seriously and are prepared to pay for outside expertise where required.

To me it's like saying I saw a video on youtube of how to perform open heart surgery; just because I've seen it doesn't mean I understand the implications of what is happening or that I can now do it myself.

You're running a business, pay for the expertise you require.

Now... where's my scalpel

[mdw]

Never make the mistake that of thinking solicitors and accountants don't have different clients, training courses to do and holidays to take.

The agency were getting a bit impatient and so I actually rang up the reviewer directly to ask when it might be done. The girl who answered said they didn't have much on right now and would check. The person assigned to do the review said it would still take the full 5 days. I got it back after 3.5, probably only because I chased it. As they guarantee within 5 business days, I did wonder what they would do if they were really busy.

[mdw]

Would you mind posting these suggestions here? Original wordings and the new suggestions. Could be just an subset of text.
In fact if we all do that, you wont need to pay for it.

A couple of basic ones were they had my name in the contract, which made it personal. For 'Services' they also a job title e.g. 'System Developer', rather than a service like 'Systems Development'. The others were more involved.

There are so many things that could be an issue, you should definitely get each contract reviewed in its own right. It must also count for you if you ever needed it that you had acted like a business and had paid to have it legally checked for IR35.