Indemnity Clause for Agent/Client in Contract - would you accept this?

[stubbo]

So have been offered an outside IR35 role with a new client, and in the agencies standard contract terms is this:

The Contractor (my Ltd Company) will Indemnify the Client in respect of all tax and national insurance (whether in the UK or outside the UK) liabilities together with all liabilities as an employer in relation to each Worker utilised by the Contractor in the provision of the Services and that such indemnity shall extend not only to the Company but also to the Client and such indemnity shall extend to all claims, actions, demands, losses, liabilities and costs which may be incurred by the Company and the Client in any such respect including but not limited to any liability in the event that any Worker shall be considered to be an employee of either the Contractor or the Client.

Seems to me that's them wanting to have their cake and eat it, but I'd be interested to know what you with more experience think. To me it says if I sign that, at the first sign of any non-compliant practice that could compromise my position with regards this clause, I'd need to be off.

Thanks for any thoughts/guidance/non-advice on it!

[cojak]

Read this AND MAKE ABSOLUTELY SURE THAT IT IS OUTSIDE AND REMAINS OUTSIDE.

https://forums.contractoruk.com/acco...contracts.html

And never forget - AGENTS WILL LIE IF IT MEANS EARNING COMMISSION.

(Oh, and you’ll be liable for everything before you dump the contract.)

[northernladuk]

What Cojak said and we've also discussed this a lot. Check the link below which searches for all the threads where indemnity clauses have been discussed

https://www.google.com/search?q=Inde...hrome&ie=UTF-8

[stubbo]

Appreciate the link and have reviewed the info and comments in both threads (and also told the agent I'll only sign if they remove the clause).

Thanks a lot for your feedback, and apologies for going over old ground.

[cojak]

No problem - this is going happen a lot in future…

[ladymuck]

Despite this IPSE blog post containing a lot of sense, the last paragraph makes disappointing reading:

https://www.ipse.co.uk/ipse-news/ips...forceable.html

[cojak]

Yeah, my answer to that is “You first”…

[BlasterBates]

Appreciate the link and have reviewed the info and comments in both threads (and also told the agent I'll only sign if they remove the clause).

Thanks a lot for your feedback, and apologies for going over old ground.

From Lady Muck's link

https://www.ipse.co.uk/ipse-news/ips...forceable.html

In the meantime, although we absolutely don’t like the risk these clauses potentially create, it may be that you will have to take a deep breath and sign on the dotted line, unless that is, you can find an alternative contract, which is outside IR35 and which doesn’t contain the indemnity clauses – but these are getting harder to find with each passing day.

I doubt that there are many agencies that will swallow the risk, so if you don't want the risk maybe the best option is to go inside.

[eek]

From Lady Muck's link

https://www.ipse.co.uk/ipse-news/ips...forceable.html



I doubt that there are many agencies that will swallow the risk, so if you don't want the risk maybe the best option is to go inside.

Worth saying that that blog post is nearly a year old and comes from April 2021.

But the article doesn't outline the real scale of the risk because the issue isn't that your outside IR35 is actually inside, it's that another utterly random outside IR35 contract at clientco is judged to be inside and HMRC then ask for all 500 contractors to pay up including you ...