Consultancy MSA and IR35 Red Flags

[Lance]

So would the following constitute as a claw back clause:
" I undertake to indemnify [named consultancy] on demand in respect of any loss, liability, costs
(including reasonable legal costs), damages or expenses it [named consultancy] may suffer as a result of any failure by
[my company] to perform obligations in the Agreement (MSA)".

It also mentions that I or other members of my family should own all the shares in the company and if that situation changes that I should inform the consultancy! Yet they are trying to say it's Outside. This is all in the side document additional to the NSA that Qdos are saying I've should get the consultancy to scrap.

Have you understood that correctly?
that indemnity clause reads to me like something covered by PI insurance and unrelated to IR35.
ownership of the company is unrelated to IR35.

so I don’t understand why QDOS would want either removed from an IR35 perspective.

[jamesbrown]

So would the following constitute as a claw back clause:
" I undertake to indemnify [named consultancy] on demand in respect of any loss, liability, costs
(including reasonable legal costs), damages or expenses it [named consultancy] may suffer as a result of any failure by
[my company] to perform obligations in the Agreement (MSA)".

No. It's an indemnity clause in relation to losses incurred by the consultancy caused by your failure to deliver the services, not tax losses. If there were to be an obligation elsewhere in the MSA to make good any tax loss, that would be the claw back clause in itself.

[ziggystardust]

Have you understood that correctly?
that indemnity clause reads to me like something covered by PI insurance and unrelated to IR35.
ownership of the company is unrelated to IR35.

so I don’t understand why QDOS would want either removed from an IR35 perspective.

They want it to be removed because it binds me as an individual to the contract and states that I as the director or a substitute director would have to carry out the work, implying a personal service. No sign of an SDS yet either and I have requested this again.

[Lance]

They want it to be removed because it binds me as an individual to the contract and states that I as the director or a substitute director would have to carry out the work, implying a personal service. No sign of an SDS yet either and I have requested this again.

sorry.... What bit binds you as an individual? I cannot see that in the information you provided.

[jamesbrown]

sorry.... What bit binds you as an individual? I cannot see that in the information you provided.

I don't see much point in litigating this. The OP is talking about a contract review from QDOS. If they suggested an edit, you can be pretty sure they are correct and it is pointless second-guessing it here.