Substitution clause - IR35 friendly?

[malvolio]

Sort of.

It would be very difficult to prove an IR35 case where there are no intermediary organisations, the contract is between ClientCo and ContractorCo and there is no implication of personal service. So basic IR35 defences are always worth having, but only in a kind of belt-and-braces way. I can't see an IR35-caught scenario being proven.

[thunderlizard]

You could strengthen it by agreeing with the client in advance the exact process for getting this "consent in writing".

[TheFaQQer]

Hi guys

I've been pushing to get my contract (direct with ClientCo) sorted - I'd used an IR35 friendly template which seemed to cover all the stuff I've read about IR35. ClientCo have come back with a few changes - think most look OK, but wasn't sure about this one...

My wording:

The whole or part of this Contract for Services may be assigned or subcontracted to any third party at the sole discretion of the Company and the Client may not object.

Their wording:

The Company many not assign or subcontract the whole or part of this Contract for Services to any third party without the prior written consent of the Client such consent not to be unreasonable delayed or withheld.


Anyone got an opinion on whether their wording is still IR35 friendly in terms of a substitution clause?

Thanks for your help...

When I have had qdos review my contracts, generally they have added the "such consent not to be unreasonably withheld", so I think that their wording would be fine.

[mudskipper]

Thanks for your help.

The wording

“The Company may substitute the primary consultant with another representative of the Company provided that the Client is satisfied that the proposed substitute has the necessary skills, experience and training to fulfil the contract services”

seemed to be fine for them, so will hopefully get it signed Monday.