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contract clause

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    contract clause

    I received a contract from a consultancy containing the following clause.

    "If it is determined by the Consultancy that the Engagement falls within scope of IR35 any payment due to the Company shall be payable by the third party nominated by the Consultancy or directly by the Consultancy subject to the third party or the Consultancy deducting all applicable taxes (including any national insurance contributions) required by law or any other fees charged by the third party. For the avoidance of doubt, if requested, the Company shall be required to enter into a separate contract with the third party in relation to payment, deduction of applicable taxes and other fees. the Consultancy shall not be liable for any losses whatsoever and howsoever arising from IR35."

    'the Company' is my LTD.
    This is a SOW based contract via a consultancy to a public sector client. Consultancy says the gig is outside IR35.

    The previous clauses talk about this 'third party' and how they're going to carry out an IR35 assessment, and my LTD is going to pay for it. Sounds like they're one of those companies that issues an SDS backed by insurance.

    What I can't figure out is what is going on with 'their' liability if they suddenly determine the contract falls inside IR35 or there is an enquiry. It sort of reads like they're looking to claw that out of me in a roundabout way. I though the law was pretty clear here that the contractors LTD will not be liable for this, however the clause is talking about any payments due to my LTD being made by the third party, and they'll be making deductions for NI taxes and fees. Seems fishy.

    From a slightly more positive angle it looks like maybe they're 'not' trying to dodge their tax liability (say if it was tens of £K's or more because that would be too late and already paid to my LTD) but perhaps they're just talking about recognising their mistake and "from this day forth" deducting the appropriate taxes for inside IR35 working.

    What does the panel think?
    Last edited by CheeseSlice; 8 February 2021, 22:50.

    #2
    Surely QDOS or the like will tell you the score when you get it checked properly?
    'CUK forum personality of 2011 - Winner - Yes really!!!!

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