IR35 and My Contract

[northernladuk]

Hello Everyone, this is my first post

I have been contracting at the same location for a little over a year, the expectation is that I could continue for another 2 years although I have changed role and expect to change role again later this year.

So you've stopped claiming travel and subsistence due to the 24 month rule then?

I've noticed a section of my contract that I'd like to get your thoughts on, I appreciate this is not legal advise but would like your opinion. The bit in red worries me about what I could be on the hook for if we get done for IR35, what do you think?

ADVICE

Before I read further... Did you get your contract checked by QDOS, Bauer & Cottrell et al?

The Service Provider warrants that, unless otherwise agreed in writing by the Company, the Personnel shall be a
director and shareholder of the Service Provider company. Where the Company agrees that other Personnel may be
assigned to the Services, the Service Provider warrants that it shall itself account for UK PAYE tax and National
Insurance in relation to the entire amounts paid to such Personnel in connection with the Assignment. The Service
Provider shall indemnify the Company against any expense, action, claim, financial loss, cost (including all
reasonable legal costs and administrative costs) and any other liability arising from a breach of this warranty
and/or from any failure by the Service Provider to comply with applicable Tax Legislation. For the avoidance of
doubt these Terms shall not be construed as a contract with any Personnel supplied or any representative of the
Service Provider, and any of the liabilities of an employer arising out of the Assignment shall be the liabilities of
the Service Provider.

Sounds very similar to the wording in the IPSE Standard Contract Temple for REC agencies which says..

7. FEES
7.1 Subject to the receipt of the Supplier’s invoice in accordance with clause 6 above, the Supplier will receive payment from the Employment Business for the Assignment in accordance with the fee specified in the Schedule attached, plus VAT where appropriate. Invoices shall be paid within [30 days*] of receipt by the Employment Business.
* Payment terms greater than 30 days are not recommended by IPSE
7.2 The Supplier shall be responsible for any PAYE Income Tax and National Insurance Contributions and any other taxes and deductions payable in respect of its Staff for the Assignment.
7.3 All payments will be made to the Supplier.
7.4 If the Supplier shall be unable for any reason to provide the Consultancy Services to the Employment Business no fee shall be payable by the Employment Business during any period that the Consultancy Services are not provided.

https://www.ipse.co.uk/contract-temp...through-agency

P.S. This isn't really anything to do with IR35

[scs3drg]

Hello Everyone, this is my first post

I have been contracting at the same location for a little over a year, the expectation is that I could continue for another 2 years although I have changed role and expect to change role again later this year.

I've noticed a section of my contract that I'd like to get your thoughts on, I appreciate this is not legal advise but would like your opinion. The bit in red worries me about what I could be on the hook for if we get done for IR35, what do you think?

The Service Provider warrants that, unless otherwise agreed in writing by the Company, the Personnel shall be a
director and shareholder of the Service Provider company. Where the Company agrees that other Personnel may be
assigned to the Services, the Service Provider warrants that it shall itself account for UK PAYE tax and National
Insurance in relation to the entire amounts paid to such Personnel in connection with the Assignment. The Service
Provider shall indemnify the Company against any expense, action, claim, financial loss, cost (including all
reasonable legal costs and administrative costs) and any other liability arising from a breach of this warranty
and/or from any failure by the Service Provider to comply with applicable Tax Legislation. For the avoidance of
doubt these Terms shall not be construed as a contract with any Personnel supplied or any representative of the
Service Provider, and any of the liabilities of an employer arising out of the Assignment shall be the liabilities of
the Service Provider.