Outside contract

[Guesstimator]

Sincerely, thank you all. I pitch in where I can with help (on matters I know) but you guys are brilliant.

I know I've been lazy in just asking instead of searching in earnest, but the searching I did do seemed to show the advice evolved a lot more than I expected so a current state of view is really helpful.

Sadly, with jb's perfect & succinct reply, it seems we've swapped one unclear situation for another.

Eeek, you've hit the nail on the head with "even where the decision is outside your control" because even though the SDS is currently in my favour, I'm NOT in control of the client's interpretation or future behaviour.

For commercial contract review, the team at Bauer and Cottrell's been my usual port of call... Still a go to in this new world?

[jamesbrown]

Yes, an IR35 contract review is a little pointless if you fall under Chapter 10 (received or should receive an SDS), although a review for commercial terms is still sensible, which would flag any transfer of liability nonsense. Yes, you should get any fluff like that removed. Yes, the Fee Payer (e.g., agency) is on the hook, in the first instance, if an outside determination is found to be wrong at a later date. The Fee Payer is the nearest entity to YourCo, else the entity that fails to pass on the SDS (the client, if they failed to issue one). Yes, it's a mess.

[eek]

Yes, I'll certainly try to get hold of the SDS but it seems mildly futile if it can just be changed after I've signed the contract and begun working...



Cos they're the last in the chain for the SDS?




Is anyone successful in that?

Lastly, recommendations for contract review? Or is it now a "situation" review with the contract being a little meaningless?

An IR35 review is pointless

A proper contract review is worthwhile especially to spot any awkward terms that could be used to try to recover costs from you even where the decision is outside your control.

[Guesstimator]

Yes, I'll certainly try to get hold of the SDS but it seems mildly futile if it can just be changed after I've signed the contract and begun working...

Because Agencies don't wish to carry the risk and currently they are the ones who end up paying up were things to go wrong.

Cos they're the last in the chain for the SDS?

Indeed. On the bold bit, there are plenty of threads on that as well. Answer is get it removed.

Is anyone successful in that?

Lastly, recommendations for contract review? Or is it now a "situation" review with the contract being a little meaningless?

[eek]

Thanks nl, yes I just followed that nightmare. Poor guy.

I realise that, ultimately, none of this is any different to before it's just frustrating that each piece of "clarity" in the legislation means another issue pops up and commensurate risk. I lack the foresight/intelligence to realise that, hell even in the space of this thread I've gone from "these changes are good and give everyone a framework to work in" to "I'm a moron for not seeing all this"

Of course, I can just pony up to go hmrc as though I'm inside anyway and forget about it all, which would be the least stressful way to deal with.

I'll go and do a proper search, I did notice Lance' content on another thread about responsibility not being able to legally be excused by the client but the wording is often "may seem to find redress against...myco"... And also that I can just fold the company anyway... It's just... Why am I seemingly forced to think in these terms and so far ahead for a situation that might not occur? Aaaaaa!

Because Agencies don't wish to carry the risk and currently they are the ones who end up paying up were things to go wrong.

[northernladuk]

Thanks nl, yes I just followed that nightmare. Poor guy.

I realise that, ultimately, none of this is any different to before it's just frustrating that each piece of "clarity" in the legislation means another issue pops up and commensurate risk. I lack the foresight/intelligence to realise that, hell even in the space of this thread I've gone from "these changes are good and give everyone a framework to work in" to "I'm a moron for not seeing all this"

Of course, I can just pony up to go hmrc as though I'm inside anyway and forget about it all, which would be the least stressful way to deal with.

I'll go and do a proper search, I did notice Lance' content on another thread about responsibility not being able to legally be excused by the client but the wording is often "may seem to find redress against...myco"... And also that I can just fold the company anyway... It's just... Why am I seemingly forced to think in these terms and so far ahead for a situation that might not occur? Aaaaaa!

Indeed. On the bold bit, there are plenty of threads on that as well. Answer is get it removed.

[Guesstimator]

Thanks nl, yes I just followed that nightmare. Poor guy.

I realise that, ultimately, none of this is any different to before it's just frustrating that each piece of "clarity" in the legislation means another issue pops up and commensurate risk. I lack the foresight/intelligence to realise that, hell even in the space of this thread I've gone from "these changes are good and give everyone a framework to work in" to "I'm a moron for not seeing all this"

Of course, I can just pony up to go hmrc as though I'm inside anyway and forget about it all, which would be the least stressful way to deal with.

I'll go and do a proper search, I did notice Lance' content on another thread about responsibility not being able to legally be excused by the client but the wording is often "may seem to find redress against...myco"... And also that I can just fold the company anyway... It's just... Why am I seemingly forced to think in these terms and so far ahead for a situation that might not occur? Aaaaaa!

[northernladuk]

It was also mentioned about Kingsbridge insurance, which I'm guessing means the (unseen as yet) contract will punt responsibility for paying any ir35 "issues" to me.

You need to see it. If the client has determined it outside then you are covered. It's their responsibility. They cannot (we believe) punt it down the chain. If the Kingsbridge is just the old IR35 insurance then you don't need it. Responsibility is with the client and their SDS.

We do have a rather strange situation where you can start and the SDS doesn't need to be produced until the first invoice or something along those lines and I believe we've had one poster already that's been shafted by this. Started and its been changed to inside after start or something. IR35 contract check and insurance is no longer the holy grail, get the SDS in writing before you start. They don't have to but it's madness to start a contract without seeing it.

As Lance says, do a google search though. In google type <keyword> site:forums.contractoruk.com . As you can imagine every single contractor that has started an outside gig since Feb/March has been in your situation. Eek particularly has written a lot on the SDS, when it's produced and where the responsibility lies.

[Guesstimator]

Been reading the situation of the poor guy earlier in the year where the end client changed the determination "retrospectively".

This is a cluster fok isn't it? The whole thing is, as per usual, an absolute tulip show.

And up until the first payment from client to agent, the SDS can change? And can change any point thereafter?

This is like quicksand, not a single reliable piece of footing.

[Guesstimator]

Thanks v much.
Sounds like I'll pay for the insurance, which I'm ok with, though I'm not overly happy with the requirement for indemnification.

Re change in determination, thank you, I hadn't thought of that.. ... That's quite a risk. Are there instances of this happening, a sort of bait and switch?

I've said I'll take the role, yes.
I've never had any qualms, or resultant issues, about walking away at this stage if the contract/situation isn't as described... You're right, maybe I'm exposing myself (yuk yuk) but do you see much of a risk there? Are verbals binding at all?..oof, yes they are... That I didn't know..I guess "subject to contract" is the obvious example.

Perversely, although maybe an intended consequence, I'm happier now that clients are actively engaged and it's in their best interests to maintain the correct relationship.

[Lance]

you've verbally agreed a contract you've not seen?
When you say "mentioned about Kingsbridge", what was mentioned? That you must buy it? They they will buy it?

Either way. Read the other threads in this forum, or do a search. An SDS can be changed after you've started so be aware of that.
The financial liability is with the client so you don't have to worry as much about IR35 working practices, other than the large caveat of if you don't follow the working practices correctly the client may decide you're actually inside and change the SDS.

What used to be a simple box ticking exercise to cover your own financial risk (it shouldn't have been box ticking but we all know the reality of what most contractors actually did), is now something the client owns, and they may be more rigid in interpretation.

[Guesstimator]

Been out of the uk contract world a few months and just stepped back in. Forgive me, I think what I'm about to ask will have been covered multiple times, I just can't find the relevant faq.

I just verbally agreed an outside contract, SDS is confirmed but not seen.

It was also mentioned about Kingsbridge insurance, which I'm guessing means the (unseen as yet) contract will punt responsibility for paying any ir35 "issues" to me.

Now, I realise this doesn't ultimately place me in a worse place than before April (seems to me it's better since there's an SDS from the client that I'm outside) but are there any pitfalls?

Aside from that, is it the usual rigmarole of trying to get SoW or terms of engagement as a separate document or is that obviated by the SDS now?

Cheers