Background

These terms and conditions govern the provision of IR35 Manager by IR35 Manager Limited (Vendor, we, us, our) and its use by Client Users and Workers (as defined below) (you, your). We provide IR35 Manager for the benefit of our Clients (as defined below), to help them determine whether Workers should be taxed as employees or self-employed contractors under the UK's IR35 rules and off-payroll working rules, together known colloquially as the "IR35" rules. IR35 Manager Limited is a subsidiary of Wiggin LLP (Wiggin).

PLEASE READ THIS SECTION CAREFULLY BEFORE ACCESSING AND USING IR35 MANAGER:

These terms of service (the Agreement) applies to your access and use of IR35 Manager whether you are a Worker or Client User. You acknowledge that this Agreement constitute a binding legal agreement between you and Vendor in relation to your use of IR35 Manager. If you are a Worker, the term “you” means both you personally and (if applicable) your loan-out company.

Capitalised terms in this Agreement have the meanings set out at Clause 10 below (Definitions and Interpretation).

IF YOU ARE UNDER THE AGE OF 18, PLEASE NOTE THAT YOU ARE NOT PERMITTED TO USE IR35 MANAGER. ANYONE UNDER THE AGE OF 18 MUST ASK THEIR PARENT OR LEGAL GUARDIAN TO ACCESS AND USE IR35 MANAGER FOR THEM.

BY CLICKING ON THE ‘ACCEPT’ BUTTON, YOU AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THIS AGREEMENT (AS IT APPLIES TO YOU IN YOUR CAPACITY AS EITHER A WORKER OR CLIENT USER). IF YOU DO NOT AGREE, YOU MUST NOT CLICK ON THE ‘ACCEPT’ BUTTON OR ACCESS OR USE IR35 MANAGER.

If you are a Client User and have any questions or concerns relating to your use of IR35 Manager, or wish to report any technical issues you experience, please refer to the IR35 Manager User Guide provided in IR35 Manager and report the issue in accordance with the guidance there.

1. Access to the IR35 Manager
   1. Workers may access and use IR35 Manager to provide the necessary information to help Clients assess their employment status for tax purposes in order to issue them with Status Determination Statements (each an SDS) and to accept or respond to or dispute any SDSs sent to them through IR35 Manager.
   2. Client Users may access and use IR35 Manager and the IR35 Manager User Guide solely for the purpose of assessing the employment status for tax purposes of Workers, issuing SDSs and managing any acceptances or disputes by Workers on behalf of the Client for which they work.
   3. The rights granted in Clauses 1.1 and 1.2 are conditional on and subject to your compliance with the Acceptable Use Requirements at Clause 2 below.
   4. If you are a Client User and you have been instructed by a relevant Client to review Advisory Status Determinations (each an ASD) in order to produce SDSs, you agree to use all reasonable skill and care in performing this role. If you do not feel able to fulfil your role with due skill and care, you must inform the Client for which you work and cease using IR35 Manager until such time as you have received appropriate training or guidance.
   5. It is your responsibility to ensure that you have appropriate connectivity to the internet and any relevant networks in order to be able to use IR35 Manager.
2. Acceptable Use Requirements
   1. You shall comply with any instructions given to you by Vendor in relation to your access and use of IR35 Manager.
   2. You shall keep your log-in details (username and password) for access to IR35 Manager secure and confidential, and you shall not permit any third party to access or use IR35 Manager using your log-in details.
   3. You shall ensure that all information or data you input to IR35 Manager is accurate, complete, up-to-date and not misleading.
   4. You shall ensure that you immediately rectify and update any information or data you input to IR35 Manager which becomes out of date or inaccurate due to a change in relevant circumstances, either by updating such information or data directly within IR35 Manager (where such functionality exists), or by promptly notifying the relevant Client of all relevant changes in circumstances.
   5. You shall not wilfully or negligently introduce or create onto IR35 Manager and/or Vendor’s systems any virus, worm, trojan horse, cancelbot or other destructive or contaminating program or code
   6. You shall not permit or encourage, directly or indirectly, any unauthorised access to, or use of, IR35 Manager and/or any other product or service of Vendor or Wiggin, and you shall notify Vendor and the Client promptly of any such unauthorised access or use, including if you only suspect or anticipate unauthorised access or use.
   7. You acknowledge that all information relating to IR35 Manager, including its functionality and the contents hosted on or generated by IR35 Manager, constitutes Vendor’s and/or the Client’s confidential information. You shall keep confidential and not disclose to any third party any such confidential information belonging to Vendor or the Client (except that Client Users may disclose SDSs as expressly permitted by this Agreement).
   8. You shall not engage in any abuse or fraudulent use of IR35 Manager. Abuse and fraudulent use shall include (without limitation):
      • copying, duplicating, modifying, creating derivative works from or distributing all or any portion of IR35 Manager (including any software, information or data included on or forming part of IR35 Manager and / or any Materials) except to the extent expressly set out in this Agreement or as otherwise permitted under any applicable law which is incapable of exclusion by contractual agreement; or
      • reverse compiling, disassembling, reverse engineering or otherwise reducing to human-perceivable form all or any part of IR35 Manager (including any software included on or forming part of IR35 Manager), except as may be permitted under any applicable law which is incapable of exclusion by contractual agreement; or
      • accessing all or any part of IR35 Manager (including any data or software included on or forming part of IR35 Manager) in order to build a product or service which is capable of competing for business with the IR35 Manager or any services provided or offered by Vendor, or for any other purpose not expressly permitted under Clauses 1.1 and 1.2; or
      • obtaining, or assisting third parties in obtaining, unauthorised access to IR35 Manager (including any software, information or data included on or forming part of IR35 Manager and any Materials derived therefrom, including SDSs) or any services provided or offered by Vendor; or
      • gaining access to information which contains enquiry or transaction volumes relating to use of IR35 Manager; or
      • using IR35 Manager or any of its components or any data contained or accessible within it to construct any kind of database; or
      • circumventing any access or use restrictions put into place to prevent certain uses of IR35 Manager or any of its components or any data contained or accessible within it; or
      • disabling, impairing, or destroying IR35 Manager or any of its components; or
      • knowingly disrupting, interfering with, or inhibiting any other user from using IR35 Manager or any of its components; or
      • uploading or sharing any content or data that is unlawful, harmful, threatening, abusive, tortious, defamatory, libellous, vulgar, lewd, profane, hateful, invasive of another’s privacy, or that infringes the intellectual property rights of any third party; or
      • impersonating any person or entity, or falsely stating or otherwise misrepresenting an affiliation with a person or entity; or
      • providing any advice or opinion to any third party using IR35 Manager or any results obtained or resulting from its use; or
      • attempting to alter any ASD or SDS or any information or data relating to an ASD or SDS, unless explicitly authorised by this Agreement; or
      • attempting or assisting any third party to do or attempt to do any of the above activities set out in this Clause 2.8.
3. Intellectual Property Rights
   1. You acknowledge that all rights, including all Intellectual Property Rights, in and to IR35 Manager, the IR35 Manager User Guide, and the Materials are and shall remain the property of Vendor, its Clients and/or its licensors.
   2. The rights granted to you to use IR35 Manager pursuant to this Agreement are licensed (not sold) to you, and you have no rights in, or to, IR35 Manager (or the IR35 Manager User Guide, if applicable) or the Materials, other than the right to use them strictly in accordance with this Agreement.
4. Important notice to Workers
   1. You warrant that you are aged 18 years and over. If you consider yourself to be a Worker but you are under 18 years of age, your parent or legal guardian must accept the terms and conditions of this Agreement and they must access and use IR35 Manager on your behalf. The IR35 Manager is not intended to be used by, and must not be used by, anyone under the age of 18.
   2. The provision of IR35 Manager by Vendor to a Client constitutes advice to that Client only. An SDS does not constitute legal advice to Workers. If you are a Worker and wish to obtain legal advice in respect of any SDS, you should seek independent advice in relation to the SDS and any consequences resulting from such determination by the relevant Client. Each Client is solely responsible for the SDSs it makes. Vendor has no liability whatsoever for the SDSs carried out by the Client using IR35 Manager and any reliance upon IR35 Manager and any ASD or SDS shall be at the risk of the Worker and Client.
   3. ASDs are based on the relevant law and guidance at the time then in force, which may be subject to change. However, their accuracy is highly dependent on the information and data you provide to IR35 Manager. If the data and information you provide is inaccurate or incomplete, or it becomes outdated and you do not update it, the ASD may be incorrect, and this could lead to an incorrect SDS being made by a Client for which Vendor assumes no responsibility.
   4. If you are a Worker, you acknowledge that the carrying out of any SDSs by a Client does not constitute an offer of employment or any other form of engagement by the Client, and the Client is under no obligation to hire you in any capacity.
   5. If you are a Worker and you disagree with any SDS communicated to you by a Client, you must notify the Client directly that you disagree, by following the steps outlined in the email sent to you by the Client through IR35 Manager. Workers will be deemed to have accepted the SDS originally communicated to them by the Client if they do not raise an objection within the time limits set out in the SDS, which will be twenty (20) days unless otherwise notified to you in writing by the Client. The Client, and not Vendor, is responsible for all SDSs made by it using IR35 Manager and dealing with any such disagreements and appeals processes.
5. Liability
   1. Nothing in this Agreement limits or excludes Vendor’s liability for death or personal injury resulting from Vendor’s negligence, fraud or fraudulent representation, or any other liability that cannot lawfully be limited or excluded.
   2. Except as set out in Clause 5.1, neither Vendor nor Wiggin shall in any circumstances whatsoever be liable to you whether in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution or otherwise, for any loss of revenue, profit, business opportunity or anticipated savings, for any loss or corruption of data or software, any loss or damage of goodwill or reputation, or for any indirect, special or consequential loss (even if you have been advised of the possibility of such loss), tax, interest or penalties arising under, or in connection with this Agreement. You accept and agree that to the extent that any claim exists or arises in relation to your use of IR35 Manager, you may only bring such claim against the relevant Client.
   3. Without prejudice to Clauses 5.1 and 5.2, Vendor’s entire aggregate liability to you under this Agreement whether arising in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution or otherwise arising by reason of or in connection with this Agreement, shall be limited to one hundred pounds sterling (£100) for all incidents.
6. Termination
   1. Vendor may terminate your access to IR35 Manager immediately without written notice to you for any reason whatsoever, including if you commit (or if Vendor has reasonable grounds to suspect that you have committed, or that you intend to commit) a material or persistent breach of this Agreement.
   2. Without prejudice to Clause 6.1, your right to access IR35 Manager shall also immediately terminate if:
      1. the Client in respect of which you are a Worker or Client User ceases to be a client of Vendor or Wiggin or the Client Contract between the Client and Vendor expires or terminates;
      2. the relevant Client no longer authorises or requires you to be able access and use IR35 Manager; or
      3. if you are a Client User, your engagement by the relevant Client as either a contractor or employee terminates.
   3. On termination for any reason:
      1. all rights granted to you under this Agreement shall immediately cease;
      2. you must immediately cease all activities authorised by this Agreement; and
      3. you must immediately and permanently delete or remove any copy of IR35 Manager User Guide, Materials (including ASDs and SDSs) then in your possession, custody or control (other than any on the IR35 Manager), and in the case of destruction, certify to Vendor and the Client that you have done so.
7. Updates to this Agreement

   Vendor reserves the right to update this Agreement at any time. Any update to this Agreement will be notified to you when you next log in to use IR35 Manager. Your continued use of IR35 Manager (and the IR35 Manager User Guide, if applicable) following such notification shall constitute your acceptance to the variation of this Agreement. If you do not accept the variation to this Agreement, you must immediately stop using and accessing IR35 Manager (and the IR35 Manager User Guide, if applicable).

8. Use of personal information
   1. Under the Data Protection Legislation, Vendor is required to provide you with certain information about Vendor and about how Vendor processes the personal data of individuals who use IR35 Manager, including for what purposes, what the individuals’ rights are in relation to their personal data, and how individuals can exercise those rights. This information is provided in the Privacy Notice on the IR35 Manager website.
   2. You confirm that you have reviewed and that you understand the Privacy Notice.
   3. If you are a Client User, you confirm that you will at all times comply with your and the Client’s obligations under relevant Data Protection Legislation in respect of any personal data that you input, review, or share in respect of any ASD you carry out on behalf of the Client.
9. Miscellaneous
   1. Force Majeure. You acknowledge that Vendor shall not be in breach of this Agreement nor bear any responsibility or liability for any losses arising out of any delay or failure in the performance of its obligations under this Agreement, or for any unavailability of the IR35 Manager, due to events beyond its reasonable control commonly referred to as events of force majeure.
   2. Assignment. You may not transfer, assign, or sub-license your rights and obligations under this Agreement save (in the case of Client Users) to the Client. Vendor can transfer, assign, or sub-license its rights and obligations under this Agreement to any third party for any reason without your further written agreement. Vendor will provide you with reasonably prompt written notice of any such assignment or transfer (and, following any such assignment or transfer, references to Vendor shall be references to the relevant assignee).
   3. Severability. If any provision of this Agreement is invalid or unenforceable, the remaining provisions will remain in full force and effect.
   4. Third party rights. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement, except that Wiggin or any subsidiary of Wiggin shall be entitled to enforce any part of this Agreement as if it was itself a party.
   5. Non-waiver. No delay or omission on the part of Vendor shall operate as a waiver of any right or remedy Vendor may be entitled to at law.
   6. Jurisdiction and governing law. This Agreement, its subject matter and their formation (and any non-contractual disputes or claims relating to this Agreement ) shall be governed by, and construed in accordance with, English law. You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with, this Agreement.
10. Definitions and interpretation
    1. Throughout this Agreement, the following capitalised words have the following meanings:

        

       Acceptable Usage Requirements means the rules and restrictions set out in Clause 2 which apply to Workers’ and Client Users’ access and use of IR35 Manager.

       ASD means the advisory status determination automatically generated by the IR35 Manager, based upon data input by a Worker and Client User through IR35 Manager, concerning the UK tax status of a Worker in respect of a given engagement with the Client.

       Client means either: (a) the organisation that you as a Worker have applied to work for or with, and that has requested you to provide information to IR35 Manager in order for that Client to determine your employment status for tax purposes in relation to any given engagement, or (b) the organisation that has authorised you as a Client User to use IR35 Manager to assist it or a Client Group Member in making ASDs. References to Client throughout this Agreement shall include any relevant Client Group Member.

       Client Contract means the agreement entered into by Vendor and the Client for the provision of IR35 Manager by Vendor to the Client.

       Client Group Member means a company, division or affiliate which is a part of the same group undertaking as the Client, which is authorised to use IR35 Manager pursuant to the Client Contract. For these purposes "group undertaking" shall have the meaning given to it in Section 1161(5) of the Companies Act 2006.

       Client User means any individual engaged by a Client or Client Group Member and authorised by the Client to use IR35 Manager on its or any Client Group Member’s behalf.

       Data Protection Legislation means all applicable current and future data protection, privacy and electronic marketing legislation, including the General Data Protection Regulation ((EU) 2016/679) and any associated national legislation, any national legislation implementing the Privacy and Electronic Communications Directive 2002/58/EC and the UK Data Protection Act 2018.

       Intellectual Property Rights means all intellectual property rights of any nature including: (a) copyright, patents, trade marks, database rights, designs, format rights, inventions, know-how, trade secrets, techniques and confidential information, customer and supplier lists and other proprietary knowledge and information (whether registered or unregistered); (b) applications and all rights to apply for registration for any of the foregoing; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world in each case for their full term and together with any revivals, renewals or extensions.

       IR35 Manager means the platform provided by Vendor a described in the Background section above.

       IR35 Manager User Guide means the guidelines issued to the Client by Vendor and which are made available on IR35 Manager.

       Materials means all documents, products and materials developed by Vendor , its agents, sub-contractors, consultants and/or employees in relation to IR35 Manager together with all content, results and other output from its and / or any Worker or Client’s use of IR35 Manager.

       Privacy Notice means the document on the IR35 Manager website that describes how Vendor processes the personal data of Workers and Client Users.

       Worker means an individual whose services the Client wishes to engage and in relation to whom the Client or Client Group Member will use IR35 Manager.

       SDS means the final status determination made by a Client following the Client’s review and assessment of the ASD.

        

    2. References to Clauses are to clauses in this Agreement (unless the context requires otherwise).