Terms and Conditions
IR35 Shield for Contractors
- These terms and conditions govern your use of our website, including our IR35 Shield for Contractors service.
- By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.
- If you register with our website, we will ask you to expressly agree to these terms and conditions.
- Copyright (c) 2019-2021 IR35 Shield Ltd.
Subject to the express provisions of these terms and conditions:
- we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and
- all the copyright and other intellectual property rights in our website and the material on our website are reserved.
Licence to use website
- view pages from our website in a web browser;
- download pages from our website for caching in a web browser;
- print pages from our website; and
- subject to applicable subscription and account limitations: (i) use our IR35 Shield website services by means of a web browser in connection with the conduct of IR35 assessments; and (ii) generate and download Status Determination Statements, and supply copies of those Status Determination Statements to the parties to the relevant contract or prospective contract,
- Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.
- You may only use our website for your own business purposes, and you must not use our website for any other purposes.
- Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.
Unless you own or control the relevant rights in the material, you must not:
- republish material from our website (including republication on another website);
- sell, rent or sub-license material from our website;
- show any material from our website in public;
- exploit material from our website for a commercial purpose; or
- redistribute material from our website,
- You must not change, adapt or edit any Status Determination Statement or create any derivative work using any Status Determination Statement. Without prejudice to the generality of the foregoing, you must not remove or obscure any of our branding or logos on any Status Determination Statement.
- We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.
- You may:
You must not:
- use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;
- use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
- use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
- conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;
- access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;
- violate the directives set out in the robots.txt file for our website;
- use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing);
- make any alteration to our website;
- conduct or request that any other person conduct any load testing or penetration testing on our website;
- attempt to gain unauthorised access to our website or its related systems or networks;
- access or use our website to provide a product or service that is in any way competitive with our website services;
- reverse engineer, decompile, manipulate or access any source code or object code related to our website services, or use any machine learning or artificial intelligence system in relation to the output of our website services; or
- permit any unauthorised person to access or use our website.
- You must ensure that all the information you supply to us through our website, or in relation to our website, is true, accurate, current, complete and non-misleading.
- You must not:
Use on behalf of organisation
If you use our website or expressly agree to these terms and conditions in the course of a business or other organisational project, then by so doing you bind both:
- yourself; and
- the person, company or other legal entity that operates that business or organisational project,
- If you use our website or expressly agree to these terms and conditions in the course of a business or other organisational project, then by so doing you bind both:
Registration and accounts
- To be eligible for an account on our website, you must be at least 16 years of age.
- You may register for an account with our website by completing and submitting the account registration form on our website and clicking on the verification link in the email that the website will send to you.
- You must not allow any other person to use your account to access the website.
- You must notify us in writing immediately if you become aware of any unauthorised use of your account.
User login details
- If you register for an account with our website, you will be asked to choose a password.
- You must keep your password confidential.
- You must notify us in writing immediately if you become aware of any disclosure of your password.
- You are responsible for any activity on our website arising out of any failure to keep your password confidential and you may be held liable for any losses arising out of such a failure.
Cancellation and suspension of account
- suspend your account;
- cancel your account; and/or
- edit your account details,
- You may request that we cancel your account on our website by notifying us in writing, and we will close your account promptly following the receipt of such a request. You will not be entitled to any refund if you cancel your account in accordance with this Section 8.2.
- We may:
Our IR35 assessment services
- You may purchase a single IR35 assessment or a periodic subscription to use our website services. Choosing a single IR35 assessment will entitle you to one IR35 assessment which will include one Status Determination Statement indicating your status. Choosing a periodic subscription will entitle you to complete assessments and receive Status Determination Statements during the period of your subscription, subject to Section 9.6.
Our website services may only be used in relation to the IR35 status assessment of a contract or prospective contract between:
- the person (natural or legal) identified as the customer in your account on our website; and
- a customer for that person’s services.
The features of our website services shall be as specified on our website at the time of your purchase of the services, providing that we may at any time:
- add additional features, and remove such additional features after they have been added; and
- alter, remove or replace any features.
- We shall use reasonable endeavours to maintain the availability of our website services to you at the gateway between the public internet and the network of our hosting services provider but do not guarantee 100% availability.
Without prejudice to Section 9.4, downtime caused directly or indirectly by any of the following shall not constitute a breach of these terms and conditions:
- an event, or series of events, that is outside our reasonable control;
- a fault or failure of the internet or any public telecommunications network;
- a fault or failure of our hosting infrastructure services provider, unless such fault or failure constitutes an actionable breach of the contract between us and that company;
- a fault or failure of your computer systems or networks or internet connection;
- any breach by you of these terms and conditions; or
- scheduled or emergency maintenance.
Fair use policy
- The use of our services is subject to a fair use policy, as described in this Section 10.
If in our reasonable opinion you use the services excessively, then we may restrict or prevent you, for a period not exceeding 30 days following each instance of excessive use, from:
- completing additional assessments or otherwise using our services; and/or
- generating additional Status Determination Statements by means of our services.
Examples of excessive use of the services for the purposes of Section 10.2 include, but are not limited to:
- the completion of more than 30 assessments within a 7-day period;
- the completion of more than 10 assessments within a 24 hour period;
- a pattern of assessments indicating that the system is, in our opinion, potentially being gamed (in other words, used for the purpose of learning how to manipulate the algorithms we use to generate Status Determination Statements) or reverse engineered.
- You will not be entitled to any refund or compensation as a result of any restriction or prevention under Section 10.2.
- If we exercise our rights against you under Section 10.2 which is then followed by a further instance of excessive use, we may terminate your account by sending you a written notice of termination, in which case you will not be entitled to any refund of monies previously paid to us.
- Notwithstanding Clause 10.5, if your account is terminated in accordance with Section 10, we may choose to refund to you monies that you have previously paid to us with respect to services that were to be provided after termination, subject to the payment to us of a £50.00 (including VAT) processing fee.
- To become a subscriber to our website services, you must pay the applicable subscription fees after you have registered for an account with our website. We will send you an acknowledgement of your order. Your order shall come into force upon the issue of the order acknowledgement.
- For so long as your account and subscription remain active in accordance with these terms and conditions, you will benefit from the features specified on our website in relation to your subscription type.
- At the end of any period of subscription for which you have paid, and subject to the other provisions of these terms and conditions, your subscription will be automatically renewed and we will automatically collect the then-applicable periodic subscription fee using the payment details you provided to us, unless you cancel the subscription, before the date of renewal, by notifying us in writing or using any cancellation facility on our website.
Single IR35 assessment
- To purchase a single IR35 assessment, which will include one Status Determination Statement, you must pay the applicable fees after you have registered for an account with our website and completed the assessment questionnaire.
- Upon receipt of your payment, we will send you an acknowledgement of your order. Your order for the website services shall come into force upon the issue of the order acknowledgement.
- In this Section 13, "pass" means determination by our IR35 Shield assessment service that IR35 does not apply to the relevant contract; and "pass certificate" means a Status Determination Statement including a pass.
- We have arranged an HMRC insurance policy via Blackmore Borley Limited for all customers who purchase our subscription services and who receive a pass certificate following the successful completion of an IR35 Shield assessment on or after 1 January 2019. This policy will insure the legal costs relating to the contract in question of any investigation by HMRC up to an annual limit as defined in the policy documentation.
- Only those contracts that receive a pass prior to or during the contract of work will be covered by the insurance. We recommend that you undertake an IR35 assessment in relation to each contract you enter into or propose to enter into.
- To benefit from the insurance cover you must have a current subscription to our website services. If you purchase a single IR35 assessment, you will not benefit from the insurance cover.
- If you have any questions regarding the insurance or experience an investigation please contact Blackmore Borley Limited on 0207 929 4616 or by email to firstname.lastname@example.org.
If you have purchased our website services, then we may provide you with support services; however, we will be under no obligation to do so. "Support services" here means:
- assistance in relation to the configuration of your settings for our website services; and
- support in relation to the identification and resolution of technical errors in our website services,
- Any support services will be provided remotely via an email-based or online ticket support system.
- Save to the extent expressly provided otherwise in these terms and conditions, we give no guarantees, warranties or representations to you in relation to the provision of the support services or any outcomes of the support services.
- If you have purchased our website services, then we may provide you with support services; however, we will be under no obligation to do so. "Support services" here means:
- You shall be solely responsible for familiarising yourself with the functionality of our website services, for ensuring that the services meet your requirements, and for your use of our website services and their features, including completing IR35 assessments.
- You must not act in any way to bring us into disrepute.
- You shall be responsible for the accuracy, quality and legality of the content you submit to our website services and the means by which you acquire the content.
- We recommend that you keep Status Determination Statements for a period of at least 7 years following the expiry or termination of the relevant contract.
- The fees in respect of our website services will be as set out on the website from time to time.
- All amounts stated in these terms and conditions or on our website are stated exclusive of VAT.
You must pay to us the fees:
- in respect of our subscription services in advance; and
- in respect of the single IR35 assessment following the completion of the assessment but before the issue of the Status Determination Statement,
- We may vary fees from time to time by posting new fees on our website, but this will not affect fees for services that have been previously paid.
- If you dispute any payment made to us, you must contact us immediately and provide full details of your claim.
If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request:
- an amount equal to the amount of the charge-back;
- all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);
- an administration fee of £25.00 including VAT; and
- all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 16.6 (including without limitation legal fees and debt collection fees),
- If you owe us any amount under or relating to these terms and conditions, we may suspend or withdraw the provision of services to you.
- We may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.
- In these terms and conditions, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website.
- Subject to our confidentiality obligations in Section 18, you grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media.
- You grant to us the right to sub-license the rights licensed under Section 17.2.
- You grant to us the right to bring an action for infringement of the rights licensed under Section 17.2.
- You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.
- You may edit your content to the extent permitted using the editing functionality made available on our website.
- Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.
- You warrant and represent that your content will not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person.
- keep the personal data in your IR35 assessment input information and your Status Determination Statements ("confidential information") strictly confidential;
- not disclose the confidential information to any person without your prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these terms and conditions; and
- use the same degree of care to protect the confidentiality of the confidential information as we use to protect our own confidential information of a similar nature, being at least a reasonable degree of care.
- Notwithstanding Section 18.1, we may disclose the confidential information to our officers, employees, professional advisers, insurers, agents, services providers and subcontractors who are bound by a written agreement or professional obligation to protect the confidentiality of the confidential information. If you complete an assessment or use any other IR35 Shield services at the request of an IR35 Shield for Business customer, we will also disclose relevant confidential information to that customer for their own use, and to any IR35 Shield Manager used by that customer to manage that customer's relevant data. If you complete an assessment or use any other IR35 Shield services at the request of an IR35 Shield Manager, we will also disclose relevant confidential information to that IR35 Shield Manager for their own use, and to any relevant IR35 Shield for Business customer. In each case, relevant confidential information may include your IR35 Shield for Contractors member status and any Status Determination Statements resulting from the use of those services.
This Section 18 imposes no obligations upon us with respect to the confidential information that:
- is known to us before disclosure under these terms and conditions and is not subject to any other obligation of confidentiality;
- is or becomes publicly known through no act or default of ours; or
- is obtained by us from a third party in circumstances where we have no reason to believe that there has been a breach of an obligation of confidentiality.
- The restrictions in this Section 18 do not apply to the extent that any of the confidential information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, in or in relation to any court proceedings, or pursuant to disclosure requirements relating to our listing of the stock on any recognised stock exchange.
- The provisions of this Section 18 shall continue in force indefinitely.
- We must:
Warranties and acknowledgements
- We warrant to you that, providing the inputs to an assessment are accurate and complete, and to the extent that the assessment relates to you, the conclusion set out in the corresponding Status Determination Statement with respect to the circumstances described in section 61M(1)(d) of the Income Tax (Earnings and Pensions) Act 2003 will not be obviously wrong. Such conclusion will be only considered to be "obviously wrong" for the purposes of this Section 19.1 if no reasonable IR35 expert would have reached the same or a similar conclusion.
Subject to Section 19.1, we do not warrant or represent:
- the completeness or accuracy of the information published on our website;
- that the material on the website is up to date; or
- that the website or any service on the website will remain available.
- We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.
- You acknowledge that any legal information or legal commentary provided on our website or through the services is provided for information purposes only and is not advice and should not be relied on as legal advice. We will not provide any legal, financial, accountancy or taxation advice under these terms and conditions or in relation to the services; and, except to the extent expressly provided otherwise in these terms and conditions, we do not warrant or represent that the services or the use of the services by you will not give rise to any legal liability on your part or on the part of any other person.
Without prejudice to the generality of Section 19.4, you acknowledge that IR35 Status Determination Statements generated through our services will not be valid or will cease to be valid if:
- any information provided by you in completing the IR35 assessment is inaccurate or incomplete;
- there is any change in law or commercial practice affecting the IR35 legislation;
- you fail to work in accordance with the working practices stated in the IR35 assessment;
- you integrate in any way with your client's or engager's employed workforce, submit to control or otherwise cease to act in the manner of a self-employed professional person; or
- the status of your client or engager ceases for any reason to be that of a client or customer of a profession or business undertaking carried on by you.
- Without prejudice to the generality of Section 19.4, you acknowledge that IR35 assessments carried out through the services may not always accord with assessments carried out by HM Revenue & Customs or any court or tribunal. Human judgements are not 100% predictable, and it is always possible that they may lead to different results than those carried out through our services. Accordingly, we give no warranty or representation that all Status Determination Statements will accord with the decisions and judgments of the tax authorities or the courts.
- You acknowledge that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these terms and conditions, we give no warranty or representation that our website services will be wholly free from defects, errors and bugs.
- Whilst we shall use reasonable endeavours to secure our website services and shall comply with our security policy in relation to the security of our website services, you acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these terms and conditions, we cannot guarantee that our website services will never be subject to a security breach.
- To the maximum extent permitted by applicable law and subject to Section 21.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.
Except in circumstances where we are in breach of the warranty in Section 19.1, you hereby indemnify us and undertake to keep us indemnified against any claims, liabilities, losses, costs and expenses (including legal expenses and amounts paid in settlement of claims) arising directly or indirectly out of the reliance placed by:
- you; or
- any third party,
- You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our website or our website services or any breach by you of any provision of these terms and conditions.
- Except in circumstances where we are in breach of the warranty in Section 19.1, you hereby indemnify us and undertake to keep us indemnified against any claims, liabilities, losses, costs and expenses (including legal expenses and amounts paid in settlement of claims) arising directly or indirectly out of the reliance placed by:
Limitations and exclusions of liability
Nothing in these terms and conditions will:
- limit or exclude any liability for death or personal injury resulting from negligence;
- limit or exclude any liability for fraud or fraudulent misrepresentation;
- limit any liabilities in any way that is not permitted under applicable law; or
- exclude any liabilities that may not be excluded under applicable law.
The limitations and exclusions of liability set out in this Section 21 and elsewhere in these terms and conditions:
- are subject to Section 21.1; and
- govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.
- To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.
- We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
- We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
- We will not be liable to you in respect of any loss or corruption of any data, database or software.
- Except in circumstances where we are in breach of the warranty in Section 19.1, we will not be liable to you in respect of any tax liabilities (or related losses, damages, costs or expenses) resulting from a decision, judgment, notice or order of HM Revenue & Customs or any court or tribunal that the IR35 legislation (namely, Chapters 8 and 10 of the Income Tax (Earnings and Pensions) Act 2003) applies or does not apply to a contract which is the subject of a Status Determination Statement; nor will we be liable to you in respect of any tax liabilities arising out of any settlement agreement with HM Revenue & Customs.
- We will not be liable to you in respect of any loss or damage arising out of legal advice provided by third parties to whom we have referred you for advice, or any loss or damage arising out of any reliance placed on any advice or information on our website or on any website linked from our website.
- We will not be liable to you in respect of any special, indirect or consequential loss or damage.
- Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the total amount paid and payable to us under the contract.
- Nothing in these terms and conditions will:
Breaches of these terms and conditions
Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
- send you one or more formal warnings;
- temporarily suspend your access to our website;
- permanently prohibit you from accessing our website;
- block computers using your IP address from accessing our website;
- contact any or all of your internet service providers and request that they block your access to our website;
- commence legal action against you, whether for breach of contract or otherwise; and/or
- suspend or delete your account on our website.
- Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).
- Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
Third party websites
- Our website includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations.
- We have no control over third party websites and their contents, and subject to Section 21.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them.
- IR35 SHIELD, IR35 SHIELD FOR BUSINESS, IR35 SHIELD FOR CONTRACTORS, CONTRACTOR CALCULATOR, BYTE-VISION, our logos and our other registered and unregistered trade marks are trade marks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.
- The third party registered and unregistered trade marks or service marks on our website are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.
- We may revise these terms and conditions from time to time.
- We will give you written notice of any revision of these terms and conditions, and the revised terms and conditions will apply to the use of our website from the date that we give you such notice; if you do not agree to the revised terms and conditions, you must stop using our website.
- If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website.
- You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.
- You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.
- If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
- If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
Third party rights
- A contract under these terms and conditions is for our benefit and your benefit and is not intended to benefit or be enforceable by any third party.
- The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.
- Subject to Section 21.1, these terms and conditions, together with our privacy and cookies policy, shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.
Law and jurisdiction
- These terms and conditions shall be governed by and construed in accordance with English law.
- Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.
Statutory and regulatory disclosures
- We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.
- These terms and conditions are available in the English language only.
- We are registered with the Data Protection Registrar Z9876607.
- Our VAT number is GB 696855755.
- This website is owned and operated by IR35 Shield Ltd.
- We are registered in England and Wales under registration number 11167162, and our registered office is at 67 Colney Lane, Norwich, NR4 7RG.
- Our principal place of business is at Oak Lodge Business Centre, Norwich, NR9 3LB.
You can contact us:
- using our website contact form; or
- by email, using the email address published on our website from time to time.