Ascend People Solutions Ltd (company number 15145981), registered office 9 Ulysses Road, London NW6 1ED, VAT registration number GB 466 0827 74 ("Ascend", "we", "us", "our").
Questions about these Terms: assessments@ir35workbench.co.uk
Billing questions: accounts@ascend-people.com
1. INTRODUCTION
1.1 The IR35 Workbench is an online service, owned and operated by Ascend, which organisations use to run off-payroll working (IR35) status assessments for the contractors they engage, and to evidence the reasonable care the off-payroll working rules require of them.
1.2 These Terms and Conditions (the "Terms") govern your use of the IR35 Workbench as a Contractor. They form a contract between you and Ascend. They do not govern the relationship between you and the Client who engages you, or between you and any agency, umbrella company or freelance management system through which you are supplied.
1.3 Capitalised terms are defined in clause 21.
1.4 Please read clause 3 (What the IR35 Workbench is and is not) before you use the Workbench. It sets out the limits of what we do. In particular, Ascend does not decide your status, does not issue your Status Determination Statement and does not give tax advice.
1.5 These Terms are between businesses. By accepting them you confirm you are accepting on behalf of the Supplier, in the course of its business, and not as a consumer.
2. WHEN THESE TERMS APPLY AND WHO YOU CONTRACT WITH
2.1 These Terms apply to all access to and use of the IR35 Workbench by a Contractor and its Personnel. The Contractor is responsible for all use of the Workbench by its Personnel.
2.2 You will normally be invited to the Workbench by, or on behalf of, a Client who engages or proposes to engage you. You may also be invited by an agency or a freelance management system acting for that Client.
2.3 The contract under these Terms is formed with the Supplier — the intermediary through which the Worker provides services to the Client. That is normally the Worker's own limited company (a personal service company), and may be a partnership or another intermediary within Part 2, Chapter 10 of ITEPA. The contract is with that intermediary and not with the Worker personally.
2.4 The contract is formed when you complete account registration and accept these Terms, or when you first access the Workbench, whichever is earlier. It continues until terminated under clause 16.
2.5 The Supplier warrants and represents that:
2.5.1 it is authorised to accept these Terms on behalf of the Worker and any Personnel;
2.5.2 it will procure compliance with these Terms by the Worker and any Personnel;
2.5.3 the information it supplies through the Workbench is provided with the Worker's knowledge and authority;
2.5.4 it accounts to HMRC for its own tax liabilities, including (as applicable) corporation tax, PAYE, VAT, income tax, National Insurance contributions and the Apprenticeship Levy; and
2.5.5 it is not a managed service company within the meaning of Chapter 9, Part 2 of ITEPA.
2.6 Who the Workbench is for. The off-payroll working rules apply only where a Worker provides services through an intermediary. The Workbench is therefore not for, and must not be used by:
2.6.1 a Worker engaged as a self-employed individual (a sole trader) who contracts directly with the Client, or who is supplied through an agency, with no intermediary company or partnership in the chain. The off-payroll working rules do not apply to that engagement and no Status Determination Statement is due under them; the Client's or agency's obligations arise under different legislation; or
2.6.2 a Worker who is employed by an umbrella company, or who is otherwise on the payroll of the Client, an agency or any other party, so that PAYE is already operated on their earnings.
2.7 How the engagement route is recorded. Before you are invited to the Workbench, the Client records how you are engaged for the Assignment — through the Client's freelance management system, through a recruitment agency, or through Ascend's own payroll. That record determines who receives the Status Determination Statement and whether a Fee is payable. It is made by the Client, not by you, and you are not asked to confirm it.
2.8 It follows that the Workbench relies on the Client having correctly identified the engagement. If you believe clause 2.6 applies to you — that there is no intermediary in the chain, or that PAYE is already operated on your earnings — tell the Client and tell us at assessments@ir35workbench.co.uk before you complete the SDS Questionnaire. Where a Fee has been paid for an assessment that was not required because clause 2.6 applies, we will issue a credit under clause 8.2, or refund it where you ask and clause 8 permits.
2.9 We may decline to open, or may close, an account at our discretion where we reasonably believe registration details are inaccurate, where a Client withdraws the invitation, or where clause 16 applies.
3. WHAT THE IR35 WORKBENCH IS AND IS NOT
3.1 What we do. Ascend provides the Workbench as a process and evidence service. We:
3.1.1 host the IR35 Workbench SDS Questionnaire and collect your answers about the working practices of an Assignment;
3.1.2 collect the corresponding answers from the Client;
3.1.3 apply a documented, version-controlled assessment ruleset to those answers to produce an Assessment Outcome;
3.1.4 generate a draft Status Determination Statement setting out the Outcome and the reasons for it, for the Client to consider and approve; and
3.1.5 maintain an audit record of the assessment, the evidence supplied and any representations made.
3.2 What we do not do. Ascend:
3.2.1 does not determine your employment status for tax purposes. Under Part 2, Chapter 10 of ITEPA the Client is required to carry out the status determination and to issue the Status Determination Statement. That responsibility is the Client's and cannot be transferred to Ascend;
3.2.2 does not issue your Status Determination Statement. Every Status Determination Statement produced through the Workbench is submitted to the Client for review and approval, and is issued by, or with the authority of, the Client. Nothing issues automatically;
3.2.3 does not decide representations you make against a Status Determination Statement. Those are decided by the Client under its client-led status disagreement process;
3.2.4 does not give tax, legal, accountancy or financial advice, and nothing produced by or through the Workbench is advice of that kind or may be relied on as such. The Assessment Outcome, the draft Status Determination Statement and any commentary are decision-support material only;
3.2.5 does not provide insurance. The Fee buys the assessment service and nothing else. It does not include, and does not entitle you to, any IR35 insurance, tax investigation cover, representation in an HMRC enquiry, or indemnity against any tax liability;
3.2.6 does not warrant any particular outcome, that HMRC will agree with an Assessment Outcome or a Status Determination Statement, or that an Assessment Outcome or Status Determination Statement will be upheld on enquiry, challenge or appeal; and
3.2.7 does not act as an employment agency or employment business in providing the Workbench, and does not introduce or supply you to any Client through it.
3.3 You are responsible for your own tax affairs and for taking your own professional advice. We recommend you take independent advice before accepting or challenging any determination that affects how you are paid.
3.4 The obligations in this clause 3 are fundamental to the basis on which the Fee is set and on which we contract with you, and are reflected in clause 15 (Limitation of liability).
4. YOUR ACCOUNT AND ACCESS TO THE WORKBENCH
4.1 You must register an account to use the Workbench. You must provide accurate, complete and current registration information and keep it up to date.
4.2 Access is personal to the Worker named on the account. You must:
4.2.1 keep your login credentials — including any one-time sign-in code sent to you — secret and secure, and not share them with any person, including any Personnel, adviser, agency or Client;
4.2.2 not permit any other person to complete the SDS Questionnaire on your behalf, save where we have agreed a documented reasonable adjustment in advance;
4.2.3 notify us immediately at assessments@ir35workbench.co.uk if you become aware of any unauthorised access to or use of your account; and
4.2.4 not share any link by which the Workbench, an assessment or a Status Determination Statement can be accessed.
4.3 We use reasonable endeavours to make the Workbench available, and to give notice on the Workbench of scheduled maintenance. The Workbench is provided on an "as is" and "as available" basis except as expressly set out in these Terms.
4.4 We may change, suspend or withdraw features of the Workbench, and may change the assessment ruleset, provided that a change to the ruleset does not apply retrospectively to an Assessment Outcome already issued. Where a ruleset change is material we will record the version applied to your assessment in the audit record.
5. THE IR35 WORKBENCH SDS QUESTIONNAIRE
5.1 To obtain an assessment you must complete the IR35 Workbench SDS Questionnaire in full, in the Workbench, within the deadline notified to you. Unless we notify you otherwise, that deadline is five working days from the date of the invitation.
5.2 You warrant that every answer you give in the SDS Questionnaire, and every piece of evidence you upload, is true, accurate, complete and not misleading, and describes the working practices that apply in reality to the Assignment — not only what the written contract says.
5.3 You acknowledge that:
5.3.1 the accuracy of the Assessment Outcome depends entirely on the accuracy of the answers given by you and by the Client;
5.3.2 an inaccurate or incomplete answer may produce an Assessment Outcome that does not reflect your true position, and may expose you, the Client and the Fee-Payer to liability for unpaid tax, interest and penalties; and
5.3.3 we may record, retain and disclose to the Client the answers you give, the evidence you upload, and the time and date of each submission.
5.4 You must notify us and the Client promptly if, during the Assignment, the working practices change in a way that could affect the Assessment Outcome, or if you become aware that an answer you gave has become inaccurate.
5.5 If you do not complete the SDS Questionnaire by the deadline we may send reminders and may escalate to the Client's contingent workforce team.
5.6 You cannot prevent the Client from meeting its statutory obligations by not completing the SDS Questionnaire or by not paying the Fee. Where you do not complete the SDS Questionnaire, the Client may direct us to proceed to a determination on the information available to it, and we will do so. Where the Client directs us to waive the Fee, or itself pays the Fee, we will provide the assessment on that basis and clauses 7 and 8 apply accordingly.
5.7 We may carry out auditing, monitoring and periodic checks of assessments on the Workbench. Where we identify irregularities in answers given by you — including answers inconsistent with the written contract, with the Client's answers or with previous answers you have given — we will report them to the affected Client.
6. ASSESSMENT OUTCOMES, STATUS DETERMINATION STATEMENTS AND DISAGREEMENTS
6.1 Once you and the Client have both completed your parts of the SDS Questionnaire, the Workbench produces an Assessment Outcome and a draft Status Determination Statement, which are submitted to the Client for review and approval.
6.2 Where the Assessment Outcome is borderline, the Workbench flags it to the Client for full review, and the Client may at its option refer it for review by an independent specialist adviser. Not every assessment is referred for independent adviser review, and you should not assume that yours has been.
6.3 The Status Determination Statement is issued by, or with the authority of, the Client. We may deliver it to you on the Client's behalf, and may deliver it to any Fee-Payer in the contractual chain.
6.4 If you disagree with a Status Determination Statement, you may make representations to the Client under the client-led status disagreement process. You may submit those representations through the Workbench, and we will record them, track the statutory response period and pass them to the Client. You may also make representations to the Client directly, or by replying to assessments@ir35workbench.co.uk.
6.5 You acknowledge that:
6.5.1 the Client must respond to representations within the period required by the off-payroll working rules, currently 45 days from receipt;
6.5.2 the Client's obligation is to confirm the original conclusion with reasons, or to issue a new Status Determination Statement withdrawing the original one — and nothing more; and
6.5.3 the decision on representations is the Client's alone. Ascend records, tracks and presents; Ascend does not decide, and cannot overturn or amend a Status Determination Statement.
6.6 Where there is a Reassessment Trigger — including a material change in working practices, a change in the Assignment, a change in tax law, or the elapse of the review period set by the Client — a reassessment may be required. Reassessments are charged under clause 7.
7. FEES, PAYMENT AND VAT
7.1 The Fees. Unless clause 7.2 applies, the Fees for an assessment are:
| Service | Fee (exclusive of VAT) | Total payable (VAT at 20%) |
|---|---|---|
| First assessment for an Assignment | £75 + VAT | £90.00 |
| Reassessment of an existing Assignment | £65 + VAT | £78.00 |
7.2 Waiver and reduction of the Fee. We may waive or reduce the Fee, in whole or in part, for any assessment, for any group of assessments, or for any category of Contractor, at our sole discretion. A Client may also agree with us that it will pay the Fee, or that the Fee is to be waived, for some or all of the contractors it engages. A waiver or reduction applies only to the assessment or assessments for which it is given, does not vary these Terms, and gives you no entitlement to a waiver or reduction on any future assessment.
7.3 All Fees are exclusive of VAT, which is charged in addition at the prevailing rate. A VAT invoice is issued to the Supplier on payment, so that a VAT-registered Supplier may recover the VAT in the ordinary way.
7.4 Who pays the Fee. The Fee is payable by you, unless we waive or reduce it under clause 7.2 or a third party pays it under clause 7.12. There is no charge for making representations under clause 6.4.
7.5 The Fee buys the assessment service only. For the avoidance of doubt, and as set out in clause 3.2.5, it includes no insurance element of any kind.
7.6 When payment is taken. Payment is taken before you are given access to the SDS Questionnaire. You will be directed to a secure payment page operated by our payment provider.
7.7 Payment methods. We accept payment by bank transfer through open banking ("Pay by Bank"), by Revolut Pay and by debit and credit card. Payment by Pay by Bank is preferred. We do not store your card or bank details; these are handled by our payment provider.
7.8 Our payment provider is Revolut Bank UK Ltd (company number 12871051, Financial Services Register number 981170), 30 South Colonnade, London E14 5HX. Your use of the payment page is subject to the payment provider's own terms. We share with the payment provider only your name, email address and the transaction data needed to take the payment. No questionnaire answers, assessment data or status determinations are shared with the payment provider.
7.9 Payment window. A payment request expires if not completed within the period stated on the payment page. If your payment request expires you may start a new one, subject to the deadline in clause 5.1.
7.10 Failed and reversed payments. If a payment fails, is reversed, is charged back or is otherwise not received in cleared funds, we may suspend your access to the assessment and any associated Assessment Outcome, and clause 16 may apply. You must not initiate a chargeback in respect of a Fee where the assessment service has been provided; if you consider a Fee has been charged in error, use the complaints route in clause 18.
7.11 Fee changes. We may change the Fees from time to time. A change takes effect for assessments purchased after the change and does not affect an assessment already paid for. Where a Client has agreed fixed Fees for a population of contractors for a period, those Fees apply for that period.
7.12 Third-party payment. A Client, agency, umbrella company or Fee-Payer may pay the Fee on your behalf. Where it does, these Terms continue to apply to you as the user of the Workbench, and the VAT invoice is issued to the party that paid.
7.13 Reassessments are chargeable. Where a reassessment is required, the reassessment Fee is payable, whatever gave rise to the reassessment and whichever party caused it. We may waive or reduce that Fee under clause 7.2 on a case-by-case basis.
8. REFUNDS, CREDITS AND CANCELLATION
8.1 Because the assessment service is a digital service supplied to your specification, Fees are non-refundable, except as set out in this clause 8 or as required by law.
8.2 Credit, not cash refund. Where a Fee falls to be returned, we issue a credit against a future assessment rather than a cash refund. A credit:
8.2.1 is issued to the Supplier that paid the Fee;
8.2.2 is for the amount paid, including VAT, and is accompanied by a credit note;
8.2.3 may be applied against any first assessment or reassessment Fee payable by that Supplier; and
8.2.4 is valid for twelve (12) months from the date of issue.
8.3 We will issue a credit where:
8.3.1 the Client withdraws the Assignment, or the Assignment does not proceed, before the Assessment Outcome is produced;
8.3.2 the Client waives the Fee or pays it after you have already paid it, so that the same assessment has been paid for twice;
8.3.3 a technical failure of the Workbench prevents the assessment being completed and we are unable to remedy it; or
8.3.4 we cancel your account under clause 16.4 for a reason that is not your fault; or
8.3.5 clause 2.6 applies, so that no assessment under the off-payroll working rules was required.
8.4 We will not issue a credit or refund merely because you disagree with the Assessment Outcome or the Status Determination Statement. The Fee buys the assessment, not a particular result.
8.5 Where a refund is made rather than a credit, we refund to the original payment method or, where that is not possible, by bank transfer to an account in the Supplier's name. We do not refund to a different payee.
9. LICENCE TO USE THE WORKBENCH
9.1 The IR35 Workbench, and all Intellectual Property Rights in it, are owned by Ascend or its licensors. This includes the software, the assessment ruleset, the question sets, the scoring logic, the role library, the report and Status Determination Statement templates, and the look and feel.
9.2 We grant you a fully paid-up, non-exclusive, royalty-free, non-transferable, revocable licence to access and use the Workbench, and any functionality embedded in emails we generate, solely for the purpose of:
9.2.1 completing the IR35 Workbench SDS Questionnaire for an Assignment;
9.2.2 receiving and responding to Status Determination Statements, including making representations under a client-led status disagreement process; and
9.2.3 using the information and output you receive for your own records in connection with the assessment of that Assignment.
9.3 You may not:
9.3.1 access or attempt to access the source code, operating logic, question weighting, scoring thresholds or underlying database structure of the Workbench, each of which is confidential and proprietary to Ascend or its licensors;
9.3.2 copy, modify, adapt, translate, redistribute, decompile, reverse engineer, disassemble or create derivative works of any part of the Workbench, except to the extent permitted and necessary under applicable law;
9.3.3 use the Workbench for any purpose other than as set out in clause 9.2, including to build, train, benchmark or improve any competing product or service;
9.3.4 remove any copyright or other proprietary notice from the Workbench or from any output;
9.3.5 transfer or sublicense access to the Workbench to any other person;
9.3.6 mirror, frame or host the Workbench on any other server;
9.3.7 conduct any systematic or automated data scraping, mining, extraction or harvesting on the Workbench;
9.3.8 use the Workbench in any way that will or may materially and adversely affect its performance; or
9.3.9 upload to the Workbench, or include in any email to us, any virus, worm, malware or other harmful code, or any material that is unlawful, offensive, threatening, defamatory, obscene or that infringes any person's rights.
9.4 You use best endeavours to prevent unauthorised access to or use of the Workbench and, if any occurs, notify us promptly.
9.5 You grant Ascend a fully paid-up, non-exclusive, royalty-free, worldwide, non-transferable licence (sublicensable to our service providers and to the relevant Client) to use the answers, documents, information and materials you submit through the Workbench, for the purposes of providing the assessment service, evidencing reasonable care, responding to an HMRC enquiry, and complying with law.
9.6 You grant Ascend a perpetual, irrevocable, fully paid-up, non-exclusive, royalty-free, sublicensable and worldwide licence to use and incorporate into its products and services any suggestion, enhancement request, recommendation, correction or other feedback you give us about the Workbench.
9.7 We may use assessment data in anonymised and aggregated form to maintain, improve and validate the Workbench and its assessment ruleset. Anonymised and aggregated data does not identify you, the Client or any Assignment. We do not use your identifiable data to train any general-purpose model, and we do not sell your data.
10. DATA PROTECTION
10.1 We take data protection seriously. How we handle personal data depends on which part of the service is in play:
10.1.1 Assessment data — your answers to the SDS Questionnaire, the evidence you upload, the Assessment Outcome and the Status Determination Statement. In relation to this data, the Client is the controller and Ascend is a processor acting on the Client's documented instructions, under a written data processing agreement with the Client.
10.1.2 Account and payment data — your registration details, login records, Fee payments, invoices and our own billing records. In relation to this data, Ascend is the controller, because the sale of the assessment to you is Ascend's own transaction with its own VAT and accounting obligations.
10.2 Our privacy notice for the Workbench is at https://ir35workbench.co.uk/privacy and explains what we collect, why, how long we keep it and your rights.
10.3 Where your data is held. Assessment data is hosted and stored in the United Kingdom. A small number of sub-processors operate in the European Economic Area for limited purposes only — transactional email and sign-in authentication — and receive no questionnaire answers, Assessment Outcomes or Status Determination Statements. We do not transfer your data outside the UK or EEA. Our sub-processors, and the location in which each processes data, are listed in the privacy notice.
10.4 Retention. We retain assessment records for six (6) years from the end of the tax year in which the Status Determination Statement was issued, aligned to HMRC enquiry windows, unless the Client instructs otherwise or the law requires a different period. Billing and VAT records are retained for six years in accordance with HMRC requirements.
10.5 Your rights. Requests about assessment data should be made to the Client as controller; we will assist the Client in responding. Requests about your account or payment data may be made to us directly at assessments@ir35workbench.co.uk.
10.6 Both parties will comply with UK Data Protection Laws in connection with the Workbench.
11. CONFIDENTIALITY
11.1 Each party will keep confidential all Confidential Information of the other, and will not use it other than for the purposes of these Terms.
11.2 You must treat as confidential the content of the Workbench that is not publicly available, including the question set, the assessment ruleset, the scoring approach and any pricing agreed with a Client.
11.3 Clause 11.1 does not apply to information that is or becomes public through no breach of these Terms, was lawfully known before disclosure, is independently developed, or must be disclosed by law or to a professional adviser or regulator (including HMRC) under a duty of confidence.
11.4 Nothing in this clause prevents you from disclosing your own Status Determination Statement and the reasons given in it to your professional advisers, your Client, a Fee-Payer in your contractual chain, HMRC or a court or tribunal.
12. YOUR WARRANTIES
12.1 You warrant, represent and undertake that:
12.1.1 you have the power and authority to enter into and perform these Terms;
12.1.2 you are in business on your own account and are not an employee or worker of Ascend, and you will not hold yourself out as one;
12.1.3 all information supplied to us on registration and through the Workbench is and will remain complete, accurate and up to date;
12.1.4 you are and will remain compliant with applicable tax legislation, including carrying out any assessments required of you and accounting for corporation tax, VAT, PAYE, income tax and National Insurance contributions as applicable;
12.1.5 you have completed all registrations necessary for VAT purposes, to the extent VAT registration is required of you;
12.1.6 you will comply with applicable law, including the Bribery Act 2010, the Criminal Finances Act 2017 and the Modern Slavery Act 2015, in connection with your use of the Workbench; and
12.1.7 you will not use the Workbench to contrive an Assessment Outcome that does not reflect the actual working practices of the Assignment.
13. OUR WARRANTIES
13.1 We warrant that we will provide the assessment service with reasonable care and skill, and in accordance with the documented assessment ruleset in force at the time of the assessment.
13.2 Except as expressly set out in these Terms, and to the fullest extent permitted by law, all warranties, conditions and terms implied by statute or common law are excluded. In particular we do not warrant that the Workbench will be secure, accurate, uninterrupted or error free, or that it will meet your specific requirements.
13.3 Parts of the Workbench depend on third-party services, which are provided to us and to you on an "as is" and "as available" basis.
13.4 Where we fail to provide the service with reasonable care and skill, we will use reasonable endeavours to re-perform the affected assessment at no further charge.
14. INDEMNITY
14.1 You will indemnify and hold harmless Ascend and the relevant Client against all Losses arising out of or in connection with:
14.1.1 any answer, statement or document you provide through the Workbench that is untrue, inaccurate, incomplete or misleading;
14.1.2 any breach by you or your Personnel of these Terms;
14.1.3 any fraudulent or negligent act or omission by you or your Personnel;
14.1.4 any tax, National Insurance contribution, interest or penalty for which you are liable and which is assessed on or demanded from Ascend or the Client as a result of any matter within clause 14.1.1; and
14.1.5 any claim that you are or were an employee or worker of Ascend, or were otherwise directly engaged by Ascend, in connection with the Workbench.
15. LIMITATION OF LIABILITY
15.1 Nothing in these Terms limits or excludes either party's liability for:
15.1.1 death or personal injury caused by negligence;
15.1.2 fraud or fraudulent misrepresentation;
15.1.3 the indemnities at clause 14; or
15.1.4 anything else that cannot lawfully be limited or excluded.
15.2 Subject to clause 15.1, Ascend's total aggregate liability to you in connection with an assessment, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the Fee paid by you for that assessment. Where no Fee was paid, that liability is limited to £100.
15.3 Subject to clause 15.1, Ascend is not liable for:
15.3.1 any indirect or consequential loss;
15.3.2 loss of profit, revenue, business, opportunity, contract, goodwill or anticipated savings;
15.3.3 any tax, National Insurance contribution, interest or penalty assessed on or demanded from you or any other person, however arising;
15.3.4 any loss arising from a Client's determination, from a Client's decision on representations, or from a Client's act or omission;
15.3.5 any loss arising from your engagement being terminated, not offered, or offered on different terms following an Assessment Outcome or Status Determination Statement;
15.3.6 any loss arising from an answer given by you or by the Client that was inaccurate, incomplete or misleading; or
15.3.7 any loss or corruption of data or information.
15.4 Why liability is limited this way. Ascend does not make the determination, does not carry the statutory duty and does not receive the tax benefit of the arrangement. The Fee is £75. A liability cap that tracked the tax at stake would make the service uninsurable and unsellable. The Client carries determination liability under the off-payroll working rules, and that allocation is not changed by these Terms.
15.5 You are liable to Ascend and to the Client for all acts, errors and omissions of you and your Personnel in connection with the Workbench, whether wilful, negligent or otherwise.
16. SUSPENSION AND TERMINATION
16.1 You may close your account at any time by writing to assessments@ir35workbench.co.uk. Closing your account does not entitle you to a refund or credit of a Fee for an assessment that has been provided, and does not withdraw a Status Determination Statement already issued.
16.2 We may suspend your access immediately where we reasonably believe you have breached clause 4.2, clause 5.2, clause 9.3 or clause 12, or where payment has failed or been reversed.
16.3 Either party may terminate these Terms immediately on written notice if the other commits a material breach that is incapable of remedy, or that is capable of remedy but is not remedied within 30 days of written notice, or becomes insolvent.
16.4 We may terminate these Terms and close your account on 30 days' written notice, or immediately where a Client withdraws your access, where you no longer have an Assignment with a Client using the Workbench, or where we cease to provide the Workbench.
16.5 On termination:
16.5.1 your right to access the Workbench ends immediately;
16.5.2 Fees already due remain payable, and Fees already paid for assessments already provided are not refunded;
16.5.3 we retain the assessment record in accordance with clause 10.4, because it forms part of the Client's evidence of reasonable care and may be required on an HMRC enquiry; and
16.5.4 clauses 3, 9.1, 9.5 to 9.7, 10, 11, 14, 15, 16.5 and 18 to 21 survive.
17. CHANGES TO THESE TERMS
17.1 We may change these Terms. We will publish the amended Terms in the Workbench and at ir35workbench.co.uk, and will give you at least fourteen (14) days' notice of a material change by email to your registered address.
17.2 A change does not apply to an assessment you have already paid for. The Terms that apply to an assessment are those in force when the Fee for that assessment was paid, or when the assessment was provided where no Fee was payable.
17.3 If you do not accept a change, your remedy is to stop using the Workbench and close your account under clause 16.1.
18. COMPLAINTS
18.1 If you are unhappy with the service, write to assessments@ir35workbench.co.uk with the assessment reference. We will acknowledge within five (5) working days and respond substantively within ten (10) working days.
18.2 A complaint about the outcome of an assessment is a matter for the Client under clause 6.4, not a complaint about our service. We will pass it to the Client and tell you we have done so.
18.3 Billing queries should go to accounts@ascend-people.com.
19. GENERAL
19.1 Assignment. We may assign, transfer, charge or deal in any other manner with our rights and obligations under these Terms, including on a sale or reorganisation of our business. You may not do so without our written consent, not to be unreasonably withheld.
19.2 Subcontracting. We may use subcontractors and sub-processors to provide the Workbench. We remain responsible to you for their acts and omissions in providing the service.
19.3 No partnership or employment. Nothing in these Terms creates a partnership, joint venture, agency, employment or worker relationship between you and Ascend.
19.4 Third party rights. Except as set out in this clause, a person who is not a party to these Terms has no right to enforce any of them under the Contracts (Rights of Third Parties) Act 1999. The Client may enforce clauses 5, 9, 11, 12 and 14 as a third-party beneficiary. These Terms may be varied without the consent of any Client.
19.5 Entire agreement. These Terms, together with the privacy notice, are the entire agreement between us in relation to the Workbench and replace all previous agreements and understandings relating to it. Neither party relies on any statement not set out in them, save that nothing excludes liability for fraudulent misrepresentation.
19.6 Severance. If any provision is held invalid or unenforceable, it is severed and the remainder continues in force.
19.7 Waiver. A failure or delay in exercising a right is not a waiver of it.
19.8 Notices. Notices to you are given by email to your registered address and are deemed received when sent. Notices to us must be sent to assessments@ir35workbench.co.uk and, for formal legal notices, by post to Ascend People Solutions Ltd, 9 Ulysses Road, London NW6 1ED.
19.9 Force majeure. Neither party is liable for any failure to perform caused by circumstances beyond its reasonable control, save that a lack of funds is never such a circumstance.
20. GOVERNING LAW AND JURISDICTION
20.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), are governed by the law of England and Wales.
20.2 The courts of England and Wales have exclusive jurisdiction.
21. DEFINITIONS AND INTERPRETATION
"Assessment Outcome" — the outcome produced by the Workbench for an Assignment, being an indication of whether the engagement is inside or outside the off-payroll working rules, or that the position is borderline.
"Assignment" — the engagement in respect of which an assessment is carried out through the Workbench.
"Client" — the organisation that engages or proposes to engage the Worker for an Assignment and that is responsible under the off-payroll working rules for determining the Worker's status and issuing the Status Determination Statement. Some Clients refer to Contractors as "consultants"; the meaning is the same.
"Confidential Information" — information disclosed by one party to the other that is marked confidential or that a reasonable person would regard as confidential.
"Contractor" — together, the Supplier and the Worker.
"Fee" — the fee payable under clause 7.
"Fee-Payer" — the person making the payment to the Supplier for the Assignment under the off-payroll working rules.
"Intellectual Property Rights" — patents, trade marks, service marks, registered designs, copyrights, database rights, design rights, know-how, trade secrets, confidential information, applications for any of the above, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
"IR35 Workbench" or "Workbench" — the online IR35 status assessment and evidence service owned and operated by Ascend, accessible at ir35workbench.co.uk and any successor address.
"IR35 Workbench SDS Questionnaire" or "SDS Questionnaire" — the assessment questionnaire completed in the Workbench by the Worker and, separately, by the Client.
"ITEPA" — the Income Tax (Earnings and Pensions) Act 2003.
"Losses" — all losses, liabilities, damages, costs, claims, demands, expenses (including reasonable legal fees), fines, interest and penalties.
"off-payroll working rules" — the rules in Part 2, Chapter 10 of ITEPA, and, where applicable, Part 2, Chapter 8 of ITEPA, together with all relevant HMRC guidance.
"Personnel" — any director, employee, worker, subcontractor or substitute of the Supplier who is involved in the Assignment or in the use of the Workbench.
"Reassessment Trigger" — a material change in working practices, a change in the Assignment, a change in tax law, or the elapse of the review period set by the Client.
"Status Determination Statement" or "SDS" — a status determination statement within the meaning of section 61NA of Part 2, Chapter 10 of ITEPA.
"Supplier" — the intermediary through which the Worker provides services, being the Worker's own limited company (a personal service company), a partnership or another intermediary within Part 2, Chapter 10 of ITEPA, and which is the contracting party under these Terms.
"UK Data Protection Laws" — the UK GDPR, the Data Protection Act 2018 and all applicable data protection and privacy legislation in force in the United Kingdom.
"Worker" — the individual who provides, or is proposed to provide, services for the Assignment.
21.2 Clause headings do not affect interpretation. "Including" means "including without limitation". References to legislation include that legislation as amended or re-enacted.
IR35 Workbench is a service of Ascend People Solutions Ltd.
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