EY IR35 Confirm (the "Tool") is operated by Ernst & Young LLP ("EY", "our", "us" or "we"), a limited liability partnership incorporated in England and Wales with registration number OC300001. Our registered office is at 1 More London Place, London, SE1 2AF and our registered VAT number is GB 773 8314 08. We are a member of the global network of Ernst & Young firms ("EY Firms"), each of which is a separate legal entity.

This Tool is a web-based tool provided by Ernst & Young LLP to assist our clients with the undertaking of employment status evaluations, from a tax perspective.

Please read these Terms of Use ("Terms") carefully before using this Tool as they govern your use of this Tool. By using this Tool, you confirm your acceptance of and agreement to be bound by these Terms. Use of this Tool or EY Content includes accessing and browsing this Tool or EY Content.

We may modify these Terms from time to time. We will endeavor to notify you of any material amendments to these Terms by placing a clear notice about them on this Tool but do not guarantee to do so. Please review these Terms whenever you use this Tool as any changes are binding on you from the date that we make them.

We recommend that you print a copy of these Terms for future reference.

"Client" means an EY client, whether a company, organisation or individual, who has access to this Tool under an Engagement Letter or

"Client Content" means material which is: (a) posted onto this Tool by the Client, you or any other user; or (b) supplied by the Client, you or such user to us, for us to post onto this Tool.

"Engagement Letter" means any contract between us and a Client governing your and the Client's use of this Tool and the Services (including a Statement of Work).

"EY Content" means material posted onto this Tool by us or on our behalf (other than Client Content).

"EY Persons" means us, any other EY Firm or our or its subcontractors, members, shareholders, directors, officers, partners, principals or employees.

"parties" means you and us together (and each of us are a "party").

"Password" means a password allowing the use of the whole or any part of this Tool.

"Services" means the services made available to you or the Client through this Tool.

"you" and "your" means any individual engaged as an employee, member, partner or consultant within a Client or other individual benefiting from a Client's use of this Tool or accessing the Tool through or on behalf of a Client.

We grant you a revocable, non-exclusive, non-assignable, non-sublicensable and non-transferable licence to:

1. access the Services through this Tool only for the Client's ordinary and legitimate business; and

2. view, print, copy the outputs produced by the Tool,

in each case only as provided in these Terms and in accordance with the terms of the Engagement Letter.

Restrictions

You represent, warrant and undertake that you will not:

1. resell, sublicense or make use of this Tool or the Services available to any third party (unless we and the Client have agreed otherwise in writing);

2. use this Tool or the Services to build a product or service that competes with this Tool or the Services;

3. copy the features, technology or user interface of this Tool or the Services;

4. attempt to gain or gain unauthorised access to, or disrupt the integrity or performance of this Tool;

5. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any software or source code supplied with this Tool or the Services; and

6. modify, copy, translate or create derivative works based on EY Content or the Services except for the sole purpose of and to the extent necessary for the Client's ordinary and legitimate business purposes and in accordance with the terms of the Engagement Letter.

Intellectual Property Notice

This Tool, the EY Content and the Services are protected by copyright, trade marks and other intellectual property rights owned by us or licensed to us. Nothing in these Terms grants or is intended to grant any right, title or interest in this Tool or any intellectual property rights contained therein. The Services and the EY Content must not be used nor reproduced (in whole or part) for any purpose other than as expressly permitted in accordance with these Terms, including on or in connection with another website or publication, without our express written permission.

You agree to indemnify and hold us harmless from and against any and all liabilities, losses, demands, expenses or other costs (including reasonable legal fees) we reasonably incur in connection with or arising out of any claim against us by any third party arising from your actual or alleged misuse of this Tool, the Services and/or the EY Content and/or your breach of these Terms.

To the extent such information is disclosed through use of this Tool, each party shall use best endeavours to ensure that all information to which it has access about the business, finances, technology and affairs of the other ("Confidential Information") is not disclosed or distributed in violation of the provisions of these Terms, whether or not such information, documents or other material is marked "Confidential".

The provisions of this section shall cease to apply to: (a) information that has come into the public domain other than by breach of this section or any other duty of confidence; and/or (b) information that is obtained from a third party without breach of this section or any other duty of confidence; and/or (c) information that is required to be disclosed by a government body or court of competent jurisdiction or by operation of law; and/or (d) information that has been independently developed by or for the receiving party.

We cannot and do not guarantee constant, uninterrupted, error- or omission-free use of this Tool, the Services or the EY Content. Access to all or any part of this Tool may be restricted from time to time to allow for repairs, maintenance or updating. We may update, amend, suspend, withdraw, discontinue or change all or any part of this Tool, the Services and/or the EY Content at any time and without notice.

If we allocate Passwords to you or to the Client, you must:

1. keep such Passwords secure and not share them with any other person (unless we and the Client have agreed otherwise in writing); and

2. promptly notify us if you become aware that any such Password should be de-activated or changed for security or other reasons.

We may disable any such Password at any time including if, in our opinion, you or the Client has not complied with these Terms. If this happens, you must stop using this Tool.

Except as may be expressly set out in these Terms:

1. you and the Client assume sole responsibility for the Client Content inserted into the Tool, which if correctly provided, may lead to incorrect outputs.

2. you acknowledge that: (i) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded (including any warranties, representations, conditions or other terms that this Tool, Services or EY Content are suitable for any particular purpose or capable of performing any function or providing any particular result); and (ii) the Services and the EY Content are provided on an "as is" basis;

By using this Tool, you further understand and agree that none of the EY Content constitutes a solicitation, offer, opinion, representation, endorsement or recommendation by us nor does it provide legal, tax, accounting, financial or investment advice or services. It is not intended to be and should not be relied on by you or any third party to make, or refrain from making, any decisions or commitments. We do not accept any liability or responsibility for action taken as a result of the EY Content or other information provided by us. Appropriate independent and professional advice should be obtained in relation to any specific questions or set of facts and before making, or refraining from making, any action on the basis of the EY Content.

Unless prohibited by applicable law, we may disclose Client Content to other EY Persons and third parties providing services on our behalf who may collect, use, transfer, store or otherwise process it in the various jurisdictions in which they operate for purposes related to the provision of this Tool, Services and EY Content.

Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with these Terms or your use of (or inability to use) or reliance on this Tool, the Services or any EY Content, including: (a) loss of profits; (b) loss of sales or business; (c) loss of business opportunity; (d) loss of revenue; (e) loss of agreements or contracts; (f) loss of anticipated savings; (g) loss of or damage to goodwill; (h) wasted expenditure; (i) losses arising out of inaccuracies in EY Content (j) loss of use or corruption of software, data or information; or (k) any indirect or consequential loss or damage.

We also expressly exclude any liability for any loss or damage which may be incurred by you as a result of your breach of these Terms.

Our total aggregate liability to our Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Engagement Letter, these Terms or your use of this Tool, the Services or EY Content shall in no circumstances exceed the amount specified in the Engagement Letter. We disclaim any liability to any third party which is not our Client.

We do not guarantee that this Tool or its server will always be available, be secure or free from bugs, errors, worms or viruses and we shall not be liable for any loss or damage you may suffer as a result of such unavailability or any technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this Tool or to your downloading of any EY Content on it, or on any website linked to it.

Any claim relating to this Tool, the Services or EY Content must be made no later than 3 years after the act or omission alleged to have given rise to the claim.

Claims or proceedings under these Terms or otherwise relating to this Tool, the Services or EY Content shall not be brought against any other EY Persons. Any claims or proceedings relating to this Tool, the Services or EY Content shall be brought only against us.

You agree that you will not knowingly introduce to this Tool viruses, trojans, worms or other matter which is malicious or technologically harmful. You must not attempt to gain unauthorised access to this Tool, the server on which this Tool is stored or any server, computer or database connected to this Tool. You must not attack this Tool via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use this Tool will cease immediately.

Third party content and links

Websites or pages to which this Tool is linked (other than other websites operated by us) are for information only, have not been reviewed by us and should not be interpreted as approval or endorsement by us of those linked websites or pages. We have no responsibility for the content of such websites or pages and accept no liability for any losses or damage whatsoever that may be incurred as a result of any linking to the same.

If for any reason the Engagement Letter expires or terminates, then these Terms shall automatically terminate without notice.

We may suspend or cancel your use of this Tool, the Services or the EY Content, and/or terminate these Terms, as follows:

1. for any reason on giving you 7 days' notice in writing (email sufficing); and

2. immediately and without notice at any time (and without liability or responsibility to you) if: (i) we are instructed to do so by the Client; (ii) we believe you and/or the Client has breached these Terms; (iii) we cease to provide this Tool; (iv) the Engagement Letter terminates or expires for any reason; (v) your relationship with the Client expires or otherwise ceases (for example your employment comes to an end or your membership, partnership or contract with the Client expires or is terminated); or (vi) you are in breach of a separate agreement with us.

On suspension or cancellation of your use of this Tool, the Services or the EY Content and termination of these Terms for any reason (as applicable):

1. all licences granted under these Terms shall immediately terminate; and

2. you will take reasonable steps to delete the EY Content from the Client's and your devices and electronic media.

Termination shall not affect or prejudice the accrued rights of the parties as at the date of termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.

Each of the provisions and part-provisions of these Terms operates separately. If any provision or part-provision of these Terms is deemed invalid, illegal or for any reason unenforceable then that part will be deemed deleted and will not affect the validity and enforceability of the remaining parts.

We may delay enforcing our rights under these Terms without waiving or losing the right to do so later. No failure by us to exercise any right or remedy under these Terms or otherwise shall constitute a waiver of the right subsequently to exercise those or any other rights or remedies.

We may assign or transfer any of our rights and obligations under these Terms (or sub-contract any of our obligations) to another legal entity. You may not assign or transfer or otherwise dispose of any of your rights or obligations under these Terms except with our prior agreement in writing.

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between us, constitute either of us the agent of the other, or authorise either of us to make or enter into commitments for or on behalf of the other.

The provisions of section 8 (Client Content) and the limitations in section 9 (Liability) are intended to benefit all EY Persons, who shall be entitled to enforce them. Otherwise a person who is not a party to these Terms may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

These Terms constitute the entire agreement between you and us in relation to their subject matter, and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, in relation to that subject matter. You acknowledge that in entering into these Terms, you have not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings, misrepresentations or representations that were made by or on behalf of us in relation to the subject-matter of these Terms at any time before your acceptance of these Terms (together, "Pre-Contractual Statements"), other than those that are set out expressly in these Terms and the Engagement Letter. You hereby waive all rights and remedies which might otherwise be available to you in relation to such Pre-Contractual Statements (although nothing in this section shall exclude or restrict the liability of you or us arising out of pre-contract fraudulent misrepresentation or fraudulent concealment).

These Terms, their subject matter and formation (and any non-contractual disputes or claims) are governed by and shall be construed in accordance with the laws of England and Wales.

You and we both agree that the courts of England will have exclusive jurisdiction in respect of any dispute arising in connection with these Terms and/or your use of this Tool.

To contact us, please email employmenttaxtechnicalsupport@uk.ey.com