The VAT liability that falls on a taxable person as a result of supplies of goods and services, events treated as supplies of goods and services, supplies of goods acquired from another EU member state, or the reverse charge.

A casting vote given to an impartial outsider (ie not a shareholder) to resolve a deadlock situation. At board level, this could be a non-executive director not connected with any of the shareholders. At shareholder level, the company may issue a golden share to the outsider. However, shareholders will often be reluctant to abdicate decision-making control over key commercial decisions to an outsider.

Using a third party to undertake work that a law firm or in-house team would normally do for themselves and for which the firm or in-house team remain responsible.

This Agreement is made on [date] Parties 1 [Customer] a company incorporated in [England] with registered number [company number], whose registered office is at [address] (Customer); and 2 [Supplier] a company incorporated in [England] with registered number [company number], whose registered office is at [address] (Supplier) each of Customer and Supplier being a party and together Supplier and Customer are the parties. BACKGROUND (A) The Customer wishes to outsource the provision and management of its [describe function] services to the Supplier. (B) The Customer’s requirements are currently provided [internally OR by an associated company] [by insert name of existing supplier]. (C) The Supplier is experienced in the design, development and implementation of [describe function] services and has agreed to be responsible for the provision and management of the relevant part of the Customer’s functions. (D) The Customer issued a request for proposal (RFP) on [date], the Supplier responded to the RFP (Response) on [date]. (E) On the basis of the Supplier’s Response and subsequent discussion between the parties the Customer has selected the Supplier to provide the Services to the Customer, subject to the terms and conditions set out in this Agreement.

1 Definitions 1.1 In this Agreement, unless the context otherwise requires, capitalised terms will have the meanings set out below: Affiliates • with respect to any entity, any other entity Controlling, Controlled by or under common Control with such entity; Assigned Employees • has the meaning given in paragraph 6.1.2 of Schedule [insert number] (TUPE provisions); Control • the power of a person to secure (i) by means of the holding of shares or the possession of voting power in an entity, or (ii) by virtue of any powers conferred by the articles of association or other document regulating or relating to an entity, that the affairs of that entity are conducted in accordance with that person’s wishes and ‘Controlled’ and ‘Controlling’ will be construed accordingly; [Customer • [insert name] Limited, a company incorporated in [England] with registered number [number], whose registered office is at [address];] Data Protection Laws • means any applicable law relating to the processing, privacy, and/or use of personal data, as applicable to the Customer, the Supplier and/or the Services, including Assimilated Regulation (EU) 2016/679, the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018; Effective

This Agreement is made on [date] Parties 1 [Customer] a company incorporated in [England] with registered number [company number], whose registered office is at [address] (Customer); and 2 [Supplier] a company incorporated in [England] with registered number [company number], whose registered office is at [address] (Supplier), each of Customer and Supplier being a party and together the Customer and Supplier are the parties. BACKGROUND (A) The Customer wishes to outsource the provision and management of its [describe function] services to the Supplier. (B) The Supplier is experienced in the design, development and implementation of [describe function] services and has agreed to be responsible for the provision and management of the relevant part of the Customer’s functions. (C) The Supplier has agreed to provide the Services to the Customer on the terms and conditions set out in this Agreement. It is agreed as follows: 1 Definitions 1.1 In this Agreement: Affiliate • with respect to any entity, means any other entity Controlling, Controlled by or under common Control with such entity; Applicable Laws • means as applicable from time to time: (a) the laws of England and Wales; (b) any other laws; and (c) any policies, guidelines or industry codes made by

1 Definitions 1.1 In this Agreement: Affiliate • with respect to any entity, means any other entity Controlling, Controlled by or under common Control with such entity; Control • and its derivatives means the power of a person to secure: (i) by means of the holding of shares or the possession of voting power in an entity, or (ii) by virtue of any powers conferred by the articles of association or other document regulating or relating to an entity, that the affairs of that entity are conducted in accordance with that person’s wishes and ‘Controlled’ and ‘Controlling’ will be construed accordingly; [Customer • [insert name] Limited, a company incorporated in [England] with registered number [company number], whose registered office is at [address];] Effective Date • means [9 am] on the date of this Agreement [insert later date]; Employee • means any person who immediately prior to the Effective Date was an employee of the Customer and assigned to an organised grouping whose principal purpose was the performance of the Services; Employee Information • means an up to date and accurate list containing for each individual the[ anonymised] information listed in regulation 11(2) of the

To reduce costs and increase efficiency, businesses increasingly sub-contract parts of their work to third parties. This is colloquially known as ‘outsourcing’. Due to the fact that there is no technical legal meaning of the term, there are no specific laws, including tax laws, applicable to outsourcing arrangements. Consequently, each outsourcing arrangement will be specific to its own particular facts and will raise a different mix of tax issues, including VAT issues. This Practice Note summarises the main VAT issues to consider in relation to outsourcing arrangements. For the wider tax issues that will be relevant, see Practice Note: Outsourcing—general tax issues. This Practice Note focuses on contractual outsourcing arrangements. For details on joint venture outsourcing arrangements, see: Joint ventures and tax—overview. VAT liability of outsourced supply One of the most significant issues that may arise in relation to outsourced services is the treatment of the VAT liability of supplies. In principle, unless the outsourced services fall within any of the descriptions of services which are exempt

In brief Data protection laws in the UK seek to ensure information about living individuals (within the definition of ‘personal data’) is used fairly and responsibly. To help ensure that, UK data protection law imposes obligations on those ‘processing’ personal data. ‘Processing’ is broadly defined to include doing most things with data, including storing, deleting, collecting, disclosing or using it. One of the key protections under UK data protection law is the set of obligations that apply in relation to the engagement by ‘controllers’ (usually meaning those that decide the purposes and means of processing) of ‘processors’ (those that process personal data on behalf of a controller further to the controller’s instructions). Among other things, UK data protection law requires a contract to be put in place between a controller and a processor containing certain minimum provisions and it requires a controller to ensure that any processor(s) it engages are suitable. In an outsourcing arrangement, the customer will often act as controller and the supplier as its processor. This Practice Note introduces the requirements

Outsourcing is a common feature of many law firms’ business models. It can offer benefits to firms and their clients in cost and efficiency. This Practice Note identifies and explains key compliance issues relevant to outsourcing by SRA-regulated law firms and individuals, including when taking outsourced services offshore. It reflects requirements in the SRA Standards and Regulations and provides guidance on good practice when outsourcing legal activities or operational functions. What is outsourcing? At its simplest, outsourcing is using a third party to provide services you could otherwise provide. The third-party outsourced service provider will instead provide those services using their own personnel (and often facilities). In theory you can outsource anything so long as you comply with the law and regulatory requirements. You cannot however abrogate your responsibility for compliance with the SRA’s requirements and you will always remain accountable to the SRA where your work is carried out through others. You also cannot outsource the provision of reserved legal services to a provider that is not authorised by the SRA (or another regulator)

Due to the fact that there is no technical legal meaning of the term ‘outsourcing’, there are no specific laws, including tax laws, applicable to outsourcing arrangements. Consequently, each outsourcing arrangement will be specific to its own particular facts and will raise a different mix of tax issues. This Checklist sets out the headline tax issues that should be considered in relation to a contractual outsourcing. For the purposes of this Checklist, it is assumed that: • the contractual outsourcing arrangement is a direct supply of services from a third-party service provider to a customer • both the supplier and the customer are corporate entities, and • both the supplier and the customer are resident in the UK, other than in the final section on cross-border tax issues The Checklist is split into the following three sections: • setting up outsourcing arrangements • operating outsourcing arrangements, and • cross-border outsourcing arrangements This Checklist should be read in conjunction with the following Practice Notes: • Outsourcing—general tax issues, and • Outsourcing and VAT For details of tax

1 General information Date of review [Insert date] Person conducting review [Insert identity of the person conducting the review and their role] 2 Review and findings Complete the following table based on your Outsourcing register and findings from auditing individual outsourcing suppliers since the last periodic review. Measure Position Have we audited all outsourcing suppliers at least once in the last rolling 12 month period? ☐ Yes☐ No (ensure you set an action point at section 3 to audit any outsourcing suppliers that have not been audited) Do we have the correct client disclosure wording in our client care letter/terms of business? ☐ Yes☐ No (ensure you set an action point at section 3 to change the wording) Have