Common use of Status Clause in Contracts

Status. 4.1 The relationship of the Supplier to the British Council will be that of independent contractor and nothing in this Agreement shall render the Supplier or any Relevant Person an employee, worker, agent or partner of the British Council and the Supplier shall not hold itself out as such. 4.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier shall be fully responsible for and shall indemnify the British Council for and in respect of payment of the following within the prescribed time limits: 4.2.1 any income tax, national insurance and social security contributions and any other employment related liability, deduction, contribution, assessment or claim in any applicable jurisdiction arising from or made in connection with either the performance of the Services, or any payment or benefit received by the Supplier (or, where applicable, any Relevant Person) in respect of the Services, where such recovery is not prohibited by law and the Supplier shall further indemnify the British Council against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the British Council in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the British Council’s negligence or wilful default; and 4.2.2 any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier (or, where applicable, any Relevant Person) against the British Council arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the British Council. 4.3 The British Council may at its option satisfy the indemnities set out in clause 4.2 above (in whole or in part) by way of deduction from any outstanding Charges or other payments due to the Supplier. 4.4 Where applicable, the Supplier: 4.4.1 acknowledges and agrees that it is intended that all employees of the Supplier (if any) shall remain employees of the Supplier and that termination of this Agreement (or any part of it) shall not operate to transfer the contracts of employment of any employees to the British Council or any third party; and 4.4.2 shall use all reasonable endeavours to ensure that no member of its staff is deployed in the delivery of the Services to such an extent that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (or any applicable equivalent legislation in any relevant jurisdiction, including in the European Union the Acquired Rights Directive (Council Directive 77/187 as amended) and any national legislation enacting to such Directive) may operate to transfer the employment of such member of staff to the British Council or any successor service provider upon termination of this Agreement.

Status. 4.1 The relationship of the Supplier to the British Council will be that of independent contractor and nothing in this Agreement shall render the Supplier or any Relevant Person an employee, worker, agent or partner of the British Council and the Supplier shall not hold itself out as such. 4.2 . This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier shall be fully responsible for and shall indemnify the British Council for and in respect of payment of the following within the prescribed time limits: 4.2.1 : any income tax, national insurance and social security contributions and any other employment related liability, deduction, contribution, assessment or claim in any applicable jurisdiction arising from or made in connection with either the performance of the Services, or any payment or benefit received by the Supplier (or, where applicable, any Relevant Person) in respect of the Services, where such recovery is not prohibited by law and the Supplier shall further indemnify the British Council against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the British Council in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the British Council’s negligence or wilful default; and 4.2.2 and any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier (or, where applicable, any Relevant Person) against the British Council arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the British Council. 4.3 . The British Council may at its option satisfy the indemnities set out in clause 4.2 above (in whole or in part) by way of deduction from any outstanding Charges or other payments due to the Supplier. 4.4 . Where applicable, the Supplier: 4.4.1 : acknowledges and agrees that it is intended that all employees of the Supplier (if any) shall remain employees of the Supplier and that termination of this Agreement (or any part of it) shall not operate to transfer the contracts of employment of any employees to the British Council or any third party; and 4.4.2 and shall use all reasonable endeavours to ensure that no member of its staff is deployed in the delivery of the Services to such an extent that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (or any applicable equivalent legislation in any relevant jurisdiction, including in the European Union the Acquired Rights Directive (Council Directive 77/187 as amended) and any national legislation enacting to such Directive) may operate to transfer the employment of such member of staff to the British Council or any successor service provider upon termination of this Agreement.

Status. 4.1 The relationship of the Supplier Service Provider to the British Council will be that of independent contractor and nothing in this Agreement and/or any Order Contract shall render the Supplier Service Provider or any Relevant Person an employee, worker, agent or partner of the British Council and the Supplier Service Provider shall not hold itself out as such. 4.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier Service Provider shall be fully responsible for and shall indemnify the British Council for and in respect of payment of the following within the prescribed time limits: 4.2.1 any income tax, national insurance and social security contributions and any other employment related liability, deduction, contribution, assessment or claim in any applicable jurisdiction arising from or made in connection with either the performance of the Services, or any payment or benefit received by the Supplier Service Provider (or, where applicable, any Relevant Person) in respect of the Services, where such recovery is not prohibited by law and the Supplier Service Provider shall further indemnify the British Council against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the British Council in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the British Council’s negligence or wilful default; and 4.2.2 any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier Service Provider (or, where applicable, any Relevant Person) against the British Council arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the British Council. 4.3 The British Council may at its option satisfy the indemnities set out in clause 4.2 above (in whole or in part) by way of deduction from any outstanding Charges or other payments due to the SupplierService Provider. 4.4 Where applicableUnless agreed to the contrary elsewhere in this Agreement, the SupplierService Provider: 4.4.1 acknowledges and agrees that it is intended that all employees of the Supplier Service Provider (if any) shall remain employees of the Supplier Service Provider and that termination of this Agreement and/or any Order Contract (or any part of it) shall not operate to transfer the contracts of employment of any employees to the British Council or any third party; and 4.4.2 shall use all reasonable endeavours to ensure that no member of its staff is deployed in the delivery of the Services to such an extent that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (or any applicable equivalent legislation in any relevant jurisdiction, including in the European Union the Acquired Rights Directive (Council Directive 77/187 as amended) and any national legislation enacting to such Directive) may operate to transfer the employment of such member of staff to the British Council or any successor service provider upon termination of this Agreement.

Status. 4.1 The relationship of the Supplier to the British Council will be that of independent contractor and nothing in this Agreement shall render the Supplier or any Relevant Person an employee, worker, agent or partner of the British Council and the Supplier shall not hold itself out as such. 4.2 . This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier shall be fully responsible for and shall indemnify the British Council for and in respect of payment of the following within the prescribed time limits: 4.2.1 : any income tax, national insurance and social security contributions and any other employment related liability, deduction, contribution, assessment or claim in any applicable jurisdiction arising from or made in connection with either the performance of the Services, or any payment or benefit received by the Supplier (or, where applicable, any Relevant Person) in respect of the Services, where such recovery is not prohibited by law and the Supplier shall further indemnify the British Council against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the British Council in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the British Council’s negligence or wilful default; and 4.2.2 and any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier (or, where applicable, any Relevant Person) against the British Council arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the British Council. 4.3 . The British Council may at its option satisfy the indemnities set out in clause 4.2 above (in whole or in part) by way of deduction from any outstanding Charges or other payments due to the Supplier. 4.4 . Where applicable, the Supplier: 4.4.1 : acknowledges and agrees that it is intended that all employees of the Supplier (if any) shall remain employees of the Supplier and that termination of this Agreement (or any part of it) shall not operate to transfer the contracts of employment of any employees to the British Council or any third party; and 4.4.2 and shall use all reasonable endeavours to ensure that no member of its staff is deployed in the delivery of the Services to such an extent that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (or any applicable equivalent legislation in any relevant jurisdiction, including (without limitation) in the European Union the Acquired Rights Directive (Council Directive 77/187 as amended) and any national legislation enacting to such Directive) may operate to transfer the employment of such member of staff to the British Council or any successor service provider upon termination of this Agreement.

Status. 4.1 The relationship of the Supplier to the British Council will be that of independent contractor and nothing in this Agreement shall render the Supplier or any Relevant Person an employee, worker, agent or partner of the British Council and the Supplier shall not hold itself out as such. 4.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier shall be fully responsible for and shall indemnify the British Council for and in respect of payment of the following within the prescribed time limits:limits:‌ 4.2.1 any income tax, national insurance and social security contributions and any other employment related liability, deduction, contribution, assessment or claim in any applicable jurisdiction arising from or made in connection with either the performance of the Services, or any payment or benefit received by the Supplier (or, where applicable, any Relevant Person) in respect of the Services, where such recovery is not prohibited by law and the Supplier shall further indemnify the British Council against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the British Council in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the British Council’s negligence or wilful default; and 4.2.2 any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier (or, where applicable, any Relevant Person) against the British Council arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the British Council. 4.3 The British Council may at its option satisfy the indemnities set out in clause 4.2 above (in whole or in part) by way of deduction from any outstanding Charges or other payments due to the Supplier. 4.4 Where applicable, the Supplier: 4.4.1 acknowledges and agrees that it is intended that all employees of the Supplier (if any) shall remain employees of the Supplier and that termination of this Agreement (or any part of it) shall not operate to transfer the contracts of employment of any employees to the British Council or any third party; and 4.4.2 shall use all reasonable endeavours to ensure that no member of its staff is deployed in the delivery of the Services to such an extent that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (or any applicable equivalent legislation in any relevant jurisdiction, including in the European Union the Acquired Rights Directive (Council Directive 77/187 as amended) and any national legislation enacting to such Directive) may operate to transfer the employment of such member of staff to the British Council or any successor service provider upon termination of this Agreement.

Status. 4.1 The relationship of the Supplier Consultant to the British Council will be that of independent contractor and nothing in this Agreement shall render the Supplier Consultant or any Relevant Person an employee, worker, agent or partner of the British Council and the Supplier Consultant shall not hold itself out as such. 4.2 . This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier Consultant shall be fully responsible for and shall indemnify the British Council for and in respect of payment of the following within the prescribed time limits: 4.2.1 : any income tax, national insurance and social security contributions and any other employment related liability, deduction, contribution, assessment or claim in any applicable jurisdiction arising from or made in connection with either the performance of the Services, or any payment or benefit received by the Supplier Consultant (or, where applicable, any Relevant Person) in respect of the Services, where such recovery is not prohibited by law and the Supplier Consultant shall further indemnify the British Council against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the British Council in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the British Council’s negligence or wilful default; and 4.2.2 and any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier Consultant (or, where applicable, any Relevant Person) against the British Council arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the British Council. 4.3 . The British Council may at its option satisfy the indemnities set out in clause 4.2 above (in whole or in part) by way of deduction from any outstanding Charges or other payments due to the Supplier. 4.4 Consultant. Where applicable, the Supplier: 4.4.1 Consultant: acknowledges and agrees that it is intended that all employees of the Supplier Consultant (if any) shall remain employees of the Supplier Consultant and that termination of this Agreement (or any part of it) shall not operate to transfer the contracts of employment of any employees to the British Council or any third party; and 4.4.2 and shall use all reasonable endeavours to ensure that no member of its staff is deployed in the delivery of the Services to such an extent that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (or any applicable equivalent legislation in any relevant jurisdiction, including (without limitation) in the European Union the Acquired Rights Directive (Council Directive 77/187 as amended) and any national legislation enacting to such Directive) may operate to transfer the employment of such member of staff to the British Council or any successor service provider upon termination of this Agreement.

Status. 4.1 The relationship of the Supplier Consultant to the British Council will be that of independent contractor and nothing in this Agreement shall render the Supplier Consultant or any Relevant Person an employee, worker, agent or partner of the British Council and the Supplier Consultant shall not hold itself out as such. 4.2 . This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier Consultant shall be fully responsible for and shall indemnify the British Council for and in respect of payment of the following within the prescribed time limits: 4.2.1 : any income tax, national insurance and social security contributions and any other employment related liability, deduction, contribution, assessment or claim in any applicable jurisdiction arising from or made in connection with either the performance of the Services, or any payment or benefit received by the Supplier Consultant (or, where applicable, any Relevant Person) in respect of the Services, where such recovery is not prohibited by law and the Supplier Consultant shall further indemnify the British Council against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the British Council in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the British Council’s negligence or wilful default; and 4.2.2 and any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier Consultant (or, where applicable, any Relevant Person) against the British Council arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the British Council. 4.3 . The British Council may at its option satisfy the indemnities set out in clause 4.2 above (in whole or in part) by way of deduction from any outstanding Charges or other payments due to the Supplier. 4.4 Consultant. Where applicable, the Supplier: 4.4.1 Consultant: acknowledges and agrees that it is intended that all employees of the Supplier Consultant (if any) shall remain employees of the Supplier Consultant and that termination of this Agreement (or any part of it) shall not operate to transfer the contracts of employment of any employees to the British Council or any third party; and 4.4.2 and shall use all reasonable endeavours to ensure that no member of its staff is deployed in the delivery of the Services to such an extent that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (or any applicable equivalent legislation in any relevant jurisdiction, including in the European Union the Acquired Rights Directive (Council Directive 77/187 as amended) and any national legislation enacting to such Directive) may operate to transfer the employment of such member of staff to the British Council or any successor service provider upon termination of this Agreement.

Status. 4.1 The relationship of the Supplier to the British Council will be that of independent contractor and nothing in this Agreement shall render the Supplier or any Relevant Person an employee, worker, agent or partner of the British Council and the Supplier shall not hold itself out as such. 4.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier shall be fully responsible for and shall indemnify the British Council for and in respect of payment of the following within the prescribed time limits: 4.2.1 any income tax, national insurance and social security contributions and any other employment related liability, deduction, contribution, assessment or claim in any applicable jurisdiction arising from or made in connection with either the performance of the Services, or any payment or benefit received by the Supplier (or, where applicable, any Relevant Person) in respect of the Services, where such recovery is not prohibited by law and the Supplier shall further indemnify the British Council against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the British Council in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the British Council’s negligence or wilful default; and 4.2.2 any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier (or, where applicable, any Relevant Person) against the British Council arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the British Council. 4.3 The British Council may at its option satisfy the indemnities set out in clause 4.2 above (in whole or in part) by way of deduction from any outstanding Charges or other payments due to the Supplier. 4.4 Where applicable, the Supplier: 4.4.1 acknowledges and agrees that it is intended that all employees of the Supplier (if any) shall remain employees of the Supplier and that termination of this Agreement (or any part of it) shall not operate to transfer the contracts of employment of any employees to the British Council or any third party; and 4.4.2 shall use all reasonable endeavours to ensure that no member of its staff is deployed in the delivery of the Services to such an extent that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (or any applicable equivalent legislation in any relevant jurisdiction, including in the European Union the Acquired Rights Directive (Council Directive 77/187 as amended) and any national legislation enacting to such Directive) may operate to transfer the employment of such member of staff to the British Council or any successor service provider upon termination of this Agreement.

Status. 4.1 The relationship of the Supplier to the British Council will be that of independent contractor and nothing in this Agreement shall render the Supplier or any Relevant Person an employee, worker, agent or partner of the British Council and the Supplier shall not hold itself out as such. 4.2 . This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier shall be fully responsible for and shall indemnify the British Council for and in respect of payment of the following within the prescribed time limits: 4.2.1 : any income tax, national insurance and social security contributions and any other employment related liability, deduction, contribution, assessment or claim in any applicable jurisdiction arising from or made in connection with either the performance of the Services, or any payment or benefit received by the Supplier (or, where applicable, any Relevant Person) in respect of the Services, where such recovery is not prohibited by law and the Supplier shall further indemnify the British Council against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the British Council in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the British Council’s negligence or wilful default; and 4.2.2 and any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier (or, where applicable, any Relevant Person) against the British Council arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the British Council. 4.3 . The British Council may at its option satisfy the indemnities set out in clause 4.2 14.2 above (in whole or in part) by way of deduction from any outstanding Charges or other payments due to the Supplier. 4.4 . Where applicable, the Supplier: 4.4.1 : acknowledges and agrees that it is intended that all employees of the Supplier (if any) shall remain employees of the Supplier and that termination of this Agreement (or any part of it) shall not operate to transfer the contracts of employment of any employees to the British Council or any third party; and 4.4.2 and shall use all reasonable endeavours to ensure that no member of its staff is deployed in the delivery of the Services to such an extent that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (or any applicable equivalent legislation in any relevant jurisdiction, including in the European Union the Acquired Rights Directive (Council Directive 77/187 as amended) and any national legislation enacting to such Directive) may operate to transfer the employment of such member of staff to the British Council or any successor service provider upon termination of this Agreement.

Status. 4.1 The relationship of the Supplier Training Provider to the British Council will be that of independent contractor and nothing in this Agreement shall render the Supplier Training Provider or any Relevant Person an employee, worker, agent or partner of the British Council and the Supplier Training Provider shall not hold itself out as such. 4.2 . This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier Training Provider shall be fully responsible for and shall indemnify the British Council for and in respect of payment of the following within the prescribed time limits: 4.2.1 : any income tax, national insurance and social security contributions and any other employment related liability, deduction, contribution, assessment or claim in any applicable jurisdiction arising from or made in connection with either the performance of the Services, or any payment or benefit received by the Supplier Training Provider (or, where applicable, any Relevant Person) in respect of the Services, where such recovery is not prohibited by law and the Supplier Training Provider shall further indemnify the British Council against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the British Council in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the British Council’s negligence or wilful default; and 4.2.2 and any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier Training Provider (or, where applicable, any Relevant Person) against the British Council arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the British Council. 4.3 . The British Council may at its option satisfy the indemnities set out in clause 4.2 above (in whole or in part) by way of deduction from any outstanding Charges or other payments due to the Supplier. 4.4 Training Provider. Where applicable, the Supplier: 4.4.1 Training Provider: acknowledges and agrees that it is intended that all employees of the Supplier Training Provider (if any) shall remain employees of the Supplier Training Provider and that termination of this Agreement (or any part of it) shall not operate to transfer the contracts of employment of any employees to the British Council or any third party; and 4.4.2 and shall use all reasonable endeavours to ensure that no member of its staff is deployed in the delivery of the Services to such an extent that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (or any applicable equivalent legislation in any relevant jurisdiction, including (without limitation) in the European Union the Acquired Rights Directive (Council Directive 77/187 as amended) and any national legislation enacting to such Directive) may operate to transfer the employment of such member of staff to the British Council or any successor service provider upon termination of this Agreement.

Status. 4.1 The relationship of the Supplier Service Provider to the British Council will be that of independent contractor and nothing in this Agreement shall render the Supplier Service Provider or any Relevant Person an employee, worker, agent or partner of the British Council and the Supplier Service Provider shall not hold itself out as such. 4.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier Service Provider shall be fully responsible for and shall indemnify the British Council for and in respect of payment of the following within the prescribed time limits: 4.2.1 any income tax, national insurance and social security contributions and any other employment related liability, deduction, contribution, assessment or claim in any applicable jurisdiction arising from or made in connection with either the performance of the Services, or any payment or benefit received by the Supplier Service Provider (or, where applicable, any Relevant Person) in respect of the Services, where such recovery is not prohibited by law and the Supplier Service Provider shall further indemnify the British Council against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the British Council in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the British Council’s negligence or wilful default; and 4.2.2 any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier Service Provider (or, where applicable, any Relevant Person) against the British Council arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the British Council. 4.3 The British Council may at its option satisfy the indemnities set out in clause 4.2 above (in whole or in part) by way of deduction from any outstanding Charges or other payments due to the SupplierService Provider. 4.4 Where applicable, the SupplierService Provider: 4.4.1 acknowledges and agrees that it is intended that all employees of the Supplier Service Provider (if any) shall remain employees of the Supplier Service Provider and that termination of this Agreement (or any part of it) shall not operate to transfer the contracts of employment of any employees to the British Council or any third party; and 4.4.2 shall use all reasonable endeavours to ensure that no member of its staff is deployed in the delivery of the Services to such an extent that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (or any applicable equivalent legislation in any relevant jurisdiction, including in the European Union the Acquired Rights Directive (Council Directive 77/187 as amended) and any national legislation enacting to such Directive) may operate to transfer the employment of such member of staff to the British Council or any successor service provider upon termination of this Agreement.

Status. 4.1 The relationship of the Supplier Consultant to the British Council will be that of independent contractor and nothing in this Agreement shall render the Supplier Consultant or any Relevant Person an employee, worker, agent or partner of the British Council and the Supplier Consultant shall not hold itself out as such. 4.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier Consultant shall be fully responsible for and shall indemnify the British Council for and in respect of payment of the following within the prescribed time limits: 4.2.1 any income tax, national insurance and social security contributions and any other employment related liability, deduction, contribution, assessment or claim in any applicable jurisdiction arising from or made in connection with either the performance of the Services, or any payment or benefit received by the Supplier Consultant (or, where applicable, any Relevant Person) in respect of the Services, where such recovery is not prohibited by law and the Supplier Consultant shall further indemnify the British Council against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the British Council in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the British Council’s negligence or wilful default; and 4.2.2 any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier Consultant (or, where applicable, any Relevant Person) against the British Council arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the British Council. 4.3 The British Council may at its option satisfy the indemnities set out in clause 4.2 above (in whole or in part) by way of deduction from any outstanding Charges or other payments due to the SupplierConsultant. 4.4 Where applicable, the SupplierConsultant: 4.4.1 acknowledges and agrees that it is intended that all employees of the Supplier Consultant (if any) shall remain employees of the Supplier Consultant and that termination of this Agreement (or any part of it) shall not operate to transfer the contracts of employment of any employees to the British Council or any third party; and 4.4.2 shall use all reasonable endeavours to ensure that no member of its staff is deployed in the delivery of the Services to such an extent that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (or any applicable equivalent legislation in any relevant jurisdiction, including in the European Union the Acquired Rights Directive (Council Directive 77/187 as amended) and any national legislation enacting to such Directive) may operate to transfer the employment of such member of staff to the British Council or any successor service provider upon termination of this Agreement.