CLIENT TERMS AND CONDITIONS
1.1 These Terms and Conditions apply to the provision of Payroll Services by Family Payroll Ltd.
Unless otherwise stated in writing, all Instructions are accepted and Services carried out will be subject to these terms and conditions and the Client by authorising or allowing Services to proceed is deemed to have acknowledged this fact.
1.2 These terms and conditions should be read together with the Letter of Engagement. If there is any conflict between the Letter of Engagement and these terms and conditions, the provisions of the Letter of Engagement shall prevail.
1.3 No variation to these terms and conditions shall be binding unless agreed in writing to between the authorised representatives of the Company and the Client.
2.1 In this Agreement:-
“Agreement” means these terms and conditions together with the Letter of Engagement.
“the Client” and “You / Your” means the company, firm, person or persons using any of the Company’s services as identified in the Letter of Engagement and includes their successors or personal representatives.
“The Company” or “we/our/us” means Family Payroll Ltd, a company incorporated in Scotland (Company Number 666761) and with its registered office at 2 Atholl View, Prestonpans, East Lothian EH32 9FL.
“Employee” means the individual or employed by the Client and for whom the client requires the Payroll Services to be provided.
“Employer Status” means full details of the employer of the Employee(s): this will usually but not necessarily be the same as the Client.
“Engagement Period” means duration of this Agreement in accordance with clause 3.
“Instruction” means the order from the Client for the Services.
“Letter of Engagement” means the letter or email sent to the Client by the Company which sets out details of the Services to be carried out, the Service Charge and such other specific contractual terms as may be appropriate.
“Services” means the payroll services to be carried out by the Company as set out in the Letter of Engagement.
“Service Charge” means the price for the Services set out in the Letter of Engagement.
“Writing” includes any written paper document, any fax and any email correspondence.
2.2 In this Agreement, unless the context requires otherwise, words denoting any gender include all genders and words denoting the singular include the plural and vice versa; references to clauses are unless the contrary intention appears references to clauses of this Agreement; and the headings and sub-headings of this Agreement are inserted for convenience only and shall not affect the construction thereof.
Unless brought to an end earlier in accordance with the provisions of clause 11 below, this Agreement shall remain in force from the date stated in the Engagement Letter (“the Commencement Date”) for a period of 12 months. It may be extended for successive periods of 12 months subject to mutual agreement by the parties one month before the expiry of each 12 month term.
4.1 The Company shall:
4.1.1 faithfully and diligently perform those duties and exercise such powers consistent with them which are from time to time necessary in connection with the provision of the Services;
4.1.2 comply with all lawful and reasonable directions of Client insofar as these are relevant to the provision of the Services.
4.2 During the period of this Agreement the Company may accept and perform engagements from other companies, firms or persons which do not impinge upon its ability to provide the Services.
5.1 The Client will ensure that the Company is provided in good time with all information needed to enable the Company to perform the Services, including full and accurate information concerning their Employer Status and their Staff. The Company will be entitled to rely on that information and will not be held responsible or bear any liability for any consequences that may arise as a result of any incorrect information presented by a Client.
5.2 The Company requires all alterations to payroll to be received by the agreed deadline. After the deadline The Company will process payslips for the coming pay date as per the pay date instruction. Any instructions received after the agreed deadline where clients’ require amended wage slips may result in the client receiving an additional charge.
5.3 Where information concerning changes in employment arrangements are provided late by a client, and especially where this results in a significant amount of extra work. The Company reserves the right, to charge an additional fee to cover the additional work involved.
5.4 The Client is responsible for ensuring that the employee is entitled to work in the UK and that they are paid at least the National Minimum Wage.
5.5 It is the Client’s responsibility to ensure that the information provided is accurate and complete and that The Company is informed immediately of any additional information, or of any changes to any details, including but not limited to sick leave, unpaid leave, pay rises/decreases, the starting or stopping of childcare vouchers, changes of addresses or names etc. Any changes notified less than five working days before the paydate in question will not be processed until the next pay period. The payslip will therefore not reflect the changes until the next pay period and it is the Client’s responsibility to ensure that they pay their employee the amount noted on the payslip. It is the Client’s responsibility to alert The Company to any errors they consider may have been made in the payroll.
5.6 If the Client is ceasing altogether to be an employer, it is the Client’s responsibility to inform their local tax office of this so that their PAYE scheme may be closed. On request, the Company can provide a template letter to help the Client do this. Clients should be aware that failure to close their scheme can result in penalties being levied on the Client by the Revenue for non-filing of required Real Time Information, non-filing of quarterly returns etc even if no payments are due, so it is vital that unused schemes are closed by the Client.
5.7 The Company will have no liability for delays or omissions caused by a failure on the part of the Client to perform its obligations in terms of this Agreement, nor for circumstances outwith the Company’s control.
6.1 The Client shall pay the Service Charge in the manner set out in the Letter of Engagement. Payment will be either i) one year’s Service Charge in advance or ii) monthly payment in advance.
6.2 Payment of the one year’s advance payment invoice will be due within 7 days of the Commencement Date. Services will only commence following receipt of payment.
6.3 Monthly payments should be made by direct debit to the account notified in writing by the Company. Payments must be made one month in advance, with the first payment made on or prior to the Commencement Date.
6.4 The Client agrees that timely payment of the Company’s invoices shall be an essential term of the Agreement.
6.5 If payment is not made when due the Company may without prejudice to its other rights, charge daily interest at an annual rate of 4% above the base rate for lending of The Royal Bank of Scotland plc from time to time on any amount unpaid, from the date when the payment was due until the date of actual payment. Interest will continue to accrue even if the Agreement is terminated.
6.6 The Company shall be entitled to payment in respect of any expenditure it incurs in relation to the Services where such expenditure is related to or ancillary to the Services (“Expenses”).
7.1 All pay periods administered by the Company will be based upon calendar weeks or calendar months. Where employment starts or ends during a week or month the first (or last) wage slip processed will be to/from the date specified.
7.2 Should a Client’s circumstances change during the Engagement Period such that there is a significantly increased amount of work for required by the Company, the Company reserves the right to increase the Service Charge subject to providing one month’s prior notice to the Client.
7.3 If the Employee(s) change during the Engagement Period, the Company will provide the Service for the replacement employee for the remainder of the Engagement Period. If the new employee is paid more frequently than the previous employee, then the Service Charge may be subject to change.
7.4 In the event of a dispute arising between a client and that client’s employee, The Company will act on the client’s instructions. However, factual payroll information will not be unreasonably withheld from an employee who has, in any case, a statutory right to access to their PAYE records. The Company also reserve the right to advise a client, where that client’s proposed course of action in a dispute is in breach of his or her statutory obligations as an employer, and refuse to carry out any such instructions from a client if this is the case.
7.5 The Company reserves the right to alter, amend and re issue the terms and conditions under which it provides its service as a result of changes in tax or employment law or as a result of issues that arise in the course of providing a service to its clients. Clients will be notified in advance of any changes to the terms and conditions of The Company which affect them.
7.6 The Company will contact HMRC to de-register a Client’s PAYE scheme at the end of a client’s final employment of staff only at the request of the client in writing either by letter or e-mail. The Company will not cancel a client’s PAYE scheme without this instruction and will not accept any consequences arising from a Client’s failure to notify The Company of their closing instructions.
7.7 The Company reserve the right that if after 6 weeks of non-payment by a client of company invoices to suspend the payroll service and may inform HMRC that the Company no longer acts for that Client. If after this time the client wishes the company to act on their behalf, all unpaid invoices plus and interest, will have to be paid prior to any payroll processing on behalf of the Client.
8.1 The Company is not a party to any employment arrangement entered into between a Client and the Client’s employees and is therefore not responsible for fulfilling any statutory obligation or making any payment required by statute that may arise as a consequence of the relationship between employer and employee, except as may be detailed in the Letter of Engagement
8.2 The Company acts as a payroll provider only and will accept no liability or accept any responsibility for a Client’s PAYE employer scheme and staff or the payments to HMRC in relation to that scheme.
8.3 The Company will not bear any responsibility for HM Revenue & Customs penalties or interest charges that may arise as a consequence of failure on a client’s part to make Income Tax and/or National Insurance Contributions liability payments due by dates notified to that client either by The Company or by HM Revenue & Customs, or as a consequence of the client’s failure to make information available to Numerus Payroll Services Ltd which would affect or delay the submission to HM Revenue & Customs of statutory returns by the relevant due dates.
8.4 The Company will not accept liability for overpayment or underpayment of wages incurred as result of an error in processing a client’s specified wage for any period in excess of one month from the date on which the first payslip for a full period of a week or month at the newly instructed rate is sent to a client. It is each client’s responsibility to check payslips received from The Company to ensure that the information on them is correct as of payslip date.
8.5 The Company will not bear any responsibility for HM Revenue & Customs penalties or interest charges which may arise as a result of employment arrangements existing prior to a client appointing The Company or for retrospective liability due or the consequences of late filing a declaration of retrospective liability where the client appointed The Company after the due date.
8.6 While The Company will make all reasonable efforts to make clients aware of the Tax & National insurance implications of their proposed or actual employment arrangements under the PAYE system, The Company will not bear any responsibility for liabilities that may arise out of a client’s unfamiliarity with or lack of understanding of how the PAYE system works in terms of their own particular employment arrangements. The Company will not be held responsible for any additional Tax or National Insurance liability incurred as a consequence of the client’s failure to follow advice given by us.
8.7 The Company will not bear any responsibility or accept any liability for errors that may occur during the payroll provider service to clients, and/or after the end of a payroll provider service to clients with respect to carrying out the payroll provider service pertaining to end of year FPS submissions and its relevant forms, together with any liaison with HM Revenue & Customs on a client’s behalf.
8.8 The Company will not accept liability for any consequences arising from the failure to receive information from a client or of a client to receive information from The Company where such failure is due to a failure of the postal system or any other circumstances over which The Company has no direct control. Clients are requested to contact The Company if information they are expecting from The Company has not been received within five working days of it being due, unless they have already been advised by The Company of a delay.
8.9 If there are any penalty notices issued by HMRC, for example for late, incorrect or non-payment of tax and/or national insurance, then if any penalty or interest has been incurred as a result of an act, error or omission on the part of The Company, The Company will be responsible for that penalty, save that The Company’s liability will be limited to the Service Charge paid by the Client for the Engagement Period in question less any refund that may have been made.
8.10 Save as above, the Company does not accept responsibility to the employee, HMRC, the Client or any third parties for any financial or other loss or liability including unpaid, underpaid or overpaid wages, tax, national insurance or other payments and/or fines however they arise.
The Company and the Client shall keep confidential all information of the other party,
whether designated as confidential or not, obtained under or in connection with the
Agreement and shall not divulge the same to any third party without the written consent of the
other party. The provisions of this clause shall not apply to any information in the public
domain otherwise than by breach of the Agreement; or information obtained from a third party
who is free to divulge the same.
10.1 For the purposes of this clause 10, “Data Protection Laws” means all applicable laws in relation to (a) data protection; (b) privacy; (c) interception and monitoring of communications; (d) restrictions on or requirements relating to the Processing of Personal Data of any kind including laws addressing identity theft or security breach and including (without limitation) the Data Protection Act 2018 and any regulations or instruments enacted under that Act, the European Union General Data Protection Regulation 2016/679 and/or any corresponding or equivalent national laws or regulations, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the Data Protection (Processing of Sensitive Protected Data) Order 2000 or any amendments and/or re-enactments of any of the foregoing, and all applicable guidance and codes of practice (whether statutory or non-statutory) relating to the processing of personal data or privacy issued by the UK Information Commissioner and/or any other relevant regulatory body from time to time; “Data Controller”, “Data Processor”, “Data Protection Commissioner”, “Data Subject” “Personal Data” and “Processing” shall each have the meaning set out in the Data Protection Laws.
10.3 The parties acknowledge that the Client is the Data Controller and the Company is the Data Processor in terms of this Agreement.
10.4 The Client warrants to the Company that all Personal Data provided to the Company is relevant and limited to what is necessary for Processing for the purpose of delivering the Services (“the Purpose”) and that the Client has a legitimate basis for processing of the Personal Data provided to the Company.
10.5 The Company acknowledges that, in the course of the provision of the Services it may have access to and may be required to process data comprising Personal Data for and on behalf of the Client. It is the responsibility of the Client to ensure that the Personal Data provided to the Company is adequate, relevant and limited to what is necessary for Processing for the purpose of delivering the Services (“the Purpose”).
10.6 The Client warrants that the Employee has consented to the processing of his/her Personal Data by Company for the Purpose.
10.7 The Company shall only process such Personal Data in accordance with the instructions and authorisations of the Client and solely as strictly necessary for the performance of its obligations under this Agreement.
10.8 The Company shall take appropriate technical and organisational security measures in respect of such Personal Data (including against the unauthorised or unlawful processing, access or disclosure of the Personal Data and against accidental loss or destruction of, or damage to the Personal Data).
10.9 Without prejudice to any other right or remedy the Company may have, the Company shall inform the Client forthwith (and in any event within 24 hours of becoming aware of the event) in writing upon becoming aware of any unauthorised or unlawful processing of such Personal Data and/or accidental loss or destruction of, or damage to such Personal Data (a “Data Breach”) or suspected Data Breach. In the event of a Data Breach arising from the Company’s failure to comply with the provisions of this clause 10, the Company shall upon request:
10.9.1 provide such information relating to the event as the Client may reasonably require; and
10.9.2 use all reasonable endeavours to take such corrective and other reasonable action as the Client may require in relation to the event.
10.10 The Company agrees it will not transfer the whole or any part of such Personal Data outside the European Economic Area.
10.11 The Company shall promptly notify the Client if:
10.11.1 it receives an access, modification or erasure request from a Data Subject in relation to such Personal Data; or
10.11.2 it receives any communication or notification from the Data Protection Commissioner or from any third party in relation to such Personal Data.
10.12 The Company shall destroy the Personal Data either once it has been used for the Purpose and is no longer required.
10.13 The Company warrants and represents that it shall not subcontract or outsource any aspects of the Services as they relate to data protection and/or Personal Data without:
10.13.1 the prior written consent of the Client; and
10.13.2 ensuring that the subcontractor or outsource supplier enters into a legally binding agreement with the Company requiring that the subcontractor abide by terms for the protection of Personal Data not less protective than those in this Agreement. The Company shall provide the Client with a copy or summary of such terms upon request and the Company shall be fully liable for the acts and omissions of any subcontractor to the same extent as if the acts or omissions were performed by the Company.
10.14 On termination of this Agreement, the Company shall forthwith deliver to the Client or destroy, at the Client’s sole option, all Personal Data in its possession or under its control.
11.1 The Company shall have the right to terminate this Agreement with immediate effect by notice in writing to the Client if the Client fails to make any payment when it becomes due. The Company also reserves the right to refuse to renew any Engagement at its discretion.
11.2 If the Client no longer wishes to use the Services for any reason, including that the Client no longer employs the employee(s), then the Client may terminate the Services at any time by providing one month’s written notice to the Company. Any refunds due to the Client in the event of such early termination will be based on the Company’s full standard charges applicable at the time.
11.3 A party (‘the Initiating Party’) may terminate this agreement with immediate effect by written notice to the other party (‘the Breaching Party’) on or at any time after the occurrence of one or more of the following events:-
11.3.1 the Breaching Party committing a material breach of this agreement and failing to remedy the breach within 30 days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy it;
11.3.2 the Breaching Party passing a resolution for winding up, a court of competent jurisdiction making an order for the Breaching Party’s winding up or the presentation of a petition for the Breaching Party’s winding up that is not dismissed within seven days, in each case other than for the purposes of solvent amalgamation or reconstruction in such manner that the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the Breaching Party’s obligations under this agreement;
11.3.3 the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an encumbrancer taking possession of or selling any asset of, the Breaching Party; or
11.3.4 the Breaching Party making an arrangement or composition with his creditors generally or making an application to a court of competent jurisdiction for protection from his creditors generally.
The Company shall be not be liable for any delay or failure to perform any of its obligations under this Agreement if delay or failure results from events or matters beyond its reasonable control, including but not limited to, acts of God, fire, lightening, explosion, war, disorder, accidents, flood, industrial dispute (whether or not involving its employees), failures or interruptions of electricity supplies, weather of exceptional severity, acts or omissions of local or central government or other authorities, the acts or omissions of any Internet Service Provider, or the delay or failure in manufacture, production or supply by third parties of equipment or services, and it shall be entitled to a reasonable extension of its obligations after notifying the Client of the nature and extent of such events.
13.1 The Client hereby indemnifies and holds harmless the Company against all claims, demands, losses, damages, costs or expenses howsoever arising incurred by the Company in connection with the Agreement as a result of a breach by the Client of any provision of this Agreement, law or regulation.
14.1 Notwithstanding any other provision in this agreement, the Company’s liability to the Client for death or injury resulting from its own negligence or that of his employees, agents or sub-contractors shall not be limited.
14.2 The Company’s entire liability to the Client in respect of any breach of its contractual obligations, any breach of warranty, any representation, statement or delictual act or omission including negligence arising under or in connection with this Agreement shall be limited to an amount equal to the Service Charge.
14.3 The Company shall not be liable to the Client for any indirect or consequential loss the Client may suffer, even if the loss is reasonably foreseeable or the Company has been advised of the possibility of the Client incurring it.
Neither party shall assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.
Satisfaction with the quality of the Services provided is of paramount importance to us. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by telephoning 0330 133 4017 or emailing us at email@example.com. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. Should matters not be resolved to your satisfaction and any dispute arise in connection with the Agreement parties shall attempt to settle it by Mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
17.1 The Company warrants to the Client that the Services will be performed using reasonable care and skill.
17.2 The Client understands and accepts that the Company is entitled during and after the period of this Agreement to seek, apply for, accept and perform contracts to supply services to third parties without limitation.
17.3 The Parties expressly agree that nothing in this Agreement or by virtue of performing it shall be taken as creating a relationship of agent to principal, employer to employee, partnership or joint venture between the Company and the Client
This Agreement shall be governed by and construed in accordance with the laws of Scotland, the courts of which shall have non-exclusive jurisdiction.