VERSION 2.0 APRIL 1, 2017
DEFINITIONS
In this agreement, unless the context otherwise requires the following words shall have the following meanings:
“Agreement” means these terms and conditions together with the terms of any applicable document signed by a director of Payroll Champions
“Agreement term” means the term of the agreement between the client subscriber and Payroll Champions
“Administering date” means a date with a given number of working days before the client subscribers pay date for confirming pay details
“Authorisation date” means a date with a given number of working days before the client subscribers pay date for confirming payment amounts
“Business day” means a day (excluding Saturdays) on which the banks generally are open for normal banking business
“Client subscribers pay date” means the date the client subscriber requires staff members to be paid
“Commencement Date” means the commencement date for this agreement
“Client subscriber” means an individual, partnership, company, charity or any other organisation, incorporated or otherwise that purchases services from Payroll Champions
“Company” in these Terms and Conditions from time to time Payroll Champions may be referred to as the company
“Fees” means the charges in respect of the services provided by Payroll Champions
“Instruction of service” means the method by which the client subscriber instructs Payroll Champions
“Payroll agent” means the capacity in which Payroll Champions acts on behalf of the client subscriber
“Services” means the services provided by Payroll Champions to the client subscriber as set out in a quotation or proposal
1. THE COMPANY
1.1 Payroll Champions is a registered trading name for Shires Pay Services Limited, a company registered in the UK (company registration no: 10495466) and is part of the Shires Accountants Limited Group also registered in the UK (company registration no: 08857747) registered offices are Checkley Grange, Checkley Lane, Wrinehill, Cheshire CW3 9DA
2. PAYROLL AGENT
2.1 Payroll Champions solely acts in the capacity of “payroll agent” on behalf of client subscribers
2.2 As “payroll agent”, Payroll Champions is not a party to any employment arrangement entered into between a client subscriber and the client subscribers employee and is therefore not responsible for fulfilling any statutory obligation or making any statutory payment that may arise as a consequence of the relationship between employer and employee
2.3 Payroll Champions will only act as payroll agent in respect of a client subscriber’s employees who are resident in the UK and who are UK taxpayers
2.4 Payroll Champions shall only provide a payroll service subject to the prevailing regulations stipulated by HM Revenue & Customs in force from time to time. These include all staff employment regulations and rules governing Director status
2.5 Client subscribers must provide full and accurate information concerning their organisation and staff and Payroll Champions will not be held responsible or bear any liability for any consequences that may arise as a result of any incorrect information presented by the client subscriber
2.6 The client subscribers must provide Payroll Champions with accurate pay information on the administering date which is:
2.6.1 Five (5) working days before the client subscribers pay date for payroll processing only
2.6.2 Eight (8) working days before the client subscribers pay date for full payroll processing (whereas salary payments are made via BACS transfer to the client subscribers staff members on the client subscriber’s behalf Payroll Champions)
2.63 For weekly paid staff client subscribers must provide Payroll Champions with accurate pay information on the administering date which is two (2) working days before the pay date:
2.7 Should the client subscriber need to inform Payroll Champions of any material staff information variations (eg employment arrangements bank account or address changes) these should also be provided by the client subscriber on or by the administering date
2.8 All client subscriber pay information must be recorded on the relevant documentation provided by Payroll Champions
2.9 Where information is provided late or inaccurate by the client subscriber and as such requires Payroll Champions to make changes to the company’s preparations especially where it results in an amount of extra work for Payroll Champions (e.g. in amending client records, reissuing payslips or resubmitting statutory forms to the Inland Revenue etc), Payroll Champions reserves the right to charge additional fees to cover the additional work incurred
2.10 Payroll Champions will only discuss or correspond with the client subscribers nominated payroll representative, Payroll Champions will not discuss payroll queries with individual employees unless specifically requested by the client subscriber in writing
2.11 In the event of a dispute arising between a client subscriber and their employee(s), Payroll Champions will only act on the client subscriber’s instructions. However, factual payroll information will not be unreasonably withheld from an employee as employees have a statutory right to access to their PAYE records
2.12 Payroll Champions reserves the right to counsel a client where a proposed course of action is in or may be in breach of their statutory obligations as an employer, and Payroll Champions may refuse to carry out any such instructions from a client if this is the case
2.13 Payroll Champions will only process pay information received client subscribers nominated payroll representative and will not be held liable for any inaccurate processing or payments cause by the provision of in accurate information or computations
2.14 In the course of full pay services Payroll Champions will only process pay information received from the client subscribers nominated payroll representative, Payroll Champions will process the payroll and provide a copy of the processed information to the nominated payroll representative for authorisation
2.15 The client subscriber must notify Payroll Champions in writing of the name of the authorised person (or persons) able to inform Payroll Champions of changes to either employee personal data or payroll processing data, and also of the person (or persons) who is authorised to approve the BACS transfers
2.16 Payroll Champions will not bear any responsibility for HMRC penalties or interest charges that may arise as a consequence of failure on a client subscribers part to make income tax or National Insurance liability payments due by dates notified to that client subscriber either by Payroll Champions or by the HMRC
2.17 Payroll Champions will not bear any responsibility for HMRC penalties or interest charges that may arise as a consequence of the client subscriber’s failure to make information available to Payroll Champions which would affect or delay the submission to HMRC of statutory returns by the relevant due dates
2.18 Payroll Champions will not accept liability for any overpayment or underpayment of wages incurred as result of an error in processing it is the client subscriber’s responsibility to instruct Payroll Champions to pay rates and payment recipients. It is further the client subscriber’s responsibility to check payslips received from Payroll Champions to ensure that the client subscribers instructions have been correctly processed
2.19 Payroll Champions will not liable for any loss or damages, directly or indirectly arising from the failure of any party to receive information where such failure is due to electronic transmission, the postal service or software failure or any other circumstances over which Payroll Champions has no direct control, Client Subscribers are requested to contact Payroll Champions if information they are expecting has not been received within a satisfactory time scale or before any due date deadline
2.20 Where salary payments are made by BACS transfer on the client subscriber’s behalf all amounts payable to staff, HMRC and other relevant third parties must be as cleared funds in the nominated bank account of Payroll Champions by the final authorisation date which is no later than three (3) working days prior to the client subscribers pay date
2.21 Payroll Champions will not process any BACS transfer received from a client subscriber until it has received authorisation in the prescribed form from the client subscribers nominated payroll representative, Payroll Champions will not be held liable for late payment of employees caused through late authorisation
2.22 Where salary payments are made by BACS transfer on the client subscriber’s behalf the client subscriber must inform Payroll Champions in writing on the relevant company paperwork of any changes to its payroll by the administering date, should any changes be required following this date Payroll Champions will endeavour to make the said changes but will not be held liable for any payments made in error where the error is caused by late notification by the client of changes to the payroll
2.23 Payroll Champions will not bear any responsibility for retrospective HMRC penalties or interest charges or any liability that may become due as a consequence of retrospective late-filing or a declaration prior to our appointment
2.24 Payroll Champions will make every reasonable effort to ensure that client subscribers are aware of the Tax and National Insurance implications of their proposed or actual employment arrangements under the PAYE system however, Shires Pay Service will not bear any responsibility for liabilities that may arise out of a client’s unfamiliarity with how the PAYE system operates or the client subscriber’s individual employment arrangements
2.25 Payroll Champions under the scope of this agreement provides payroll processing services and does not provide a tax advisory service and as such will not be held responsible for any additional tax or national insurance liability incurred as a consequence of the client subscriber’s failure to take or follow professional advice
2.26 Payroll Champions are able to provide client subscribers with tax and accountancy advice at an additional cost and must be agreed outside the scope of this agreement
2.27 From time to time Payroll Champions may introducing third party providers of services to the client subscriber, at such time the client subscriber will be informed that such organisation is not controlled by or otherwise connected to Payroll Champions. It is the client subscriber’s responsibility to ascertain whether the said organisation is suitable for the client subscribers needs, Payroll Champions will not accept liability for any loss or damage, direct or indirect, arising as a result of any advice given by any other organisation working with or introduced by, but not within the control of Payroll Champions
3. AGREEMENT TERM
3.1 The agreement term shall be for a minimum period of twelve (12) months commencing from the first week or month of tax records maintained on behalf of the client subscriber and shall continue until 31 March proceeding the initial 12 months
4. RENEWAL
4.1 The agreement shall be automatically renewed at the expiry of the initial twelve-month period unless terminated by the client subscriber by giving a minimum of three months’ notice in writing prior to the end of the initial Agreement term.
5. TERMINATION
Should the client Subscriber wish to terminate this agreement they may do so at any time and at any point during the agreement term, but would be liable to the company for:
5.1 All services performed and or provided by the company as at the date of termination
5.2 All materials used and for any third-party goods and services supplied in connection with the provision of the Services
5.3 All outstanding contractual liability as under clause 3
5.4 Outstanding liability shall be calculated on the basis of:
5.41 an average of previous monthly service costs multiplied by the number of contracted months outstanding to the end of the agreement or
5.42 any documents confirming the company’s average monthly service charges multiplied by the number of anticipated staff members and the number of contracted months outstanding to the end of the agreement
Payroll Champions may terminate this agreement forthwith if:
5.5 the client subscriber is in breach of any of its obligations or terms of this agreement
5.6 the client subscriber has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986
5.7 the client subscriber has entered into liquidation whether compulsory or voluntarily or compounds with its creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets
5.8 the Client ceases or threatens to cease to carry on business
5.9 any circumstances whatsoever beyond the reasonable control of the company (including but not limited to the termination of the service through no fault of the Payroll Champions) arise that necessitate for whatever reason the termination of the provision of services.
5.10 In the event of termination under clause 5.1 Payroll Champions shall retain any sums already paid to Payroll Champions without prejudice to any other rights they may have under UK law or otherwise.
6. FEES AND PAYMENT
6.1 The company shall calculate its service cost based on its prior agreed service rate(s) and or a fixed weekly or monthly service charge(s)
6.2 The client subscriber agrees to pay the fee rate(s) and or a fixed weekly or monthly service charge in accordance with the terms of this agreement
6.3 The company shall be entitled to recover from the client subscriber any reasonable prior agreed incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the services provided for the client subscriber
6.4 Any additional costs for additional services provided to the client subscriber will be confirmed by the company in writing prior to the undertaking of such services
6.5 The company shall invoice the client subscriber at the end of each calendar for the services it has provided to the client subscriber in the given month unless otherwise agreed in writing
6.6 Payments to the company in pursuant to this Agreement and or the company’s invoice shall be made within 30 days of the date of the relevant invoice
6.7 Settlement of the company’s invoice shall be deemed as cleared funds in the company’s nominated bank account
6.8 Payment must be in made British Pounds Sterling
6.9 The client subscriber or their appointed agent(s) may not set-off, withholding or make any deduction to the company’s invoice except as required to deduct or withhold by law
6.10 Should the client subscriber fail to make payment to the company by BACs transfer by the invoice due date the company reserves the right to suspend all or any of its payroll services being provided at that time
6.11 Payroll Champions will not accept any liability or bear any responsibility for any consequences arising from the suspension of the payroll service
6.12 The company may, without prejudice to any to any statutory provision, charge the client subscriber interest on a daily basis at an annual rate equal to the aggregate of 4 per cent above the base rate of the Bank of England for each day the client subscriber fails to make any payment on the due date in respect of the company’s invoice(s) and or any other sum due under these terms and conditions such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement that may be orded
6.13 Where a client appoints Payroll Champions to conclude and calculate retrospective employment liability Payroll Champions will invoice the client subscriber separately for this work and will require the invoice to be paid prior to commencement of this work
6.14 Payroll Champions is only able to receive payment of client subscriber invoices for services rendered by bank BACs transfer to the company’s nominated bank accounts
6.15 Should the client subscriber require to make payment via cheque Payroll Champions shall be entitled to add a minimum charge of £1.50 per cheque to cover its additional bank charges
6.16 Payroll Champions cannot accept cheque payment from client subscribers that require full payroll processing services for staff pay
6.15 All sums payable by the client subscriber may be subject to VAT.
7. RETENTION OF RECORDS
7.1 In order for Payroll Champions to provide its services it will collate information from the client subscriber and others that may be acting on the client subscriber’s behalf
7.2 Upon request, the client subscriber must make available to Payroll Champions and in a reasonable time scale, all records and documents that the company may need to supply Services to the client subscriber. It is the client subscriber’s responsibility to ensure that such information is accurate and complete and not misleading or fraudulent
7.3 Whilst certain documents may legally belong to the client subscriber, Payroll Champions reserve the right to correctly dispose of any correspondence and other papers that are stored by Payroll Champions and the client subscriber must inform Payroll Champions in writing if they require retention of a particular document
7.4 It is the client subscriber’s sole responsibility to keep copies and or retain any information and records statutory or otherwise for the required regulatory period
7.5 In the event of non-payment of Payroll Champions invoice(s) rendered, Payroll Champions may exercise a right of lien over the information and records in the company’s possession and withhold such until payment of the company’s invoice is received in full
7.5 Payroll Champions reserve the right to charge a storage fee in respect of any documents retained on the client subscriber’s behalf
8. VARIATION AND AMENDMENTS
8.1 Payroll Champions reserves the right to alter, amend and reissue the Terms and Conditions under which it provides its service including but not limited to changes in UK or European Union tax or employment law or as a result of issues that arise in the course of providing a service to its client subscribers
8.2 Payroll Champions reserves the right to increase its charges on an annual basis such increases will be to a maximum 10 percent unless changes to UK or European Union tax legislation or employment law permit amended charges
9. DATA PROTECTION
9.1 The handling and processing of personal data by Payroll Champions complies with the Data Protection Act 1998.
9.2 Payroll Champions will hold hard and electronic copies of all client subscriber and staffing information which will be securely protected against unauthorised entry.
9.3 Payroll Champions observes a strict duty of confidentiality and will not disclose information held to any person without the client’s consent unless compelled to do so by law
10. INSTRUCTION OF SERVICE
10.1 This agreement and the terms and conditions herein shall come in to effect upon the client subscriber’s instruction to the company to undertake work in the capacity of payroll services or continued instruction as clause 4.1.
10.2 The client subscriber’s instruction may be in the manner of verbal or written confirmation in the form of email, post or facsimile
10.3 Such instruction shall be deemed by any of the follows actions by the client subscriber:
10.2.1 a written request or instruction to undertake payroll services
10.2.2 the presenting of papers to the company with an intent for the company to undertake payroll services
10.4 The client subscriber confirms that he/she has all the necessary powers and have obtained all the necessary authorisations, consents and approvals to enable the client subscriber to enter into this agreement in a valid and lawful manner
11. FORCE MAJEURE
11.1 Neither the company nor the client subscriber shall be liable to the other or be deemed to be in breach of this agreement by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Services, if the delay or failure was due to any cause beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control:
11.2 Act of God, explosion, flood, tempest, fire or accident;
11.3 War or threat of war, sabotage, insurrection, civil disturbance or requisition;
11.4 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
11.5 Import or export regulations or embargoes;
11.6 Strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of either the company or the client subscriber or of a third party);
11.7 Difficulties in obtaining raw materials, labour, fuel, part or machinery;
11.8 Power failure or breakdown in machinery
12. MONEY LAUNDERING REGULATIONS
12.1 Payroll Champions, is registered with HMRC under the Money Laundering Regulations 2007, and is required to, and will comply with all legislation and appropriate guidelines designed to combat money laundering activity and the funding of terrorist or criminal activity in the jurisdictions in which it operates. Shires Payroll Services is required under the rules of the HMRC and the provisions of the Money Laundering Regulations 2007 to verify the identification of its clients. For this purpose, the client must agree to provide the documents and information that may be required to comply with the Payroll Champions procedures
13. NOTICES AND SERVICE
13.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by sending via pre-paid registered post, reply email or facsimile transmission no other comparable means of communication will be accepted
13.2 Any notice or information given by post in the manner provided by clause 12.1 which is not returned to the sender as undelivered shall be deemed to have been given on the third day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given
13.3 Any notice or information sent by post, e-mail, facsimile transmission or comparable means of communication shall be deemed to have been duly given on the date of transmission provided that a confirming copy of it is sent to the other party 24 hours after transmission
13.4 Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing such document to be delivered to the other party at its registered or principal office, or to such other address as may be notified to one party by the other party in writing from time to time
14. WAIVER
14.1 No waiver by the company of any breach of these terms and conditions by the client subscriber shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of this agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which the waiver is given
14.2 No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of or the exercise of any other right, power or privilege
15. SEVERANCE
15.1 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected thereby
16. LIABILITY
16.1 Except in respect of death or personal injury caused by the company’s negligence, the company will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the company servants or agents or otherwise) in connection with the performance of this contract or with the use by the client subscriber of the services supplied
16.2 The client subscriber shall indemnify the company against all damages, costs, claims and expenses suffered by the company arising from loss or damage to any equipment (including that of third parties) caused by the client subscriber or its agent or employees
16.3 The company shall not be liable to the client subscriber or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the company’s obligations if the delay or failure was due to any cause beyond the company’s reasonable control
16.4 Where the client subscriber consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a client subscriber shall be joint and several obligations of such persons
17. ENTIRE AGREEMENT
17.1 This agreement constitutes the entire agreement between the Payroll Champions and the client subscriber with respect to its subject matter
17.2 This agreement supersedes all previous agreements and understandings between the parties and each party acknowledges that, in entering into this agreement, it does not do so on the basis of or in reliance upon any representations, promises, undertakings, warranties or other statements (whether written or oral) of any nature whatsoever except as expressly provided in this agreement
18. APPLICABLE LAW AND JURISDICTION
18.1 These terms and conditions shall be governed and construed in accordance with English and Welsh law and the parties shall submit to the non-exclusive jurisdiction of the English and Welsh courts.