1.1 What these terms cover
These are the terms and conditions on which we supply our payroll and/or pension managed services as specified in your schedule of works.
1.2 Why you should read them
Please read these terms carefully. These terms tell you who we are, how we will provide the services to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
1.3 These are standard terms and conditions of service
These terms constitute the standard terms and conditions between you and us. You will also receive a separate schedule of work that details the specifics of our appointment with you and the associated costs. In agreeing to our terms and conditions along with our schedule of work, you acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
2.0 Service Provider
2.1 Who we are
We are Pay Academy Limited a company registered in England and Wales. Our company registration number is 5279890 and our registered office is at Prosperity House, 121 Green Lane, Derby, DE1 1RZ
2.2 How to contact us
2.3 ‘Writing’ includes emails
When we use the words ‘writing’ or ‘written’ in these terms, this includes emails.
3.0 The Service
We will act in the capacity of a “payroll agent” on your behalf. You will be asked to appoint us as your agent with regard to payroll matters with HMRC and also with the Pensions Regulator (subject to our commitments under the schedule of works). The extent of our role as a payroll agent is strictly limited to liaising and communicating with HMRC on your behalf and nothing in this agreement is intended to or shall operate to authorise us to otherwise act in your or your employees’ name or on behalf of or otherwise to bind you or your employees in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
In the event of a dispute arising between yourself and your employee, we will act on your instructions. However, factual payroll information will not be unreasonably withheld from an employee who has, in any case, a statutory right of access to their PAYE records. We also reserve the right to advise you where we believe your proposed course of action is in breach of your statutory obligations as an employer, and refuse to carry out any such instructions from you if this is the case.
3.3 Penalties and charges
We will not bear any responsibility for penalties or interest charges that may arise as a consequence of a failure on your part to make timely and complete payments to HMRC and to your pension provider. Nor will we be held responsible for late submission of payroll or pension information as a consequence of your failure to make necessary information available to us. While we will make all reasonable efforts to make you aware of the tax and national insurance implications of your proposed or actual employment arrangements under the PAYE system, we will not bear any responsibility for liabilities that may arise out of your lack of understanding of payroll matters or your failure to properly consult us. We will not be held responsible for any additional liabilities incurred as a consequence of your failure to follow advice given by us.
3.4 Additional services
Where you require additional services, these will be charged at an agreed rate before work commences and/or as outlined in the schedule of work.
Where information concerning changes in employment arrangements is provided late by you and especially where this results in a significant amount of extra work, we reserve the right to charge an additional fee to cover the work involved.
If your circumstances change resulting in a significantly increased amount of payroll work we reserve the right to re-negotiate the fees and scope as shown in the schedule of work.
3.5 Settlement of fees
We raise invoices for work done monthly in arrears. Monies will be collected via a direct debit agreement on the 20th of the month. If the direct debit fails to collect and monies due are not presented by an alternative means we may suspend our payroll services. We will not accept any liability or bear any responsibility for any consequences arising from the suspension of our service.
3.6 Third parties
We 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 Pay Academy Limited. We will, when introducing any third party provider of services to the client, bring to your attention that such organisation is not controlled by or otherwise connected to us. It is your responsibility to ascertain whether such organisation has indemnity insurance for the service that it provides.
3.7 Residence and domicile
We will only act as payroll agent in respect of employees who are resident and domiciled in the UK and who are UK taxpayers and our services and role as payroll agent will immediately terminate in respect of any employee at such time as that employee is no longer deemed to be resident or domiciled in the UK or ceases to be a UK taxpayer.
4 Your obligations
4.1 You shall:
4.1.1 keep your passwords secret and safe and use all reasonable endeavour to prevent any unauthorised access to, or use of, the payroll services and, in the event of any such unauthorised access or use, promptly notify us;
4.1.2 provide us with written notice of any changes in information or details in relation to your payroll by the dates notified to us and agreed with us at the commencement of your contract or as subsequently amended with our written approval;
4.1.3 provide full and accurate information concerning your company and staff. We will not be held responsible or bear any liability for any consequences that may arise as a result of any incorrect information provided by a client;
4.1.4 give clear instructions and provide us promptly (or as soon as practicable, with nothing withheld) all relevant, truthful, factual information and documentation as reasonably required by us for the purposes of providing the payroll service, and
4.1.5 appoint a “Nominated Payroll Administrator” and provide us with written confirmation of this person’s name, telephone number and email address. The Nominated Payroll Administrator shall be the point of contact between you and us. Any change of Nominated Payroll Administrator shall be notified to us in writing. We will not discuss payroll queries with your employees unless the Nominated Payroll Administrator has given us written consent and confirmation that we may do so.
5.0 Client data
5.1 Ownership of client data
You shall own all right, title and interest in and to all of the data inputted by you (or by us on your behalf) for the purpose of using the payroll and pension services and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such data.
5.2 Loss or damage of client data
In the event of any loss or damage to any such data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavour to restore the lost or damaged data from the latest back-up maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of data caused by any third party.
5.3 Processing personal data
In order for us to process personal data on your behalf and fulfill our obligations in providing the services, we agree that you shall be the data controller and we shall be a data processor and in any such case:
5.3.1 you acknowledge and agree that the personal data may be transferred or stored anywhere within the EEA in order to carry out the services;
5.3.2 you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf, and
5.3.3 you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.
5.4 Protecting your data
We will ensure that your personal data is protected against unauthorised or unlawful processing and against accidental loss or destruction or damage by the operations of our Data Protection Policy which can be made available to you upon request. The Policy covers the following key areas of data protection:-
5.4.1 security of office premises, processing equipment, backup procedures and cloud facilities;
5.4.2 staff training and confidentiality agreement;
5.4.3 Erasure policy,
5.4.4 data retrieval, rights to access data and reporting of data to both you and to your employees;
5.4.5 procedures for identifying and reporting breaches; and
5.4.6 impact assessments
5.5 Use of personal data
We will use the personal information you provide to us:
5.5.1 bto supply the services to you;
5.5.2 to process your payment for the services;
5.5.3 to process the pay run payments in respect of your business’s payroll;
5.5.4 to provide any additional services as laid down in the schedule of works; and
5.5.5 to give you information via email about legislation changes, changes to our service offering and other topical information. You will have the right to opt-out of this at any time.
5.6 Release of personal data
We will only release your personal information to other third parties where the law requires it and when we are allowed to do so in order to fulfill our service obligations to you.
6.0 Other matters
We reserve the right to increase our fees and otherwise alter, amend and re-issue these terms and conditions including but not limited to as a result of changes in UK or European Union tax or employment law or as a result of issues that arise in the course of providing our service to you. You will be notified in advance of any fee increases and other changes to our terms and conditions. No variation of these terms by you shall be effective unless it is agreed by us in signed writing.
6.2 Money laundering regulations
We are registered with HMRC under the Money Laundering Regulations 2007. Pursuant to these regulations, we are 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. We are required under the rules of HMRC and the provisions of the Money Laundering Regulations 2007 to verify the identification of our clients. For this purpose, you must agree to provide the documents and information that may be required to comply with our procedures.
6.3 Termination All Pay Academy Limited
instructions will run for the duration of the current tax year with services terminating on the final payroll submission of the relevant tax year.
6.4 Governing law
These terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims).