Terms & Conditions

BUSINESSPAYE PAYROLL BUREAU TERMS AND CONDITIONS OF BUSINESS

(2015 Edition)

The following terms and conditions of business (“Terms and Conditions”) apply to the provision by Domestic Tax Limited (the ‘Company’) of a payroll bureau service (the ‘Service’) to those third parties who shall accept these Terms and Conditions for the provision of the Service (the ‘Client’).

Recital

The Company shall provide the Service whereby the Client shall provide information on the Client’s employees to the Company to enable payroll computations, to include gross pay, net pay and voluntary deductions to be calculated by the Company. Such calculations shall then be sent back to the Client via e-mail and post.

TERMS AND CONDITIONS OF BUSINESS

1. CLIENT OBLIGATIONS

1.1           The Client must accurately provide, via e-mail or post, for each paid employee:

i.              All hours for payment relevant to the period to be paid.

ii.             All new starter details.

iii.            All leaver details.

iv.            All holiday pay details.

v.             All sick pay details including dates of sickness.

vi.            Any changes to personal details e.g. address, bank details.

vii            P45`s/P46’s for new employees.

viii.          Medical notes.

ix.            Maternity forms (MATB1).

x.             Any Court Orders to be observed.

no later than 5 working days before the Client requires net pay data/banking file upload throughout the duration of the provision of the Service by the Company.

1.2 The Client must, upon receipt from the Company, check all payslips and reports to ensure accuracy of the data processed by the Company. Any errors should immediately be notified to the appropriate administrator within the Company’s payroll bureau team.

1.3 The Client hereby confirms the appointment of the Company as its agent for the purpose of processing the Client’s employee payroll and dealing with any applicable third parties including (by way of example and not subject to any limitation) HM Revenue & Customs (‘HMRC’) to whom real time information shall be provided as required by HMRC, provided always that the Company, in acting as such agent, shall not incur (without prejudice to any other provisions of these Terms and Conditions) any liability to any employees of the Client or any other third parties in any capacity whatsoever whether as agent or principal.

2. COMPANY OBLIGATIONS

2.1 The Company will check to confirm that the Client has submitted all data due to be processed for each relevant period.

2.2 The Company will contact the Client by telephone or by any other reasonable means if data has not been received from the Client by the agreed time and will seek to ensure all relevant data is received after prompting the Client to submit.  If the Client is unable to access their computer, or there is any other reason that prevents the transfer of data, then the Company will seek any other reasonable means available to obtain the Client’s data for processing, i.e. by phone or by fax.

The Client’s data for the relevant period will be transferred by the Company onto the payroll system by no later than two working days before the Client requires net pay data/banking file upload.

2.3 The Company will, as appropriate, process the Client’s data through the Company’s payroll system:

i.              Gross to Net Calculations including all statutory and voluntary deductions, to produce Net Pay.

ii.             Produce Standard Reports for (a) Payslips (b) Gross to net analysis report by individual (c) Monthly HMRC report for PAYE/NIC due (P32).

2.4 All payroll reports including payslips will be sent electronically to the Client via e-mail for verification purposes by no later than two working days before the Client requires net pay data/banking file upload, following provision no later than 5 working days before the Client requires net pay data/banking file upload of the relevant data by the Client.

2.5 Queries from the Client arising from the processed data and reports will be dealt with in a timely manner by the Company’s payroll bureau team.

2.6 The Company shall comply with HMRC’s real time (RTI) reporting requirements on behalf of the Client.

2.7 All tax year end processing will be returned electronically to HMRC and paper P60s will be sent to the Client by the due date as set by HMRC.

2.8 The Company will treat all employee data received from the Client in strict confidence, with full reference to applicable data protection legislation.

2.9 The Company will only respond to queries from the Client, HMRC or third parties which are relevant to the processing and administration of the Client’s payroll.

3. SERVICE AVAILABILITY

The Service will not be available to the Client at weekends, public holidays or other dates as advised by the Company by way of example but not limited to the period popularly referred to as the Christmas break.

 4. PAYMENT FOR SERVICES

4.1 The charge to the Client for the Service will be as per our website www.businesspaye.co.uk.

4.2 Payment of the Company’s invoice by the Client will be net for settlement or otherwise within 30 days.

4.3 If any payment is not received by the Company when due, or where a cheque or standing order or direct debit is not met, the Company may at its discretion refuse to provide all or any part of the Service unless and until payment is satisfied.

4.4 If any money due remains unpaid for more than 60 days, all liability of the Company to the Client will cease and the provision of the Service will (without prejudice to any liability on the part of the Client to the Company) be deemed cancelled.

4.5 The Company shall have the right to increase the charges made to the Client for the Service on at least an annual basis or as determined by the Company where necessary to reflect market rates or other relevant factors.

5. TERM AND TERMINATION

5.1 The duration of these Terms and Conditions shall be as agreed between the Company and Client from time to time, but shall be for a minimum of six calendar months. Once the initial six calendar month duration has been completed then the agreement between the Company and the Client can be terminated by either party so long as one month’s written notice is provided by the terminating party to the other.

5.2 Either party may forthwith terminate this agreement by written notice to the other in any of the following events:-

5.2.1 If any other party commits a material breach of these Terms and Conditions or any agreed schedule/agreement between the parties and where such breach is capable of remedy, fails to remedy such breach within 30 days from the service on the other of a written notice specifying the breach and requiring it to be remedied; or

5.2.2 If the Client is a Company and there is a “Company Insolvency Event” which shall mean in relation to a Company that:

5.2.2.1 it is deemed unable to pay its debts as defined in Section 123 of the Insolvency Act 1986 (the “Insolvency Act”) or

5.2.2.2 a proposal is made for a voluntary arrangement under the Insolvency Act or a petition is presented for an administration order under the Insolvency Act or an application is made for the appointment of an administrator or any such petition or application is contemplated or resolved or a receiver or an administrative receiver or manager is appointed whether under the Insolvency Act or otherwise or

5.2.2.3 it goes into liquidation as defined in Section 247(2) of the Insolvency Act other than a voluntary winding-up solely for the purpose of amalgamation or reconstruction whilst solvent or

5.2.2.4 a provisional liquidator is appointed under Section 135 of the Insolvency Act or

5.2.2.5 a proposal is made for a scheme of arrangement under Section 425 of The Companies Act 1985

If the Client is an individual or individuals and there is an “Individual Insolvency Event” in respect of an individual which shall mean in relation to an individual that:

5.2.2.6 an application is made for an interim order or a proposal is made for a voluntary arrangement under the Insolvency Act or

5.2.2.7 a bankruptcy petition is presented to the Court or circumstances of the Borrower are such that a bankruptcy petition could be presented under Part IX of the Insolvency Act or

5.2.2.8 the Client enters into any form of deed of arrangement or compromise with any creditors.

5.3 The termination of these Terms and Conditions on whatever basis shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to any party.

5.4 In the event of the termination of these Terms and Conditions the Company and the Client shall co-operate with each other as necessary and on as prompt a basis as possible to ensure the smooth handover of all relevant information in relation to the Client’s payroll provided always that the obligation on the part of the Company hereunder shall not apply unless and until all payments due to the Company from the Client in relation to the provision of the Service shall have been settled and any other obligations on the part of the Client to the Company hereunder complied with.

 6. LIABILITY

The Company undertakes to process all data provided by the Client as per the obligations within these Terms and Conditions, however, if errors occur during the processing of this data either by negligence or mistake on the part of the Company the Company will not accept liability for overpayment or underpayment of wages incurred as a result of this error howsoever arising. It is the responsibility of the Client to check the payroll reports received from the Company to ensure that the specific net pay or gross pay sum they have stipulated is shown.

7. CONFIDENTIAL INFORMATION

Neither the Client nor the Company shall disclose the know-how and/or trade secrets of the other party, nor use such information otherwise than for the permitted purposes of the Service.

 8. INTELLECTUAL PROPERTY RIGHTS

The Company shall retain all ownership, copyright and other intellectual property rights in everything developed, designed or created in relation to the provision of the Service, including, but not limited to, systems, methodologies, software, know-how and working papers.

 9. ASSIGNMENT

Neither the Client nor the Company shall be entitled to assign the benefit or delegate the burden of these Terms and Conditions (whether in whole or in part) without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed provided that such consent will not be required in the case of an assignment by any party to another group undertaking of that party.

 10. GENERAL

10.1 No variation to these Terms and Conditions shall be effective unless recorded in writing and duly-signed by each of the parties.

10.2 Any internal or external communications made by either party in relation to these Terms and Conditions shall be agreed in advance between the parties.

 11. NOTICE

Any notice or other communication given under these Terms and Conditions or any agreement between the parties shall be given in writing and shall be deemed to have been duly served on if it is hand delivered at the registered office or place of business of that party (with delivery deemed to have received immediately at time of delivery) and signed for on behalf of the receiving party or posted pre-paid first class post to the registered office (with delivery deemed to have been received two business days following posting).

 12. WAIVER

No delay or failure by either party in exercising or pursuing any claim right or remedy arising under these Terms and Conditions and any agreed agreement between the parties or from any breach by a party of any of its obligations shall operate or be construed as a waiver thereof. The rights and remedies provided by these Terms and Conditions may only be waived by written agreement between the parties.