OPERATING CONDITIONS – PART VIII
PAYROLL SERVICE CONDITIONS
In this Part, unless the context otherwise requires, the following expressions have the following meanings:
those items indicated by you when submitting Time Sheet Data or required by law to be added to a Worker's Wages including:
(i) any expenses or allowance at the rate specified by you;
(ii) any discretionary sick pay;
(iii) where agreed with you, any holiday pay due to a Worker:
(iv) any enhanced maternity or paternity pay; and/or
(v) any bonus arrangement or shift premium
those items indicated by you when submitting Time Sheet Data or required by law to be deducted from a Worker’s Wages, including:
(i) PAYE (net of any tax credit);
(ii) employee's national insurance contributions;
(iii) amounts to be paid to third parties pursuant to any Court order or deduction from earnings order of the Child Support Agency;
(iv) any tax withheld in accordance with the Construction Industry Scheme;
(v) any prior overpayment including any advance of Wages; and/or
(vii) any repayment of a student loan.
“Payroll and Billing Data”
all standing information required by us to make payments to Workers and to invoice Customers, such as names, addresses and bank account details.
all Wages, Statutory Entitlements, Additional Payments, Deductions paid to a third party and employer’s national insurance plus VAT, where applicable.
all documents and information provided by you to us to enable us to provide the Payroll Service.
any wage slip, P45 or P60.
the service referred to in condition 3 of these Operating Conditions - Part VIII.
any statutory sick pay, statutory maternity or paternity pay or statutory adoption pay payable to a Worker in accordance with the Social Security Contributions and Benefits Act 1992.
records of the units of time worked by any Temporary Worker that have been authorised by the Customer.
“Time Sheet Data”
the data entered by you through the Website onto our computer system detailing:
(i) the pay and charge rates agreed by you with Temporary Workers and Customers (respectively);
(ii) the salary or rate of pay of any Worker and (if relevant) the number of hours worked;
(iii) the units of time worked by each Worker;
(iv) any Additional Payments or Statutory Entitlements due to a Worker;
(v) any Deductions to be made from a Worker's Wages;
amounts payable to a Worker calculated as set out in condition 3.1.3 of these Operating Conditions - Part VIII.
a Temporary Worker or any person employed by you or whose services are engaged by you in respect of whom we agree to provide the Payroll Service.
“Time Sheet Report”
the report generated by us from the Time Sheet Data showing, amongst other things, the rate and hours to be invoiced to a Customer and paid to a Worker.
- In this Part, unless the context otherwise requires, the following expressions have the following meanings:
PERIOD FOR WHICH PAYROLL SERVICE TO BE PROVIDED
- We will provide the Payroll Service to you for so long as we provide a Facility to you. If the Facility is terminated, the Payroll Service will automatically be terminated.
- You may terminate this Payroll Services at any time after you have notified us of any failure by us to provide the Payroll Service to the standard reasonably expected by you and we have failed to remedy that failure within 20 Working Days.
- Any termination of the Payroll Service will not affect any accrued rights or remedies either of us may have against the other either under this Agreement or at law.
- maintain all Payroll and Billing Data, including details of each Worker’s name, address, and tax code;
- operate a unique reference number for each Worker;
- as soon as reasonably practicable after you have entered the Time Sheet Data, calculate the gross and net amounts due to each Worker and all other Payroll Costs from that data (and any Time Sheets);
- make arrangements with the appropriate government body for the reimbursement of any Statutory Entitlements paid to a Worker;
- send the Payroll Documents for each Worker to you or, if agreed, directly to each Worker;
- provide reports recording Payroll Data and Time Sheet Data entered by you and processed by us and management reports detailing such data.
- produce P45s and, provided this Agreement has not been terminated before the relevant date, P60s for each Worker;
- deal with first level PAYE enquiries from HM Revenue and Customs, the Child Support Agency and any other relevant government department, agency or person who has received payment;
- deal with and make any first level enquiries from any Pension Provider regarding the calculation and manner of payment of any pension contributions;
- deal with first level enquiries from Workers regarding their Wages;
- provided that this Agreement has not been terminated before the relevant date, submit your annual tax return (P35) in respect of those Workers for whom we provide the Payroll Service;
- maintain all statutory records in relation to Payroll Costs required by law to be maintained;
- in respect of those Workers for whom we provide the Payroll Service, file all PAYE and national insurance information in respect of that Worker’s Wages with HM Revenue and Customs;
- if agreed by us, arrange for all wage slips issued by us (and if you are a Payroll Finance Client, all Invoices raised by us) on your behalf to bear your corporate logo or other branding notified by you to us from time to time;
exercise the same degree of care as we employ in respect of our own confidential information to keeping the Payroll Data confidential, but you acknowledge that:
- Payroll Data will be made available to our employees, sub-contractors and consultants and also to Pension Providers in order for us to provide the Payroll Service;
- Payroll Data may be provided by us to your auditors, HM Revenue and Customs, any court, governmental body or regulatory authority with a right, duty or obligation to receive such Payroll Data; and
- we are not responsible for the confidentiality of any Payroll Data which is in the public knowledge when it is supplied to us or which comes into the public knowledge through no fault of ours.
- We will:
- provide complete and accurate Payroll and Billing Data through the Website onto our computer system;
- provide complete and accurate Time Sheet Data by the deadlines specified by us, including details of new Workers, new Customers and amendments to Payroll Data relating to Workers and Customers;
- promptly respond to any queries raised by us when validating any Time Sheet Data;
- provide us with details of your tax office, reference number and any other information reasonably required by us to comply with our and your statutory obligations to HM Revenue and Customs;
- execute any authorisation required by HM Revenue and Customs to enable us to provide the Payroll Service and any Payroll Finance Facility;
- provide us (or you will procure any Pension Provider will provide us) with details of any pension scheme to which employee or employer pension contributions are to be paid on behalf of Workers;
- confirm (or you will procure any Pension Provider will confirm) the level of such employee and employer pension contributions, expressed as a percentage of pensionable earnings and confirm the basis upon which pensionable earnings are to be calculated for this purpose;
- promptly notify us (or you will procure any Pension Provider will promptly notify us) whenever any Worker is automatically enrolled into a qualifying scheme under section 3(2) of the Pensions Act 2008 or opts out of such a scheme under Regulation 9 of the Occupational and Personal Pension Schemes (Automatic Enrolment) Regulations 2009;
- only enter the Time Sheet Data for those Workers for whom a unique reference number is available;
- retain duplicate copies of all Timesheets, signed Validation Reports and any other Payroll Data which a Customer may require to settle an Invoice or a Worker may require to verify his Wages or HM Revenue and Customs may require for any reason and insure such documentation/information against loss or damage;
- retain all such records as are required by Part 1 of the Pensions Act 2008;
- inform all Workers of the nature and scope of our involvement in the provision of the Payroll Service and Payroll Finance Facility and obtain all necessary consents from such Workers.
- You hereby authorise us to liaise with any Pension Provider in relation to any pension contributions payable in respect of a Worker and to share with such Pension Provider and receive from it as your agent such information as may be necessary for us to provide the Payroll Services and any Payroll Finance Facility.
- You will:
You warrant to us that:
- all Payroll Data provided by you to us is true and accurate in all material respects and does not omit any information or documentation required by us to provide the Payroll Service;
- you have obtained all consents required under the DPA and any other relevant legislation from Workers and any other person to transfer Personal Data to us and to enable us to perform the Payroll Service and provide the Payroll Finance Facility;
- any Payroll Document or other documentation produced by us in connection with this Payroll Service or any Payroll Finance Facility will not infringe any service mark, trade mark, design right, goodwill, trade or business name rights copyright or other rights of any third party;
- prior to the Start Date you did not have any Permanent Staff who spent all or the majority of their time performing those tasks which we will perform under this Agreement.
- You warrant to us that:
You will indemnify us against all actions, proceedings, costs, claims, demands, awards, fines, orders, expenses and liabilities whatever (including legal, other professional fees and expenses and management time which is spent by us charged at such rate we shall reasonably determine) whenever arising or brought, arising directly or indirectly in connection with:
- any action or claim by any Temporary Worker or former Temporary Worker against us;
- any action or claim by any current or former employee of yours who was (or considers that he or she) was dismissed or suffered a detriment as a consequence of you entering into this Agreement;
- any action or claim by any employee or former employee of yours that their employment should have transferred or did transfer to us pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“the Regulations”) by virtue of you entering into this Agreement and/or any action or claim by any employee or appropriate representative (as defined in the Regulations) that there has been a failure to inform and consult with any employee or appropriate representative as required by the Regulations;
- any breach of the DPA by us or any breach of terms relating to the DPA by us which in either case is due to or arises from Workers not providing their informed consent to the processing of their Personal Data to provide the Payroll Services in accordance with this Agreement; and
- any breach by you of the undertakings and warranties given by you to us in these Operating Conditions - Part VIII.
- You will indemnify us against all actions, proceedings, costs, claims, demands, awards, fines, orders, expenses and liabilities whatever (including legal, other professional fees and expenses and management time which is spent by us charged at such rate we shall reasonably determine) whenever arising or brought, arising directly or indirectly in connection with:
EXCLUSION OF LIABILITY
- We may from time to time alter the Payroll Service in any way which does not materially alter the nature or quality of the service provided by us or in order to comply with any changes in the law.
- Save in respect of claims for death or personal injury arising from our negligence, we will not be liable for any damages resulting from loss or use of Payroll Data, lost profits, loss of anticipated savings nor for any damages that are an indirect or secondary consequence of any act or omission by us whether such damages were reasonably foreseeable or actually foreseen.
Save in respect of claims for death or personal injury arising from our negligence, our maximum liability under this Agreement or otherwise, for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise) will be direct costs and damages only and will be limited to the greater of:
- our professional indemnity insurance;
- the amount set out in the Commercial Terms; and
the aggregate of the Payroll Service Fee/our fees for providing the Payroll Service.
We both acknowledge and agree that the limitations in this condition 7 are reasonable in the light of all the circumstances.
- The limitations in this condition 7 will apply regardless of the form of action whether under statute, in contract, in tort including negligence or any other form of action. Our employees, consultants, contractors and sub-contractors shall have the benefit of the limits and exclusion of liability set out above. Nothing in this Agreement excludes or limits our liability for fraudulent misrepresentation.
- Time is not of the essence in the provision of the Payroll Service. We will not be liable to you or be deemed to be in breach of the this Agreement as a result of any delay in performing or any failure to perform, any of our obligations set out above, if the delay or failure is due to any cause beyond our reasonable control.
If you do not fulfil your obligations in respect of the Payroll Service, then, as appropriate:
- we will not be obliged to provide the Payroll Service; and/or
- we will only provide the Payroll Service to the extent that we are able to do so and based upon the information supplied by you.
- We will not be liable to you or deemed to be in breach of this Agreement for any delay in performing or failure to perform the Payroll Service to the extent that such failure or delay is due to your failure to perform your obligations under this Agreement (including the provision of incomplete, inaccurate, illegible delayed or non arrival of Payroll Data).
- If, notwithstanding the provisions of Condition 18 of Operating Conditions - Part II, we have any liability to you in respect of the Payroll Services in these Operating Conditions - Part VIII, the limitation of liability in the Commercial Terms will apply.