Standard Terms of Business
The following terms apply to all engagements accepted by Payroll Solutions (NW) Limited trading as Lune Valley Payroll. All work carried out is subject to these terms except where changes are expressly agreed in writing.
1 Professional rules and bureau guidelines
1.1 We observe and act in accordance with the professional conduct regulations of the Chartered Institute of Payroll Professionals, HMRC, and The Pension Regulator and accept your instructions on the basis that we shall abide by those regulations. We are not liable for any loss and/or damage and/or cost arising from our compliance with statute or the current regulations.
2 Client identification (anti-money laundering legislation)
2.1 As with other professional services firms, we are required to identify our clients for the purposes of the anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.
2.2 The provision of payroll services is a business in the regulated sector under the Proceeds of Crime Act 2002 and, as such, we have to comply with this legislation which includes provisions that may require us to make a money laundering disclosure in relation to information we obtain as part of our payroll work. It is not our practice to inform you when such a disclosure is made or the reasons for it because of the restrictions imposed by the ‘tipping off’ provisions of the legislation.
3 Fees and payment terms
3.1 Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide.
3.2 Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.
3.3 We will bill you monthly upon completion of work, and our invoices are payable within 15 of presentation by means of direct debit unless otherwise agreed. Our fees are exclusive of VAT which will be added where it is chargeable.
3.4 We reserve the right to charge interest on late paid invoices at the rate of 5% above bank rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only when it is fair and reasonable to do so.
3.5 If you do not accept that an invoiced fee is fair and reasonable you must notify us within 10 days of receipt, failing which you will be deemed to have accepted that payment is due.
4 Lien
4.1 Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all documents and records in our possession relating to all engagements for you until outstanding fees are paid in full.
5 Internal disputes within a client
5.1 If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office or normal place of business for attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership or other governing body and take no further action until they have agreed the action to be taken.
6 Limitation of liability
6.1 We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default.
6.2 We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are due to a failure to act on our advice or a failure to provide us with relevant information.
6.3 We will not be liable to you for any delay or failure to perform our obligations under this engagement if the delay or failure is caused by circumstances outside our reasonable control.
6.4 We will not be responsible or liable for any loss, damage or expense incurred or sustained if information to the service we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers.
6.5 This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for use to have carried out in the circumstances.
6.6 You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time we spend in defending it.
7 Conflicts of interest
7.1 We reserve the right during our engagement with you to deliver payroll services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to our confidentiality clause. If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
7.2 If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards. We reserve the right to provide services for other clients whose interests are not the same as yours or are adverse to yours subject of course to the obligations of confidentiality referred to below.
8 Confidentiality
8.1 Where you give us confidential information, we confirm that we shall take all reasonable steps to keep it confidential, except where we are required to disclose it by law, by our insurers, or as provided for in regulatory (including external peer reviews), ethical or other professional statements relevant to our engagement. This will apply during and after this engagement.
9 Quality of service
9.1 We aim to provide a high quality of service at all times. If you would like to discuss with us how our service could be improved or if you are dissatisfied with the service that you are receiving please let us know by contacting Michael Wilson. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right.
10 Provision of services regulations 2009
10.1 In accordance with our professional body rules we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found at our offices.
11 Limitation of third-party rights
11.1 The advice and information we provide to you as part of our service is for your sole use, and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.
12 Electronic communication
12.1 Unless you instruct us otherwise, we may, where appropriate, communicate with you and third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.
12.2 With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure, and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material.
12.3 Where possible we will provide a secure method of document exchange.
13 Data protection
13.1 In this clause, the following definitions shall apply:
(a) ‘client/employee personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement with you;
(b) ‘data protection legislation’ means all applicable privacy and data protection legislation and including GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;
(c) ‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation; and
(d) ‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679).
13.2 As the “Data Processor” we will process personal data on behalf of the “Data Controller” (the client). Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the data subject’s personal data.
13.3 We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of data subject’s personal data and against accidental loss or destruction of, or damage to, personal data.
13.4 In respect of personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:
(a) we receive a request, complaint or any adverse correspondence from or on behalf of a relevant subject, to exercise their data subject rights under the data protection legislation or in respect of our processing of their personal data;
(b) we are served with an information, enforcement or assessment notice (or any similar notices), or any other material communication in respect of our processing of the personal data from a authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or
(c) we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, personal data.
13.5 Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement with you in relation to those services.
14 Disengagement
14.1 Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of a year or more we may issue to your last known address a disengagement letter and hence cease to act.
15 Period of engagement and termination
15.1 Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.
15.2 Each of us may terminate our agreement in writing by giving notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us, HMRC or The Pension Regulator with misleading information, or otherwise engaged in criminal or suspect activity, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that you may
15.3 In the event of termination of our contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.