“Agency” means The Little Ones Payroll Service Limited (company number 09803379) whose registered office is at 3 Hanson Street, London, W1W 6TB;
“Candidate” means a person identified in the Payroll Forms. “Client” means the client identified on the Payroll Forms for whom the Agency has agreed to provide or procure the provision of Services to in accordance with these Conditions.
“Client Registration Form” means the form completed by the Client with these Conditions.
“Conditions” means the terms and conditions of supply of Services as set out herein and any subsequent terms and conditions agreed in writing by the Agency and the Client.
“Designated Provider” means any provider nominated by the Agency to assist with the provision of the Services.
“Package Period” means, in relation to a particular Package, the period of one calendar year commencing on the date upon which the Candidate first begins his/her engagement with a Client.
“Package” means the payroll service which will be made available to Clients (details of which are set out in clause 5 of these Conditions).
“Payroll Forms” means the payroll forms provided by the Agency to the Client for completion in connection with the provision of the Services;
“Services” means the services to be provided by the Agency and/or its Designated Provider to the Client as described in these Conditions.
“Subscription Fee” means the fee payable to the Agency for the Services as set out in clause 5. 2. Agreement
2.1 The agreement between the Agency and the Client for the provision of the Services, incorporating these Conditions, shall come into force when following receipt of the relevant details and completed Payroll Forms and payment of the Subscription Fee, the Agency sends a confirmatory email to the Client confirming the acceptance of the offer to provide the Services (the “Agreement”).
2.2 By providing details and completed Payroll Forms to the Agency, the Client acknowledges and accepts these Conditions.
2.3 These Conditions apply to the Agreement to the exclusion of all other terms and conditions.
2.3 Any variation of this Agreement (including any special terms and conditions agreed between the parties) must be agreed in writing between the parties.
3. Supply of Services
3.1 In consideration of the payment by the Client of the Subscription Fee and subject to completion of the Payroll Forms, the Agency
shall provide or procure the provision of the Services for the Package Period.
3.2 The Agency shall carry out its obligations under this Agreement with reasonable skill and care and to a reasonable standard.
3.3 The Agency may use a Designated Provider or other third party to perform any of the Services and will use its reasonable endeavours to ensure that such third parties perform the Services with due care and skill and will maintain adequate insurances in connection with the provision of the Services.
3.4 Unless otherwise agreed, the Agency or a Designated Provider may send information by email. Use of email carries certain risks including non-delivery delays, data corruption, interception, transfer of viruses and loss of confidentiality. The Agency does not accept any liability for any loss resulting from the use of email for communication between them and the Client or third parties. If the Client is in any doubt as to whether the email has come from the Agency it should contact the Agency by other means to check.
4. Responsibilities of the Client
4.1 The Client must complete the Payroll Forms prior to the commencement of the Services. The Client confirms that any information provided by it to the Agency in respect of the provision of the Services (including information provided on the Payroll Forms and in connection with the provision of the payroll aspect of the Services) will be true, complete and accurate and not misleading. In particular, the Client will ensure that it discloses the correct amount agreed to be paid by the Client to the Candidate under any contract of employment.
4.2 The Agency will use the rates specified in the relevant Payroll Forms and will procure the provision of payroll documentation accordingly. It shall not be responsible for checking that the amounts quoted are in line with national minimum wage requirements – this is the responsibility of the Client.
4.3 The Client undertakes to notify the Agency immediately of any changes to the employment or pay arrangements of a Candidate. This is to allow the Agency sufficient time to process any amendments ahead of the next payroll run. The Agency shall not be liable to the Client for any losses arising from errors in the documents or information which the Client has provided to the Agency or for failure of the Client to provide correct and accurate information on the Payroll Forms. Where the Client fails to notify the Agency of a change or has provided incorrect or misleading information and this results in the Agency or the Designated Provider having to reprocess the payroll or perform additional work to correct payroll documentation then the Agency will have the right at its discretion to charge an additional fee.
4.4 The Client must provide the necessary authorisations to allow the Agency (or its contractors) to deal with HMRC directly in connection with the provision of the Services. In the event that the Client does not provide such authorisations, the Agency shall not be obliged to provide the Package to the Client.
5. Fees and Charges
5.1 Details of the Services and fee payable are as set out below:-
|SERVICES||FEE PAYABLE FOR PROVISION OF SERVICES|
||The amount quoted on the Agency’s website as may be amended from time to time which is payable prior to the commencement of the Services.|
5.2 The Subscription Fee shall be paid in advance of the commencement of the provision of the Services to the bank account notified by the Agency to the Client or by debit or credit card (or any other method agreed between the Client and the Agency).
5.3 The Subscription Fee stated above is exclusive of VAT which will be charged at the prevailing rate, where appropriate. All payments must be in UK pounds sterling unless otherwise agreed in writing.
5.4 If the Subscription Fee is not paid when due, the Agency is entitled (at its sole discretion) to charge interest on the Subscription Fee at the rate of 3% per annum above the base lending rate of the Bank of England from time to time.
5.5 The Client shall be liable for and shall indemnify the Agency against all costs and expenses incurred by the Agency in respect of any steps, actions or proceedings made or brought against the Client by the Agency to obtain payment of any outstanding Subscription Fee and interest.
5.6 Subject to clause 5.7 and clause 6 of these Conditions, once the Subscription Fee has been paid, it is non- refundable notwithstanding that a Candidate may leave his or her employment with a Client and not be replaced within the Package Period.
5.7 If a Candidate leaves employment with the Client part way through the Package Period and a replacement candidate is engaged through the Agency, the Agency will continue to provide the Services to the Client for the remainder of the Package Period.
5.8 For the avoidance of doubt, the Services shall consist of those matters set out in 5.1 above and shall not include calculations for employees of the Client (other than the Candidate), deductions in relation to pension contributions, record keeping in respect of pension contributions etc. To the extent that such additional services are required then the Agency may be able to provide a quote for such service although it shall not be obliged to provide such service. The Subscription Fee covers one Candidate only.
6.1 If the Client is a consumer, he or she may cancel the Agreement by informing the Agency in writing within 14 calendar days of the date of the Agreement and before the commencement of the Services and the Agency will promptly refund the Subscription Fee to the Client. The Agency will not usually begin the provision of the Services until the end of this 14 day cooling off period however the Client can waive the right to cancel the Agreement by signing the form provided to the Client by the Agency and this will enable the Services to commence immediately.
7.1 The Agency’s total liability in contract, tort, misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Services shall in all circumstances be limited to the Subscription Fee paid by the Client to the Agency under these Conditions.
7.2 Clause 7.1 does not exclude or limit in any way the Agency’s liability for:
7.2.1 death or personal injury caused by the negligence of the Agency; or
7.2.2 fraud or fraudulent misrepresentation; or
7.2.3 any other matter for which it would be illegal or unlawful for the Agency to exclude or attempt to exclude the Agency’s liability.
7.3 The Agency does not accept liability for any unpaid tax, national insurance contributions or other levies, charges or penalties imposed by any authority (including without limitation, HM Revenue & Customs and the Benefits Agency) however these arise. The Client is, and will always, remain the employer of the Candidate and will be responsible for payment of such costs. The Client is liable to pay the Candidate’s salary to the Candidate and meet any payments due to HMRC. The Agency’s Designated Provider will act as the agent of the Client as authorised by the relevant Payroll Form.
8.1 the Agreement shall continue until the Package has been provided to the Client. The Services will terminate in the event that the Package Period expires and is not renewed by the payment of an additional Subscription.
8.2 Either party may terminate the Agreement by notice in writing to the other if:
8.2.1 the other party commits a material breach of these Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
8.2.2 the other party commits a material breach of these Conditions which cannot be remedied under any circumstances.
The Client may terminate this Agreement on 30 calendar days notice but no refund of the Subscription Fee will be given in accordance with clause 8.4.
In the event of termination the Client shall not be entitled to any refund of the Subscription Fee unless agreed otherwise by the Agency (in its sole discretion).
Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.
Upon termination of the Services, the Agency and/or a Designated Provider will notify HM Revenue and Customs that it is no longer acting on the Client’s behalf.
9.1 Subject to clause 9.2, the Agency will use reasonable endeavours to keep all of the information which the Client provides to it (including but not limited to any personal details relating to the Candidate) strictly confidential.
9.2 By entering into this Agreement, the Client consents to the Agency passing on information to any Designated Provider in connection with the provision of the Services and to the disclosure of any information required by law or regulation. To the extent that it is required, the Client will procure that the Candidate expressly consents in writing to the disclosure of information relating to him/her to a Designated Provider.
10. Events outside the control of the Agency
10.1 The Agency will not be liable or responsible for any failure to perform, or delay in the performance of, any of its obligations under this Agreement that is caused by events outside our reasonable control (“Force Majeure Event”).
10.2 A Force Majeure Event includes any act, event, omission or accident beyond the reasonable control of the Agency and includes in particular (without limitation) the following:
. (a) strikes, lock-outs or other industrial action;
. (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack,
10.3 The Agency’s performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues and the Agency will have an extension of time for performance of the Services. It shall not be liable for any disruption caused as a result of the Force Majeure Event.
The Agency may assign, transfer or sub-contract any of its rights or obligations under this Agreement to any third party without the written consent of the other party at any time during the Agreement. The Client shall not be entitled to assign, transfer of sub-contract any of its rights or obligations under this Agreement without the prior written consent of the Agency.
Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing either by letter or email addressed to the other party at its registered office or principal place of business or email address provided to the other for these purposes.
No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Agreement by the other shall be considered
(c) war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) impossibility of the use of public or private telecommunications networks; and the acts, decrees, legislation, regulations or restrictions of any government.
(f) as a waiver of any subsequent breach of the same or any other provision.
If any provision of these 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 Conditions and the remainder of the provision in question shall not be affected.
It is not intended that any of the terms of this agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to this Agreement.
English law shall apply to this agreement and the parties agree to submit to the jurisdiction of the English courts.