Your attention is particularly drawn to the provisions of clause 12 (Limitation of liability).
1. About us
1.1 Company details. Feather Payroll Solutions Limited (company number 13748262) (we and us) is a company registered in England and Wales and our registered office is at 23 Tonbridge Road, West Molesey, Surrey, United Kingdom, KT8 2EL. We operate the website www.featherpayroll.com (Site).
1.2 Contacting us. To contact us, telephone our customer service team at 020 3566 8968 or email us at email@example.com. How to give us formal notice of any matter under the Contract is set out in clause 15.2.
2. OUR CONTRACT WITH YOU
2.1 Our contract. These terms and conditions including the schedule (Terms) apply to the order by you and supply of Payroll Services and / or Pension Services (as each defined in Schedule 1) by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract, including the schedule and any document expressly referred to in them (including, as relevant, the Payroll Information Form as defined in the schedule to these Terms) constitute the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any written or oral statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 We each acknowledge that, in entering into the Contract, neither of us relies on, or will have any remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions, or the documents referred to in them.
2.4 These Terms and the Contract are made only in the English language. Definitions of our terms are set out within the Contract as well as in Schedule 1.
3. PLACING AN ORDER AND ITS ACCEPTANCE
3.1 Placing your order. You may place your order either through the Site by following the onscreen prompts or via email directly to Feather Payroll. Each order is an offer by you to buy the Payroll and / or Pension Services specified in the order (Payroll and / or Pension Services) subject to these Terms.
3.2 Correcting input errors. Our online order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
3.4 Accepting your order. Our acceptance of your order takes place when we receive the relevant payment of the appropriate fee as described in clause 8 and we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Payroll and Pension Services confirmed in the Order Confirmation.
4. CANCELLING YOUR ORDER AND OBTAINING A REFUND
4.1 If you are contracting as a consumer, You may cancel the Contract, if you notify us as set out in clause
4.2 within 14 days of your receipt of the Order Confirmation and before provision of the relevant Payroll and Pension Services. This means that we will not usually commence work on your Payroll and Pension Services before the end of the cancellation period. You may request that we begin the supply of Payroll and/or Pension Services before the end of the cancellation period by signing and returning the form(s) sent to you by email, which once signed, shall be evidence of your request that we begin the supply of Payroll and Pension Services immediately. You may subsequently inform us, within the 14-day cancellation period, that you want to cancel the Contract.
4.2 To cancel the Contract, you must inform us in writing, and we will email you to confirm we have received your cancellation. If you are emailing us or writing to us, please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day.
4.3 If you cancel the Contract within the 14-day cancellation period, we will refund you in full for the price you paid for the Payroll and/or Pension Services, by the method you used for payment. If you requested the supply of Payroll and/or Pension Services to begin before the end of the cancellation period, and subsequently cancelled the Contract within the 14-day cancellation period, we may deduct from any refund an amount for the supply of the Payroll and/or Pension Services provided for the period up to the time when you gave notice of cancellation in accordance with clause 4.2. The amount we deduct will reflect the amount that has been supplied as a proportion of the entirety of the Contract.
4.4 After the cancellation period has ended, either party may cancel at any time by providing the other party 30 calendar days’ notice in writing. There will be no refund for Payroll and Pension Services already provided.
5. OUR PAYROLL AND PENSION SERVICES
5.1 Descriptions. Descriptions of our Payroll and/or Pension Services are published on our Site, and they will form part of the Contract.
5.2 Compliance with specification. Subject to our right to amend the specification of the Service (see clause 5.3), we will supply the Payroll and/or Pension Services to you in accordance with the specification for the Payroll and/or Pension Services appearing on our Site at the date of your order in all material respects.
5.3 Changes to specification. We reserve the right to amend the specification of the Payroll and/or Pension Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Payroll and/or Pension Services. We will inform you in time should any change result either directly or by posting a notice on our Site.
5.4 Reasonable care and skill. We warrant to you that the Payroll and/or Pension Services will be provided using reasonable care and skill.
5.5 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Payroll and/or Pension Services by such dates will not give you the right to terminate the Contract.
6. YOUR OBLIGATIONS
6.1 It is your responsibility to ensure that: (a) the terms of your order are complete and accurate; (b) you cooperate with us in all matters relating to the Payroll and/or Pension Services; (c) you provide us with such information and materials we may reasonably require in order to supply the Payroll and/or Pension Services, and ensure that such information is complete and accurate in all material respects;
6.2 If our ability to perform the Payroll and/or Pension Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause
6.1 (Your Default):
(a) we will be entitled to suspend performance of the Payroll and/or Pension Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Payroll and/or Pension Services, in each case to the extent Your Default prevents or delays performance of the Payroll and/or Pension Services;
b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Payroll and/or Pension Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
7. PAYROLL AND/OR PENSION SERVICES IN UK ONLY
7.1 Unfortunately, we are unable to perform the Payroll and/or Pension Services at addresses outside the UK.
7.2 You may place an order for the Payroll and/or Pension Services from an address outside the UK, but the order must be for performance of the Payroll and/or Pension Services to an address in the UK.
8.1 In consideration of us providing the Payroll and/or Pension Services you must pay our charges (Charges) in accordance with this clause 8.
8.2 The Charges are the prices quoted in an email sent from us to you before your order is confirmed.
8.3 If you wish to change the scope of the Payroll and/or Pension Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
8.4 We take all reasonable care to ensure that the prices stated for the Payroll and/or Pension Services are correct at the time when the relevant information was entered into the system. However, please see clause 8.7 for what happens if we discover an error in the price of the Payroll and/or Pension Services you ordered. 8.5 We reserve the right to review and possibly increase the Charges on an annual basis with effect from 1st October each year. Existing clients will be notified in writing of any changes that may be relevant to them.
8.6 Our Charges are inclusive of VAT.
8.7 It is always possible that, despite our reasonable efforts, some of the Payroll and/or Pension Services on our Site or quoted in an email may be incorrectly priced. Where the correct price for the Payroll and/or Pension Services is less than the stated price, we will charge the lower amount. If the correct price for the Payroll and/or Pension Services is higher than the stated price, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Payroll and/or Pension Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Payroll and/or Pension Services and refund you any sums you have paid.
9. HOW TO PAY
9.1 Payment for the Payroll and/or Pension Services is in advance. We will take your first or annual payment upon acceptance of your order and will take subsequent payments monthly in advance, if you elected to pay the monthly subscription.
9.2 You can pay for our Payroll and/or Pension Services using bank transfer or setting up a monthly standing order directly with your bank, to an account specified within the email confirming the ordered Payroll and Pension Services.
9.3 We will send you an electronic invoice within 7 days of the beginning of the month following payment. For any failed or cancelled payments, a £20 administration fee will be levied.
9.4 If you fail to make a payment under the Contract by the due date, then you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.4 will accrue each day at 3% a year above the Bank of England's base rate from time to time, but at 3% a year for any period when that base rate is below 0%.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 All intellectual property rights in or arising out of or in connection with the Payroll and/or Pension Services (other than intellectual property rights in any materials provided by you) will be owned by us.
11. HOW WE MAY USE YOUR PERSONAL INFORMATION
11.1 We will use any personal information you provide to us to:
(a) provide the Payroll and/or Pension Services;
(b) process your payment for the Payroll and/or Pension Services; and
(c) inform you about similar Payroll and/or Pension Services that we provide, but you may stop receiving these at any time by contacting us.
12. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
12.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Payroll and Pension Services Act 1982 (title and quiet possession).
12.2 Subject to clause 12.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
12.3 Subject to clause 12.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract.
12.4 We have given commitments as to compliance of the Payroll and/or Pension Services with the relevant specification in clause 5.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 9 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
12.6 This clause 12 will survive termination of the Contract.
13.1 We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 13.2.
13.2 We each may disclose the other's confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 13; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
14. EVENTS OUTSIDE OUR CONTROL
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
14.2 An Event Outside Our Control 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, war (whether declared or not) or threat or preparation for war;
(c) pandemic, national lockdown or medical emergency;
(d) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(e) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(f) impossibility of the use of public or private telecommunications networks; and
(g) the acts, decrees, legislation, regulations, or restrictions of any government.
14.3 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Payroll and/or Pension Services with you after the Event Outside Our Control is over.
14.4 In the event that we are unable to provide the Payroll and/or Pension Services for an indefinite or lengthy period, we have appointed LK & Associates Limited as our alternate provider.
15. COMMUNICATIONS BETWEEN US
15.1 When we refer to "in writing" in these Terms, this includes email.
15.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.
15.3 A notice or other communication is deemed to have been received:
(a) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the third working day after posting; or
(b) if sent by email, 24 hours after transmission.
15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
15.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
15.6 We reserve the right to contact you directly with respect to marketing or similar products and service provided by us. If you do not want us to use your personal data to contact you by electronic means (email or SMS) with information about goods and services similar to those which were the subject of a previous sale or negotiations of a sale to you, you acknowledge that you will contact us at firstname.lastname@example.org instructing us not to use you contact details in this way (opt-out).
15.7 In the event that verbal communications and instructions are made they will not be accepted by us unless confirmed by email or in writing. We will not accept any responsibility for any costs, charges or penalties incurred by the client as a result of a failure to provide written confirmation of a verbal instruction.
16.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
16.2 Variation. We have the right to revise and amend the terms of this Contract from time to time, subject to providing you with reasonable notice thereof.
16.3 You will be subject to the policies and terms of this contract in force at the time that you instruct us, unless any change to those policies or the terms of this Contract is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you).
16.4 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
16.5 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.6 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
16.7 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
PAYROLL AND PENSION SERVICES
The following definitions are used for the purposes of these Terms in this Schedule:
“Additional Payroll Service” means assisting with P11D forms, helping a Client with their tax planning in relation to the employment of the Employee, including advising on any calculations in relation to any prospective Employee or information provided in a period outside a Subscription Period as further set out in paragraph 3, which is not included within the Payroll Services.
“Client” means the Client identified as such in the Payroll and Pension Information Form or as registered as the Employer on the Site;
“Commencement Date” means the day specified by the Client on the Payroll and Pension Information Form as being the date on which the Employee began work with the Client (unless otherwise agreed by the Client and the Company);
“HMRC” means HM Revenue & Customs;
“Employee” means the employee employed by the Client, as identified on the Payroll and Pension Information Form or as specified as the Employee on the Site, during the Payroll Subscription Period (or such other Employee as the Client notifies the Company in accordance with these Terms as a replacement for the original Employee (subject to the provisions of paragraph 11 below it being noted that the Payroll Services shall only apply in relation to one Employee at any time);
“Losses” means any and all claims, demands, actions, losses, liabilities, damages, costs, charges, or expenses of whatever nature including interest;
“Payroll and Pension Information Form” means the payroll and pension information form as sent to the Client by the Company (or completed on the Site by the Client) in connection with the provision of the Payroll Services and, if applicable, the Pension Services and as fully completed and returned by you to us;
“Payroll Services” means the following services:
(a) setting up PAYE scheme and filing PAYE returns electronically;
(b) calculating correct tax and National Insurance payments on behalf of the Client and the Employee;
(c) calculating the correct net or gross payments and keeping all necessary records;
(d) the provision of accurate payslips each month or week as instructed by the Client to supply to their Employee by e-mail;
(e) acting as the Client’s agent in dealings with HMRC;
(f) the provision of a monthly / weekly (in accordance with the relevant service) summary to the Client showing the Client’s liability for tax and national insurance;
(g) the provision of quarterly or monthly details of payments to be made to HMRC;
(h) the calculation and production of end-of-year tax returns, subject to the necessary authorisations from the Client, and the filing of such returns with HMRC;
(i) producing the Employee’s P60; and
(j) providing the Employee with a P45 when the Employee leaves the Client’s employment.
“Payroll Subscription Fee” means the relevant amount, inclusive of VAT, quoted on the Site for either weekly or monthly payslips, as may be amended from time to time, which represents the consideration payable by the Client in connection with the Company providing, or procuring the provision of, the Payroll Services for a Payroll Subscription Period; and
“Payroll Subscription Period” means the period of twelve months as determined by the Client on the Payroll Information Form from the Commencement Date. For the avoidance of doubt, the Payroll Subscription Period for Clients choosing to pay on a monthly basis for monthly Payroll Services shall be for a minimum of twelve months.
“Pension Services” means the following services:
(a) link the Client’s payroll details to the qualifying pension scheme that the Client has chosen;
(b) provide the Client with all the necessary statutory correspondence that the Client will need to provide to the employee;
(c) assess the employee as to eligibility each time the Company runs the payroll for the Client whether on a monthly or weekly basis;
(d) upload deductions / payments due to the qualifying pension scheme each time the Company runs the payroll for the Client whether on a monthly or weekly basis;
(e) process any starters or leavers accordingly with the Client’s qualifying pension scheme; and
(f) reassess the employee every three years if he / she has chosen to opt out in accordance with the legislation.
“Pension Subscription Fee” means the relevant amount, inclusive of VAT, quoted on the Site for the Pension Services, as may be amended from time to time, which represents the consideration payable by the Client in connection with the Company providing, or procuring the provision of, the Pension Services for a Pension Subscription Period; and
“Pension Subscription Period” means the period of up to twelve months from the date the Client is legally required to auto-enrol their eligible employee in a qualifying pension scheme. For the avoidance of doubt, the Pension Subscription Period for Clients choosing to pay on a monthly basis for monthly Pension Services shall be for a minimum of twelve months.
“Subscription Fee” means either the Payroll Subscription Fee or the Pension Subscription Fee as may be relevant.
1. In consideration of the payment by the Client to the Company of the relevant Subscription Fee(s), and subject to the provision by the Client to the Company of a completed Payroll and Pension Information Form, the Company will provide, or procure the provision of, the Payroll Services and, if relevant, the Pension Services to the Client for one Subscription Period.
2. The Payroll Services will include only those matters set out in the definition thereof and shall not, for the avoidance of doubt, include calculations for employees of the Client other than the Employee. Such calculations will fall within the definition of an Additional Service. In the event that an Additional Payroll Service is required by the Client, the Company will, at its discretion, provide a quote for such Additional Payroll Service in addition to the Subscription Fee and work with the Client to ensure the Additional Payroll Service is performed to the expected standard of a professional payroll service provider.
3. The Client retains responsibility for determining if the Employee is entitled to any payment of wages, benefit, or rebates and that the Employee is being paid at or above the National Minimum Wage. the Company will only use the rates of pay specified in the Payroll and Pension Information Form by the Client, or as informed in writing by the Client during the Payroll Subscription Period and will produce payroll documents accordingly.
4. The Company does not accept liability for any unpaid tax, national insurance contributions. pension contributions or other levies from HMRC, the Pensions Regulator or the Benefits Agency (“Costs”), howsoever these should arise. The Client is, and will always, remain the employer of the Employee and will be responsible for payment of these Costs. The Client has full responsibility for the payment of the Employee’s wages to the Employee, the Costs to HMRC and any pension contributions to any applicable qualifying pension scheme (if relevant). the Company Limited is at all times only acting as the agent of the Client.
5. The Subscription Fee covers one Employee only or any number of single Employees employed consecutively (but not concurrently). If the Client wishes the Company to provide Payroll and Pension Services in relation to any additional Employee alongside an existing Employee, a separate contract must be entered into between the Company and the Client, and a further relevant Subscription Fee paid. The Client shall be entitled to a 10% discount off the cost of the relevant Subscription Fee for each additional Employee for the first Subscription Period during which Payroll and Pension Services are required for such Employee. Further discounts may be provided at the Company’s discretion depending on the Payroll Services required and the the number of Employees.
6. The Payroll Subscription Period may be renewed for a further twelve-month period, or such period as may be agreed with the Company subject to the payment of a further Payroll Subscription Fee, or such fee as is agreed with the Company. Failure to pay by the anniversary of the Client’s Commencement Date (the “Renewal Date”) will result in the suspension of any Payroll and Pension Service being provided by the Company at that time. the Company may decline to accept any extension of the Subscription Period at its discretion or may terminate the Payroll and Pension Services at any stage during any existing Subscription Period in which case it will refund a pro-rated portion of the Subscription Fee for that Subscription Period to the Client.
7. In the event that a Client has submitted and paid for a Payroll and / or Pension Service through the Site using a credit card payment, the Client’s subscription will automatically renew at the end of each relevant Subscription Period for another twelve-month Subscription Period, as relevant. The Client agrees that the Company may automatically renew the Client’s subscription and charge the Client’s credit card on the anniversary of the date the initial payment was taken, unless (i) the Client has cancelled its subscription before such date or (ii) the Client paid the Subscription Fee after the Commencement Date, in which case payment of the relevant Subscription Fee will be due on or before the Renewal Date. the Company will automatically renew the Client’s subscription each year on the Renewal Date until the Client cancels its subscription or the Company no longer offers the Payroll and Pension Service.
8. The Client will receive an email notice approximately 30 days prior to the Renewal Date for both the Pension and Payroll Service. The notice will let the Client know that its current relevant Subscription Period is about to end and the Renewal Date when its subscription will be renewed, and its credit card charged. All notices regarding the Client’s subscription will be sent to the Client’s last email of record. If the Client wishes to cancel the Payroll and Pension Service without the Client’s credit card being charged for the next Subscription Period, the Client must inform the Company before the Renewal Date. The Client is responsible for timely cancelling its Payroll and Pension Service regardless of whether the Client receives any notice from the Company.
9. The renewal payment is due on the Renewal Date and will automatically be charged to the same credit card that the Client used for the original Subscription Fee or the most recent renewal. The Client shall notify the Company before the Renewal Date of any changes to its email, credit card or billing information. The renewal price will be the same price as for the prior 12-month Subscription Fee unless the Company gives the Client advance notice of a price change. the Company shall send the Client a notice if there are any changes to the Payroll Service terms.
10. In accordance with Clause 5 of the Company Terms and Conditions, the Company will refund the Client’s initial Subscription Fee or renewal payment provided that the Client cancels its subscription during the 14-day period following the Commencement Date or the Renewal Date, as applicable. After the end of the applicable 14-day refund period, the Client’s Subscription Fee is non-refundable. No refund of the relevant Subscription Fee will be given if the Employee leaves the Client’s employment, for whatever reason, or the Payroll and Pension Services are no longer required for any reason during the relevant Subscription Period.
11. If the Employee leaves the Client’s employment during the Subscription Period and a replacement Employee is employed, the Company Limited will operate the Payroll and Pension Services for the new Employee for the remainder of the relevant Subscription Period for no additional charge. A replacement Employee does not include any Employee employed to cover for an original Employee on maternity or sick leave as the original Employee remains employed by the Client. In such an event an additional Subscription Fee will be payable for the temporary Employee calculated pro-rata for the time the temporary Employee is providing cover, as agreed between the Client and the Company.
12. All Payroll and Pension Services will terminate in the event the Subscription Period expires and is not renewed by payment of an additional Subscription Fee, or earlier if requested by the Client (it being noted that no refund of any amount of the Subscription Fee will be paid in such a case). Upon the termination of the Payroll and Pension Services, the Company will notify HMRC and if relevant, the qualifying pension scheme, that it is no longer acting on the Client’s behalf. Upon expiry of the Subscription Period and upon written request, the Company will use all reasonable endeavours to return all documents held by it on behalf of the Client as requested by the Client to the Client or a nominated third party or agent and will provide, or procure the provision of, details of all pay and deductions calculated since the beginning of the tax year.
13. Payroll calculations will be based on the information provided to the Company on the Payroll and Pension Information Form and any revised information provided in writing by the Client. The Client undertakes to check all pay documents produced by the Company and notify the Company of any errors or omissions as soon as possible. the Company will not be liable for any Losses arising from errors in the pay documents which the Client has undertaken to check or from a failure of the Client to provide the accurate information to the Company. the Company has no responsibility for checking that the pay rates comply with current legislation.
14. The Company cannot be held responsible for any penalties levied by HMRC, loss or overpayment of wages, tax, National Insurance, or pension contributions due to calculation errors resulting from incorrect or incomplete information provided by the Client or late submission of information, monies, or documents by the Client to ourselves or to HMRC.
15. The Client undertakes to notify the Company in writing of any changes to the employment of pay arrangements as soon as practicable upon becoming aware thereof and, in any event, by no later than 20th of each month or such other date as agreed between the Client and the Company (the “Cut-Off Date”). This will enable the Company to make any necessary amendments to the proceeding payroll documents. Where the Client fails to notify the Company of a change as aforesaid, or has provided incorrect or misleading information, and this results in the Company having to reprocess the payroll or perform additional work to correct payroll documents already issued, the Company will have the right, at its discretion, to charge an additional fee.