TERMS AND CONDITIONS
FEATHER PAYROLL SOLUTIONS LIMITED
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) is a company registered in England and Wales and our registered office is at 13 Gorselands Close, West Byfleet, KT14 6PU. 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 info@featherpayroll.com. How to give us formal notice of any matter under the Contract (as defined in clause 2.2 below) is set out in clause 16.2.
1.3 In these terms and conditions, references to “we”, “us” or “Company” shall be references to Feather Payroll Solutions Limited and references to “you”, “your” or “Client” shall be references to any person to whom we agree to provide any of the Services (as defined in clause 2.1 below) to. References to the “parties” are to you and us.
2. OUR CONTRACT WITH YOU
2.1 Our contract. These terms and conditions including the Schedule (“Terms”) apply to the provision by us to you of one or more of the following services:
(a) Payroll Services;
(b) Pension Services;
(c) Direct Debit Payroll Service; and/or
(d) Additional Payroll Service,
as each such term is defined and more particularly described in the Schedule (together the “Services”). 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 for the purchase and sale of the relevant Services, incorporating these Terms and any document expressly referred to in herein (including, without limitation, the Employer Information Form as defined in the Schedule, the engagement letter referred to in clause 3.3 and the Order Confirmation referred to in clause 3.4), constitutes the entire agreement between you and us in relation to the relevant Services (“Contract”). 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 or documents referred to herein.
2.4 These Terms and the Contract are made only in the English language. Definitions of our terms are set out herein (including the Schedule) and within the Contract.
3. PLACING AN ORDER AND ITS ACCEPTANCE
3.1 Placing your order. You may place your order via email directly to us. Each order is an offer by you to buy the relevant Services specified in your order, subject to these Terms.
3.2 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.
3.3 Employer Information Form and Engagement Letter. We will also send you an Employer Information Form to complete and an engagement letter between you and us regarding the provision of the Services (“Engagement Letter”) to sign. Please check the details in the Employer Information Form carefully before submitting it. You are responsible for ensuring that this is complete and accurate.
3.4 Accepting your order. Once the documentation described in clause 3.3 has been returned to us, our acceptance of your order takes place when we receive the relevant payment of the appropriate Charges as described in clause 8 and we send an email to you to accept your order (“Order Confirmation”), at which point and on which date the Contract between you and us will come into existence and will be legally binding. The Contract will relate only to those Services confirmed in the Order Confirmation.
4. CANCELLING YOUR ORDER, OBTAINING A REFUND AND TERMINATION
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 Services. This means that we will not usually commence work on your Services before the end of the cancellation period. You may request that we begin the supply of 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 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 Services, by the method you used for payment. If you requested the supply of 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 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, and save as provided for in clause 4.5 below, either party may cancel at any time by providing the other party with 30 calendar days’ notice in writing. There will be no refund for Services already provided.
4.5 We may cancel immediately by giving you written notice in the following circumstances:
(a) you fail to make a payment for the Services by the due date as set out in the Contract. This does not affect our right to charge you interest as set out in clause 9.4; or
(b) you breach the Contract in a material way and you fail to remedy the breach within 30 days of us asking you to do so in writing.
5. OUR SERVICES
5.1 Descriptions. Descriptions of our Services are as set out in the Schedule, the Engagement Letter and are also 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 Services (see clause 5.3), we will supply the Services to you in accordance with the specification for the Services as set out in the Schedule and the Engagement Letter 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 Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the 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 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 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 Services, including without limitation complying with your obligations under these Terms and the Engagement Letter;
(c) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(d) you download (if electronic), and/or distribute (if paper), all payslips to your Employee;
(e) save where the Direct Debit Service has been selected, you pay any wages due to the Employee and all tax, National Insurance and any other charges due to HMRC;
(f) comply with all applicable laws, regulations, regulatory policies, guidelines or codes of conduct in place in connection with the Services.
6.2 If our ability to perform the 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 Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the 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 Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs, fines, penalties, interest, claims, damages or losses we sustain or incur arising directly or indirectly from Your Default or any other act or omission by you in respect of your obligations under these Terms.
6.3 You authorise us to act on the basis of any email sent from your usual email address or from any other email address provided it reasonably appears to have been sent by you. We shall have no liability for any act or omission occurring as a result of any email being sent but not received by us as a consequence of any telecommunications system failure or otherwise.
7. SERVICES IN UK ONLY
7.1 Unfortunately, we are unable to perform the Services at addresses outside the UK.
7.2 You may place an order for the Services from an address outside the UK, but the order must be for performance of the Services to an address in the UK.
8. CHARGES
8.1 In consideration of us providing the 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 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 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 Services you ordered.
8.5 We reserve the right to review and possibly increase the Charges on an annual basis with effect from 1st of 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 Services quoted in an email may be incorrectly priced. Where the correct price for the Services is less than the stated price, we will charge the lower amount. If the correct price for the 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 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 Services and refund you any sums you have paid.
9. HOW TO PAY
9.1 Payment for the 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 Services using bank transfer or by setting up a monthly standing order directly with your bank, to an account specified within the email confirming the ordered 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, or if we are required to collect necessary funds via credit card, debit card or bank transfer, 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 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 Services (other than intellectual property rights in any materials provided by you) will be owned by us.
11. PERSONAL DATA AND HOW WE MAY USE YOUR PERSONAL INFORMATION
11.1 Both parties shall comply with all applicable data protection requirements of all legislation in force in the UK from time to time relating to data protection and nothing in these Terms shall relieve either party of such obligations.
11.2 You shall ensure that you have all necessary consents and notices required in place to enable the lawful transfer of personal data to us for the purposes of enabling us to perform the Services.
11.3 We will use any personal information you provide to us to:
(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar Services that we provide, but you may stop receiving these at any time by contacting us.
11.4 We will process your personal information in accordance with our Privacy Policy located on our Site.
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 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 Services with the relevant specification in clause 5.3. 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. CONFIDENTIALITY
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 Services with you after the Event Outside Our Control is over.
14.4 In the event that we are unable to provide the Services for an indefinite or lengthy period, we have appointed LK & Associates Limited as our alternate provider.
15. MONEY LAUNDERING REGULATION
We are and will remain registered with HMRC in respect of applicable regulations designed to combat money laundering activity and the funding of terrorist or criminal activity in the UK. We are required to, and will comply with all such relevant legislation and appropriate guidelines including requirements to verify the identification of our Clients. For this purpose, you agree to provide all such documents and information as we may require.
16. COMMUNICATIONS BETWEEN US
16.1 When we refer to "in writing" in these Terms, this includes email.
16.2 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.
16.3 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.
16.4 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.
16.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
16.6 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 info@featherpayroll.com instructing us not to use you contact details in this way (opt-out).
16.7 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.
17. GENERAL
17.1 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.
17.2 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.
17.3 You will be subject to the policies and Terms of the contract in force at the time that you instruct us, unless any change to those policies or the Terms of the Contract is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you).
17.4 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.
17.5 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.
17.6 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
17.7 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 courts of England and Wales.
SCHEDULE - 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 Employer Information Form.
“Commencement Date” means the day specified by the Client in the Employer Information Form as being the date on which the Employee began work with the Client (unless otherwise agreed by the Client and the Company).
“Direct Debit Payroll Service” means making payments to an Employee and HMRC on behalf of the Client via direct debit access to the Client’s bank account in connection with the associated Payroll Services provided to that Client in relation to that Employee.
“Direct Debit Payroll Service Fee” means the relevant amount, inclusive of VAT, (as quoted in an email from the Company to the Client before the relevant order is confirmed per Clause 8.2), 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 Direct Debit Payroll Service.
“Employer Information Form” means the information form as completed by the Client and returned to the Company in connection with the provision of the applicable Services.
“HMRC” means HM Revenue & Customs.
“Employee” means the employee(s) employed by the Client, as identified in the Employer Information Form, during the Payroll Subscription Period (or such other Employee(s) as the Client notifies the Company in accordance with these Terms as a replacement for the original Employee(s) (subject to the provisions of paragraph 11 below)).
“Losses” means any and all claims, demands, actions, losses, liabilities, damages, costs, charges, or expenses of whatever nature including interest.
“Payroll and Pension Services” means the Payroll Services and the Pension Services.
“Payroll Services” means one or more of 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, (as quoted in an email from the Company to the Client before the relevant order is confirmed per Clause 8.2) 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.
“Payroll Subscription Period” means the period of twelve months as determined by the Client in the Employer 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 one or more of 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, (as quoted in an email from the Company to the Client before the relevant order is confirmed per Clause 8.2), 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.
“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, the Pension Subscription Fee and/or the Direct Debit Payroll Service Fee as may be relevant.
“Subscription Period” means either the Payroll Subscription Period and/or the Pension Subscription Period as may be relevant.
Feather Payroll Solutions Limited
13 Gorselands Close, West Byfleet, KT14 6PU, United Kingdom