These terms tell you the rules for using the My Payroll Bureau Ltd (MPB) Payroll Administration Services (Payroll Services). By using the Payroll Services, you agree to be bound by the following terms and conditions.
(The Terms)
1.1 We are My Payroll Bureau Ltd (MPB, we, us). We are a private company limited by guarantee registered in England and Wales with company number 13725063
1.2 To contact us please use any of the following details: By email, Payroll Bureau, payroll@mypayrollbureau.co.uk. Address, The Brambles, Avenue Road, Hoddesdon, Hertfordshire, England, EN11 0BA.
Our contract with you for the provision of the Payroll Services (the Contract) shall commence when we have received Payroll Services information from you to allow MPB to process your payroll. The date from which this information is received shall be the Commencement Date and shall continue for a minimum period of 12 months. Our contract with you will automatically renew for a further period of 12 months unless you provide not less than 30 days’ written notice beforehand.
3.1 MPB shall provide the Payroll Services with a reasonable level of care skill and diligence, in accordance with these Terms. Under the Payroll Services, MPB shall be authorised as your PAYE agent to act on your behalf with HMRC.
3.2 MPB shall co-operate with you in all matters relating to the Payroll Services and shall comply with your reasonable instructions in respect of the Payroll Services.
3.3 The Payroll Services are provided for your sole use and not for the use by any third party. We accept no liability or responsibility to any third party in respect of any of the Payroll Services provided to you under these Terms.
4.1 You shall:
4.1.1 co-operate with MPB in all matters relating to the Payroll Services;
4.1.2 comply with your responsibilities to provide us with accurate data relating to the Payroll Services;
4.1.3 provide MPB with access to your data in a reasonable timeframe, or as requested by MPB and agreed with you in advance, for the purpose of providing the Payroll Services; and
4.1.4 provide such information, assistance and materials as MPB may reasonably request and is reasonably necessary for the purpose of providing the Payroll Services.
5.1 The fees for the Payroll Services are those agreed with you prior to commencing the Payroll Services.
5.2 Fees are payable to MPB within 30 days upon receipt of our invoice.
5.3 MPB may adjust the Fees with effect from 6 April of each calendar year at its sole discretion. MPB shall give you not less than 30 days’ prior written notice of a proposed change in the Fees.
5.4 Please be aware that all fees are exclusive of any applicable VAT and are non-refundable. No extra charges shall be effective unless agreed by you in writing.
6.1 Each party shall not engage in any activity, practice or conduct in breach of any anti-bribery and/or anti-corruption laws including, but not limited to, the UK Bribery Act 2010.
6.2 Each party shall cooperate and assist upon request by the other party with any and all dealing with any relevant regulatory authority and shall otherwise cooperate with any regulatory authority.
6.3 Our files and records may be subject to inspection by professional bodies and other regulatory bodies. We will provide officials and representatives of such bodies with information and explanations that they may reasonably require in accordance with their rights and powers under such applicable law.
We shall only process personal data of your employees and registered payroll contacts in accordance with the Data Processing Agreement between you and MPB dated on or about the Commencement Date.
8.1 We shall not at any time disclose to any person any confidential information concerning your charitable activities, business, affairs or suppliers (Confidential Information), except as permitted by clause 8.2.
8.2 We may be required to disclose your Confidential Information: (i) to our employees, officers, representatives or advisers or otherwise in connection with the Payroll Services. We shall ensure that our employees, officers, representatives or advisers to whom we disclose your Confidential Information comply with this clause 8 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
8.3 We shall not use your Confidential Information for any purpose other than to perform our obligations under or in connection with these Terms.
9.1 Nothing in the Terms shall limit our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) otherwise to the extent such liability cannot be excluded or limited under applicable law.
9.2 Subject to clause 9.1, we shall not have any liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (i) loss of profit; (ii) loss of goodwill; (iii) loss of business; (iv) loss of business opportunity; (v) loss of anticipated saving; (vi) loss of data; or (vii) special, indirect or consequential damage or loss arising under or in connection with these Terms.
9.3 We exclude all implied conditions, warranties, representations or other terms that may apply to your use of the Payroll Services.
9.4 Our liability is limited in line with our business insurances.
10.1 Without limiting either party’s rights or remedies, either party may terminate the Contract with immediate effect by notifying the other party in writing if the other party:
10.1.1 commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 20 days after being notified in writing to do so;
10.1.2 takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.
10.2 MPB may terminate the Contract with immediate effect by notifying you in writing if:
10.2.1 you fail to pay your invoices
10.2.2 enter into administration, liquidation whether voluntary or otherwise.
10.3 Clauses which expressly or by implication survive termination shall continue in full force and effect.
Any notice given to a party under or in connection with these Terms and/or the Contract shall be in writing, and shall be sent to the respective party personally, by prepaid first class post or recorded delivery, or by email – to the address or email specified in these Terms, and where no such address or email is given, at their principal place of business. Notices delivered by hand or sent by post shall be deemed to have been duly received however delivered at 10.00 am on the second day after posting or delivery. Notices sent by email shall be deemed to have been duly received at the time of transmission, or, if this time is outside of business hours in the place of receipt, when business hours resume. In this clause “business hours” means 9am – 5pm Monday to Friday, on a day that is not a public holiday in the place of receipt. This clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.
12.1 If you have any questions or complaints about the Payroll Services or the quality of our advice, or any feedback on how the Payroll Services could be improved, please contact us using any of the contact details above.
12.2 We undertake to look into any complaint carefully and promptly in accordance with our Complaints Policy and to do all we can to explain the position to you. If we have given you a less than satisfactory service, we undertake to do everything reasonable to put it right.
13.1 Assignment – (i) You shall not, without the prior written consent of MPB, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. (ii) MPB may at any time assign, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.2 Variation and Waiver – No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). No delay or omission by MPB in exercising any of its rights or remedies under these Terms or under any other applicable law on any occasion shall be deemed a waiver of such rights or remedies.
13.3 Severance – If any provision of the Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of the Contract shall continue in full force and effect.
13.4 Entire Agreement – (i) these Terms, constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. (ii) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.5 No Partnership – Unless otherwise stated in the Contract, nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Unless otherwise stated in these Terms, neither party shall have authority to act as agent for, or to bind, the other party in any way.
13.6 Third Party Rights – This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
13.7 Governing Law and Jurisdiction – These Terms and the rights and obligations of the parties to the Contract shall be governed, interpreted and construed solely in accordance with English Law and shall be subject to the exclusive jurisdiction of the Courts of England and Wales.