CherryPay Limited

STANDARD TERMS AND CONDITIONS OF BUSINESS

These terms and conditions should be read alongside the privacy notice.

1.      Applicable law

Our engagement letter, the schedule of services and our standard terms and conditions of business are governed by, and should be construed in accordance with, the law and practice of England and Wales. Each party agrees that the courts of England and Wales will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

2.      Client identification and verification

As with other professional services firms, we are required to identify and verify our clients for the purposes of the UK anti-money laundering legislation. Save in exceptional circumstances we cannot start work until this requirement has been met. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases including ID verification software.

3.      Client money

If we hold money on your behalf, such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with in accordance with the Association of Accounting Technicians’ (AAT) rules.

4.      Commissions and other benefits

In some circumstances we may receive commissions and/or other benefits for introductions to other professionals or in respect of transactions that we arrange for you. Where this happens, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits.

5.      Complaints

We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service, please contact Joseph Cherry. We agree to look into any complaint carefully and promptly and do everything reasonable to try and resolve it. If you are still not satisfied you can refer your complaint to our professional body, the Association of Accounting Technicians’ (AAT).

6.      Confidentiality

Communication between us is confidential. We shall take all reasonable steps not to disclose your information except where we are required to and as set out in our privacy notice. Unless we are authorised by you to disclose information on your behalf, this undertaking will apply during and after this engagement.

We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality and security terms.

7.      Conflicts of interest

If there is a conflict of interest in our relationship with you or in our relationship with you and another client that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards.

Where conflicts are identified that cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services. If this arises, we will inform you promptly. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours, subject, of course, to the obligations of confidentiality referred to above.

8.      Data protection

You acknowledge that we will act in accordance with the privacy notice we have supplied to you. Any consent you give for us to process your personal data on our engagement letter or further correspondence will be saved for reference.

9.      Disengagement

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 3 months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.

We reserve the right following termination for any reason to destroy any of your documents that we have not been able to return to you after a period of six months unless other laws or regulations require otherwise.

10.  Electronic and other communication

As instructed, we will communicate with you and with any third parties you instruct us to as set out in our covering letter and privacy notice via email or by other electronic means. The recipient is responsible for virus-checking emails and any attachments.

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 that 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. These are risks you must accept in return for greater efficiency and lower costs. If you do not wish to accept these risks, please let us know and we will communicate by hard copy, other than where electronic submission is mandatory.

Any communication by us with you sent through the post or DX system is deemed to arrive at your postal address two working days after the day that the document was sent.

When accessing information held electronically by HMRC, we may have access to more information than we need and will only access records reasonably required to carry out the contract.

You are required to keep us up to date with accurate contact details at all times. This is important to ensure that communications and papers are not sent to the incorrect address.

11. Fees and payment terms

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, as well as the level of risk.

If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.

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.

In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us, you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

We will usually bill monthly, and our invoices are due for payment within 14 days of issue. Our fees are exclusive of VAT, which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.

Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees.

It is our normal practice to issue applications for payment when dealing with continuous or recurring work. The payment terms for applications for payment are the same as for invoiced fees.

You authorise us to settle our agreed fees from any money held on your behalf in the client account.

Where this contract exists between us and a purchaser acting in the course of a business we reserve the right to charge interest on late-paid invoices at the rate of 8% above the Bank of England base rate 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 where it is fair and reasonable to do so.

If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

On termination of the engagement, you may appoint a new adviser. Where a new adviser requests professional clearance and handover information we reserve the right to charge you a reasonable fee for the provision of handover information.

12. Implementation

We will only assist with implementation of our advice if specifically instructed and agreed in writing.

13. Intellectual property rights

We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.

14. Interpretation

If any provision of this engagement letter, schedules of services or standard terms and conditions is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never been inserted.

In the event of any conflict between these standard terms and conditions and the engagement letter or schedules of services, the relevant provision in the engagement letter or schedules will take precedence.

15. Internal disputes within a client

If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of a business client, it should be noted that where our client is the business, 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 normal mailing address for the attention of the directors or 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/the LLP and take no further action until the relevant party has agreed the action to be taken.

16. Investment advice (including insurance mediation services)

Investment business is regulated under the Financial Services and Markets Act 2000.

If, during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority or licensed by a designated professional body as we are not authorised to give such advice.

17. Lien

Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

18. Limitation of liability

We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence, fraud or wilful default.

Exclusion of liability for loss caused by others

We will not be liable if such losses, penalties, interest or additional tax liabilities are caused by 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 caused by a failure to act on our advice or a failure to provide us with relevant information.

In particular, where we refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.

Exclusion of liability in relation to circumstances beyond our control

We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.

Exclusion of liability relating to non-disclosure or misrepresentation

We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us.

This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures that 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 us to have carried out in the circumstances.

Indemnity for unauthorised disclosure

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 that we spend in defending it.

Limitation of aggregate liability

Where the engagement letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this company, its directors, agents and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work.

You have agreed that you will not bring any claim of a kind that is included within the subject of the limit against any of our directors or employees; on a personal basis.

19. Limitation of third-party rights

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 that 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.

20. Period of engagement and termination

Unless otherwise agreed in the engagement letter our work will begin when we receive your implicit or explicit acceptance of that letter, except as stated in that letter we will not be responsible for periods before that date.

Each of us may terminate this agreement by giving not less than 21 days’ 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 or HMRC with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

In the event of termination of this 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.

If you engage us for a one-off piece of work (for example advice on a one-off transaction or preparation of a tax return for one year only) the engagement ceases as soon as that work is completed.  The date of completion of the work is taken to be the termination date and we owe you no duties and we will not undertake further work beyond that date.

Where recurring work is provided (for example ongoing compliance work such as the completion of annual tax returns) the engagement ceases on the relevant date in relation to the termination as set out above.  Unless immediate termination applies, in practice this means that the relevant termination date is:

·         21 days after the date of notice of termination; or

·         A later agreed date

We owe you no duties beyond the date of termination and will not undertake any further work.

21. Professional body rules

We will observe and act in accordance with the byelaws, regulations and ethical guidelines of the Association of Accounting Technicians’ (AAT) and will accept instructions to act for you on this basis.

You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.

In particular, you give us the authority to correct errors made by HMRC where we become aware of them. In addition, we will not undertake tax planning which breaches Professional Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and the targeted anti-avoidance rule. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements at our offices. The requirements are also available online at: https://www.aat.org.uk/membership/standards-requirements.

The implications of professional body membership as it relates to GDPR are set out in the privacy notice, which should be read alongside these standard terms and conditions of business.

22. Reliance on advice

We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example, during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing. However, bear in mind that advice is only valid at the date it is given.

23. Retention of papers

You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work, we may collect information from you and others relevant to your tax affairs. We will return any original documents to you wherever possible.

When we cease to act for you we will seek to agree the position on access to cloud-accounting records to ensure continuity of service. This may require you to enter direct engagements with the software providers and pay for that service separately. Documents and records relevant to your tax affairs are required by law to be retained as follows:

Individuals, trustees and partnerships

·         with trading or rental income: five years and 10 months after the end of the tax year;

·         otherwise: 22 months after the end of the tax year.

Companies, LLPs and other corporate entities

·         six years from the end of the accounting period.

While certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than seven years old. This includes your documents if they have not been reclaimed by you within the seven-year period. You must tell us if you require the return of any specific document or their retention for a longer period.

You should retain documents that are sent to you by us as set out in the privacy notice, which should be read alongside these terms and conditions.

24. The Provision of Services Regulations 2009 (‘Services Directive’)

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 or by request from us.

PAYROLL SERVICES

SCHEDULE OF SERVICES

This schedule should be read in conjunction with the engagement letter and the standard terms and conditions.

Recurring compliance work

1.        We will prepare your UK payroll for each payroll period to meet UK employment tax requirements, where paying actual as opposed to deemed employees, specifically:

a.      calculating the pay as you earn (PAYE) deductions including at the Scottish and Welsh rates of income tax, if applicable;

b.      calculating the employees’ national insurance contributions (NIC) deductions;

c.      calculating the employer’s NIC liabilities;

d.      calculating statutory payments – for example, statutory sick pay and/or statutory maternity pay;

e.      calculating reclaims of statutory payment – for example, maternity payments;

f.        calculating employee and employer pension contributions for employees and workers who are members of workplace pension schemes (including those who are auto enrolled) on the basis of the information your provide;

g.       claiming employment allowance;

h.      calculating, if appropriate, apprenticeship levy;

i.        calculating other statutory and non-statutory deductions; and

j.        submitting information online to HMRC under real-time information (RTI) for PAYE.

1.2     Where a director/employee of your company is a deemed employee of a client under the IR35 rules, we shall calculate the deemed employment payment(s) and account via payroll to HMRC for associated PAYE tax, including at the Scottish and Welsh rates of income tax if applicable, and employee and employer NIC;

1.3     Where the off-payroll working rules apply to work carried out by your company for your clients and your company pays the personal service companies of deemed employees, we will prepare your UK payroll for each payroll period to meet UK employment tax and off-payroll working requirements, specifically:

a.      calculating the pay as you earn (PAYE) income tax deductions, including at the Scottish and Welsh rates of income tax, if applicable;

b.      calculating the employees’ NIC deductions;

c.      calculating the employer’s NIC liabilities;

d.      calculating other statutory and non-statutory deductions including apprenticeship levy;

e.      indicating that the individual is a deemed employee using the off-payroll worker marker (OPW); and

f.        submitting information online to HMRC under Real Time Information (RTI) for PAYE.

1.4     Where you are onward paying to an employee/director of the company fees received by the company where the employee/director has been treated as a deemed employee in the payroll of a third party under the off payroll working rules, we will prepare your UK payroll for each payroll period to meet UK employment tax and IR35 and off-payroll working requirements, specifically:

a.      treating the employees’ pay up to the amount of net fees received under the off payroll working rules as not subject to pay as you earn (PAYE) income tax deductions nor employee or employer national insurance contributions, and

b.      submitting information online to HMRC under Real Time Information (RTI) for PAYE.

1.5     Where you have contractors working for your company through their own personal service companies, we shall help you to determine whether or not your company is “small” under the off payroll working rules.

1.6     Where you have contractors working for your company through their own personal service companies and your company is not “small” under the off payroll working rules we will help you to determine the deemed employment status of those contractors. 

1.7     Where you have contractors working for your company through their own personal service companies and your company is not “small” under the off payroll working rules we will help you prepare employment status determination statements to give to those contractors and labour supply agencies that you have contracted with.

1.8     If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.

2.        We will prepare and send to you the following documents before the time of payment through the payroll or due date for delivering information to HMRC:

a.      payroll summary report showing the reconciliation from gross to net for each employee and deemed employee and all relevant payroll totals

b.      a payslip for each employee and deemed employee unless not required;

c.      a P45 for each leaver both actual and deemed employees;

d.      a report showing your PAYE and NIC liability student loan repayments of actual employees but not deemed employees and apprenticeship levy and due date for payment; and

e.      a report showing pension contributions payable in respect of each employee but not deemed employee to the respective workplace pension scheme(s) of which they are members and the due date(s) for payment.

3.        We will submit FPSs online to HMRC on the basis of the data provided by you. FPSs must reach HMRC normally on or before the payday. You must ensure that the data provided to us is complete and accurate, and your attention is drawn to your legal responsibilities as set out below from paragraph 14 onwards.

4.        For each tax month we will prepare, where appropriate, an employer payment summary (EPS) from the information and explanations that you provide to us. Examples of EPS data include statutory payments, employment allowance, Construction Industry Scheme deductions, apprenticeship levy allowance allocated to the PAYE scheme, apprenticeship allowance payable to date and confirmation that no payments were made to employees.

5.        We will submit EPSs to HMRC on the basis of the data provided by you. EPSs must reach HMRC by the 19th of the month following the tax month to which they relate. You must ensure that the data provided to us is complete and accurate, and your attention is drawn to your legal responsibilities as set out below from paragraph 14 onwards.

6.        At the end of the payroll year, we will:

a.      prepare the final FPS (or EPS) and submit this to HMRC on the basis of the data provided by you. The final FPS (or EPS) for the year must reach HMRC by 19 April following the end of the tax year. You must ensure that the data provided to us is complete and accurate and your attention is drawn to your legal responsibilities as set out below from paragraph 14 onwards;

b.      prepare and send to you form P60 for each employee on the payroll at the year-end so that you can give them to employees by the statutory due date of 31 May following the end of the tax year;

c.      prepare and send to you a statement for every employee for whom benefits-in-kind (BiK) have been payrolled, identifying every benefit provided to each employee during the tax year and the cash equivalent of each benefit treated as PAYE income so you can give them to employees by the statutory due date of 31 May following the end of the tax year;

d.      give you details of the class 1A NIC on payrolled BiK, which we will account for on form P11D(b) if we do this for you (see separate schedule of services) and the due date for payment,

e.      give you details of the class 1A NIC on expenses accounted for in the payroll, which we will account for on form P11D(b) if we do this for you (see separate schedule of services) and the due date for payment,

f.        give you details of the figures that will be included on forms P11D if we do this for you (see separate schedule of services) to account for income tax in respect of expenses for which class 1 NIC has been accounted for in the payroll.

7.        We will submit national insurance number (NINO) verification requests as appropriate to verify or obtain a NINO for a new employee.

8.        Note that we will only deal with the nominated person within the organisation where our support service is not undertaken. Any enquiries from individual employees concerning their wages or other payroll details will be:

a.      referred back to that responsible person, where our support service is not undertaken

b.      dealt with directly with the employee where support services are undertaken, provided they have confirmed their national insurance number and date of birth

9.        Ad hoc queries by way of telephone and email enquiries are not routine compliance and may result in additional fees. As indicated below, where appropriate we will aim to discuss and agree additional fees, but it may not always be possible to agree these in advance and we reserve the right to charge you an additional fee for these queries.

Ad hoc and advisory work

10.    Where you have instructed us to do so we will provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These services will be subject to the terms of this engagement letter and standard terms and conditions of business unless we decide to issue a separate engagement letter. An additional fee may be charged for these services. Examples of such work include:

a.      advising on ad hoc transactions (for example, termination payments to employees) and queries (including telephone conversations), preparing and submitting information in the relevant format to HMRC and calculating any related tax and NIC liabilities;

b.      dealing with any compliance check or enquiry by HMRC into the payroll returns;

c.      preparing and submitting any amended returns or data for previous tax years and corresponding with HMRC as necessary;

d.      where your company is a personal service company, helping you to determine deemed employment status under the IR35 rules for work undertaken for clients by the company;

e.      where your company is a personal service company and deemed employment status under the IR35 rules applies to work undertaken for clients by the company, calculating deemed employment payments and accounting through payroll to HMRC for tax and NIC etc;

f.        where the off payroll working rules apply and your company pays deemed employees’ personal service companies, accounting via payroll for tax and NIC etc on the payments where you have contractors working for your company through their own personal service companies, helping you to determine whether or not your company is “small” under the off payroll working rules;

g.       where you have contractors working for your company via their own personal service companies and your company is not “small” under the off payroll working rules, helping you to determine the deemed employment status of those contractors and prepare employment status determination statements to give to those contractors and labour supply agencies that you have contracted with;

h.      helping with setting up and administering workplace pension schemes, including referring you to appropriate specialists where necessary;

i.        agreeing with you which employer-provided BiK will be processed through the payroll and for which employees, registering the PAYE scheme to payroll BiK, processing through the payroll cash equivalent notional amounts, notifying HMRC of in-year changes, advising you on the payment of associated class 1A NIC, preparing and submitting return P11D(b), and notifications to employees;

j.        preparing and submitting returns P11D and P11D(b) for employee BiK and expenses, and advising on the payment of associated class 1A NIC (such work if undertaken is covered in a separate schedule of services);

k.       assisting you in the operation of the Construction Industry Scheme (CIS) for subcontractors;

l.        conducting PAYE, and benefits and expenses health checks; and

m.    helping you to allocate apprenticeship levy allowance across your different PAYE schemes/group companies/connected charities.

11.    Where specialist advice is required on occasion, we may need to seek this from or refer you to appropriate specialists. We will only do this when instructed by the nominated person.

Changes in the law or public policy and practice

12.    We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or public policy and practice or your circumstances.

13.    We will accept no liability for losses arising from changes in the law or public policy and practice that are first published after the date on which the advice is given.

Your responsibilities

14.    You are legally responsible for:

a.      ensuring that the data in your payroll submissions is correct and complete;

b.      making any submissions by the due date;

c.      paying tax and NIC on time.

Failure to do this may lead to penalties and/or interest.

15.    Employers cannot delegate this legal responsibility to others. You agree to check that submissions that we have prepared for you are correct and complete before you approve them.

16.    You are responsible for maintaining your employees’ information, including any changes to the employees’ bank account details.

17.    To enable us to carry out our work you agree:

a.      that all information required to be delivered online is submitted on the basis of full disclosure;

b.      to provide full information necessary for dealing with your payroll affairs and workplace pension scheme contributions; we will rely on the information and documents being true, correct and complete, and will not audit the information or those documents;

c.      to agree with us the name(s) of the person(s) authorised by you to notify us of changes in employees and in rates of pay. We will process the changes only if notified by that/those individual(s);

d.      to advise us in writing of changes of payroll pay dates and workplace pension scheme contribution dates;

e.      to notify us at least 2 working day(s) prior to the payroll pay date of all transactions or events that may need to be reflected in the payroll for the period, including details of:

·         all new employees (via a completed new employee form);

·         all leavers and any termination payments;

·         all changes to remuneration packages;

·         all pension scheme changes;

·         all changes to benefits and expenses reportable under an existing payrolling benefits and expense online service registration; and

·         irregular and/or ad hoc payments and the dates to be paid.

f.        to approve or provide the data required to complete:

·         in-year FPS by at least 2 working days prior to payroll pay dates so that they can be submitted on or before payday, or as agreed with us;

·         in-year EPS by at least 2 days prior to 19th of the month following the tax month;

·         final FPS (or EPS when applicable) for the year at least 2 days prior to 19 April following the end of the tax year; and

·         Earlier year update or adjustment within 6 tax years.

g.       to authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs.

17.1     To enable us to calculate the deemed employment payment(s), you agree to provide us with the following information by 19th of the following month of completion for each assignment for which a director/employee was a deemed employee of the client:

·         fees for off-payroll work paid by the client to the company;

·         payments that would have been employment income made by the client directly to the director/employee;

·         expenses paid by the company to the director/employee that would have been deductible for tax against employment income had the director/employee been directly employed by the client;

·         capital allowances on equipment bought by the company for the deemed employment;

·         pension contributions paid by the company for the director/employee; and

·         salary and benefits paid by the company to the director/employee and PAYE tax and employee NIC, and as a separate figure employer NIC, accounted for to HMRC.

18.    You will keep us informed of material changes in circumstances that could affect the payroll. If you are unsure whether the change is material or not, please let us know so that we can assess its significance.

19.    Where you wish for us to deal with HMRC communications you will forward to us all communications received from HMRC. These must be provided in time to enable us to deal with them as may be necessary within the statutory time limits. It is essential that you let us have copies of any correspondence received because HMRC is not obliged to send us copies of all communications issued to you.

20.    If the information required to complete the payroll services set out above is received later than the dates specified above or agreed with us, we will still endeavour to process the payroll and returns to meet the agreed payroll date and filing deadlines but we will not be liable for any costs or other losses arising if the payroll is late or the returns are filed late in these circumstances. We may charge an additional fee, which will be agreed in advance, for work carried out in a shorter time period.

21.    Our services as detailed above are subject to the limitations on our liability set out in the engagement letter and in paragraph 18 of our standard terms and conditions of business. These are important provisions, which you should read and consider carefully. 

22.    You must also refer to the attached schedule confirming data processing details.

PAYROLL SERVICES – AUTO-ENROLMENT

SCHEDULE OF SERVICES

Note that your auto-enrolment duties commence as soon as you become a “new employer”

This schedule should be read in conjunction with the engagement letter and the standard terms and conditions.

Recurring compliance work

1.        As part of the preparation of your UK payroll, we will:

a.      calculate the deductions to be made from each worker’s pay;

b.      calculate the contribution you as an employer are obliged to make to the scheme; and

c.      process through the payroll any refunds from the scheme.

2.        We will include the pension payments on the following documents

a.      the payroll summary report showing the reconciliation from gross to net for each employee and all relevant payroll totals;

b.      the payslips for each employee (unless payslips are not required);

c.      a report showing your total pension contributions (employees and employers) and due date for payment.

3.        We can provide advice to you regarding your choice of a pension scheme, but we are not authorised to provide specific advice to your employees. You are responsible for choosing a pension scheme that meets the automatic enrolment qualifying criteria and we recommend that you take appropriate independent advice

4.        We can assist you by:

a.      providing factual information about pension schemes;

b.      helping you to compare schemes;

c.      referring you to a specialist adviser; and

d.      referring you to guidance issued by The Pensions Regulator on pension scheme selection.

5.        We will help you to establish which category each worker falls into, whether entitled worker, eligible jobholder or non-eligible jobholder.

6.        Where your pension provider doesn’t, we will prepare and send to you a notice to send to each non-eligible jobholder that sets out certain information about opting into an automatic enrolment scheme and what this means for them. If the non-eligible jobholder chooses to opt in, you will enrol them onto the scheme on receipt of an opt-in notice. We will assist you in this process. We will send information to the pension scheme about those non-eligible jobholders who choose to opt in.

7.        Where your pension provider doesn’t, we will prepare and send to you a notice to send to each entitled worker, giving them information about joining a pension scheme and what it means for them. This includes new starters and those becoming eligible to be enrolled by age or earnings. They do not need to be automatically enrolled but have the right to opt in. You will arrange membership to a scheme for those entitled workers who choose to join and complete a joining notice. This can be a different scheme to the one used for auto-enrolment. We will assist you in this process.

8.        Where your pension provider doesn’t, we will prepare a notice for you to give to the eligible jobholder telling them that they have been enrolled, setting out what that means for them and also detailing their right to opt out (and to opt back in again). You must re-enrol eligible jobholders every three years. We recommend that you establish a process for this review.

9.        Where we do not complete your declaration of compliance to The Pensions Regulator on your behalf if agreed in advance, we will, on receipt of the scheme information from you and the pension provider, assist you to do this yourself.

10.    Ad hoc queries by way of telephone and email enquiries are not routine compliance and may result in additional fees. As indicated below, where appropriate we will aim to discuss and agree additional fees, but it may not always be possible to agree these in advance and we reserve the right to charge you an additional fee for these queries.

Ad hoc and advisory work

11.    Where you have instructed us to do so we will provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These services will be subject to the terms of this engagement letter and standard terms and conditions of business unless we decide to issue a separate engagement letter. An additional fee may be charged for these services.  Examples of such work include:

a.      dealing with any enquiry from The Pensions Regulator; and

b.      preparing any amended records that may be required and corresponding with The Pensions Regulator as necessary.

12.    Where specialist advice is required on occasion, we may need to seek this from or refer you to appropriate specialists. We will only do this when instructed by the nominated person.

Changes in the law or public policy and practice

13.    We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or public policy and practice or your circumstances.

14.    We will accept no liability for losses arising from changes in the law or public policy and practice that are first published after the date on which the advice is given.

Your responsibilities

15.    You are legally responsible for:

a.      ensuring that your payroll and pensions records are correct and complete; and

b.      making payment of pensions contributions on time.

16.    You will keep and retain the records required by law. These include:

a.      records about jobholders and workers, e.g. name, date of birth, national insurance number, gross earnings, contributions, gender, address, status within the pension scheme, opt-in notice, opt-out notice and joining notice; and

b.      records about the pension scheme, e.g. employer pension scheme reference, scheme name and address, and other information in respect of specific pension schemes.

You must retain these records for six years except for requests to leave the pension scheme, which must be kept for four years.

17.    You are responsible for choosing an eligible scheme and for regularly reviewing that it meets the automatic enrolment qualifying criteria, and we recommend that you take appropriate independent advice.

18.    You are responsible for providing all relevant information to the trustees or managers of the pension scheme within the statutory period.

19.    You are responsible for the monitoring of workers’ age and earnings and agree to advise us on any change in categorisation or status of your workers.

20.    You are responsible for monitoring opt-in and opt-out requests and where workers with the right to opt in or opt out exercise that right. If required and requested by you, we will assist you in providing appropriate information for you to provide to the jobholder.

21.    You are responsible for providing the required statutory information to your workers. This includes writing to new starters and those becoming eligible to be enrolled by age or earnings within six weeks of them meeting the age or earnings criteria.

22.    You will enrol all eligible jobholders into an eligible pension scheme on the appropriate date.

23.    You are legally responsible for:

a.      choosing your re-enrolment date from within a six-month window, which starts three months before the third anniversary of your automatic enrolment staging date and ends three months after it; and

b.      assessing your job holders, including those enrolled into the scheme and those you will put back into the scheme.

24.    You are required within five calendar months from the start of your legal duties to make a declaration of compliance with The Pensions Regulator.

25.    You are required within five calendar months from the third anniversary of your prior duties start date or re-enrolment date to make a re-declaration of compliance with The Pensions Regulator.

26.    To enable us to carry out our work, you agree:

a.      to provide full information necessary for dealing with your workers’ pensions; we will rely on this information and documents being true, correct and complete, and will not audit the information or documents;

b.      to agree with us the name(s) of the person(s) authorised by you to notify us of changes in employees and in rates of pay. We will process the changes only if notified by that (those) individual(s);

c.      to advise us in writing of changes of payroll pay dates;

d.      to notify us at least [  ] working days prior to the payroll date of all transactions or events that may need to be considered in relation to auto-enrolment obligations for the period, including details of:

·         all new workers and details of their remuneration packages

·         all leavers and details of termination arrangements for all workers

·         changes in categorisation or status of your workers

·         all opt-in and opt-out requests from your workers

·         all remuneration changes for all workers

·         all pension scheme changes.

27.    You will keep us informed of material changes in circumstances that could affect the pension scheme, workers and deductions. If you are unsure whether the change is material or not, please let us know so that we can assess its significance or otherwise and to seek your authority to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs.

28.    Where you wish us to deal with them you will forward to us all communications received from The Pension Regulator. These must be provided in time to enable us to deal with them as may be necessary within the statutory time limits. It is essential that you let us have copies of any correspondence received because The Pension Regulator is not obliged to send us copies of all communications issued to you.

29.    If the information required to complete the services set out above is received less than 2 working days before the payroll date, we will endeavour to process the payroll to meet the agreed payroll date, but we will not be liable for any costs or other losses arising if the payroll is late in these circumstances. We may charge an additional fee which will be agreed in advance for work carried out in a shorter time period.

30.    Our services as detailed above are subject to the limitations on our liability set out in the engagement letter and in paragraph 18 of our standard terms and conditions of business. These are important provisions, which you should read and consider carefully. 

31.    You must also refer to the attached schedule confirming data processing details.

Schedule confirming data-processing details

Article 28 of the GDPR stipulates certain matters that must be included in contracts between data controllers and data processors

1.        Subject matter of processing

Processing of personal data in connection with the provision of payroll services as agreed in the engagement letter.

2.        Duration of the processing

For the duration of the engagement and any statutory retention period thereafter, unless otherwise instructed by the data controller.

3.        Nature and purpose of the processing

To collect, store, use, and otherwise process personal data as necessary to provide payroll services, including calculating pay, deductions, tax and National Insurance contributions, generating payslips, submitting information to HMRC, and fulfilling other payroll-related statutory obligations.

4.        Type(s) of personal data to be processed

Names, addresses, dates of birth, National Insurance numbers, tax references, financial details, employment and income information, and other data necessary for the performance of the services.

5.        Categories of data subjects

Clients, clients’ employees, directors, shareholders, contractors, and other individuals whose personal data is provided in connection with the services.

6.        Our obligations (as data processor) to you (as data controller)

a.        We will process personal data only on documented instructions from you, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by UK law; in such a case, we shall inform you of that legal requirement before processing, unless the law prohibits such information on important grounds of public interest.

b.      We will ensure that persons authorised to process the personal data (e.g. payroll staff) have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

c.      We will implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, as required under Article 32 of the UK GDPR, particularly in relation to payroll data.

d.      We will not engage another processor (e.g. payroll software provider or cloud service) without your prior written authorisation and will ensure that any such sub-processor is bound by the same data protection obligations.

e.      We will assist you in ensuring compliance with your obligations under Articles 32 to 36 of the UK GDPR, taking into account the nature of processing and the information available to us.

f.        We will, at your choice, delete or return all personal data to you after the end of the provision of payroll services, and delete existing copies unless UK law requires retention of the personal data.

g.       We will make available to you all information necessary to demonstrate compliance with our obligations and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you.

7.        Your obligations as data controller

a.      Providing documented instructions to us (the data processor) regarding the processing of personal data, including any instructions related to international data transfers.

b.      Ensuring that data subjects (e.g. employees) are provided with all necessary privacy information as required under Articles 13 and 14 of the UK GDPR, including the identity of the data controller, the purposes of processing, and their rights under data protection law.

c.      Ensuring the lawfulness of the processing, including having a valid legal basis for processing employee data for payroll purposes (e.g. performance of a contract or legal obligation).

d.      Ensuring the accuracy and completeness of the personal data provided to us for payroll processing.

e.      Responding to data subject rights requests, such as access, rectification, or erasure, and notifying us where our assistance is required.

f.        Notifying us without undue delay of any data breaches or incidents that may affect the processing of personal data we carry out on your behalf.

8.        Our responsibilities under GDPR

Nothing within this contract relieves us of our own direct responsibilities under the GDPR. This includes our obligations as an independent data controller where applicable (e.g. for our own employee or client records).

9.        Additional instructions – Technical and organisational security measures

We agree to implement and maintain appropriate technical and organisational measures to ensure the security of personal data processed in connection with the payroll services. These measures include, but are not limited to:

a.         Storing all personal data on secure, access-controlled servers or encrypted hard drives.

b.         Transmitting personal data electronically only via secure methods, including:

·         Password-protected files sent through email channels; or

·         A secure client portal (MyDocSafe) with appropriate access controls and audit trails.

c.         Restricting access to personal data to authorised personnel only, based on the principle of least privilege.

d.         Ensuring regular updates to security software and systems to protect against unauthorised access, loss, or disclosure.

e.         Not transferring personal data to any third party or external system without prior written authorisation from the data controller, unless required by law.

These measures are subject to ongoing review and may be updated to reflect changes in technology, risk, or regulatory requirements.