We think it's important to keep information regarding our terms of business easily accessible to all clients at any given time. Therefore, please find below:
Payroll for Nannies Standard Terms of Business
Last revised 14 August 2018
The following Standard Terms of Business apply to all engagements accepted by SRC-Time Ltd. All work carried out is subject to these terms except where changes are expressly agreed in writing.
Payroll for Nannies are trading names for SRC-Time Ltd (company registration no: 10626655) whose registered office is 2nd Floor, Stanford Gate, South Road, Brighton, BN1 6SB.
1 Professional Obligations
1.1 We will observe the by-laws, regulations and ethical guidelines of The Institute of Chartered Accountants in England and Wales, The Chartered Institute of Taxation and The Association of Taxation Technicians and accept instructions to act for you on the basis that we will act in accordance with those guidelines. Copies of these requirements are available for inspection in our offices.
1.2 Where you give us confidential information, we shall, at all times, keep it confidential except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to this engagement.
1.3 We reserve the right to act during this engagement for other clients whose interests may be adverse to yours. We will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you.
2 Investment Services
If, during the provision of professional services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority, as we are not. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services where these are complementary to or arise out of the professional services we are providing to you.
We are included on the register maintained by the Financial Services Register so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by The Institute of Chartered Accountants in England and Wales. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/register.
3 Commissions or Other Benefits
Commissions or other benefits may sometimes become payable to us in respect of introductions to other professionals or transactions we arrange for you. You will be notified in writing of the amount, the terms of payment and receipt of any such commissions or benefits. You consent to such commissions or other benefits being retained by us without our being liable to account to you for any such amounts.
4 Client Monies
4.1 We may, from time to time, 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 Clients’ Money Regulations of The Institute of Chartered Accountants in England and Wales and The Association of Taxation Technicians.
Payroll for Nannies
4.2 We shall request to H M Revenue & Customs to send any tax repayments direct to our office. Upon receipt we will review the calculations, deduct our fees, if any are outstanding, and send the balance to you immediately thereafter.
4.3 If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
5.1 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. All fee quotations are valid for 30 days.
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 a fee quote needs 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. Fixed fees must be settled by a monthly standing order/direct debit.
5.2 In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by H M Revenue and Customs. 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.
5.3 Unless otherwise agreed in advance, our invoices are payable in full on presentation. Payment can be made by direct bank credit, cheque, bank debit card or credit card up to £500 and direct debit. We will take unpaid invoices by direct debit within 14 days of the invoice being issued, if they have not been previously settled by other payment methods.
5.4 We may bill whenever work carried out on your behalf exceeds the sum of £250 or, if less, when the work is completed and our invoices are due for payment upon presentation. 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.
5.5 Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees.
5.6 It is our normal practice to ask clients to pay by monthly direct debit or standing order and to periodically adjust the monthly payment by reference to actual billings.
5.7 We will charge interest on late paid invoices at the rate of 18.9% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment Commercial Regulations 2002 for payments not received in accordance within our terms. We also reserve the right to suspend our services or cease to act for you on giving written notice if payments of any fees are unduly delayed. We intend to exercise these rights on all outstanding balances over 30 days old.
5.8 If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 14 days of receipt, failing which, you will be deemed to have accepted that payment is due.
5.9 If a client company, trust or other entity is unable or unwilling to settle our fees, we reserve the right to seek payment from the individual, or parent company, giving us instructions on behalf of the client and you agree that we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.
5.10 If it is necessary to carry out work outside the responsibilities outlined in this letter, it will involve additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records etc are completed to the agreed stage.
5.11 There are certain services for which we can agree a fixed fee and we are happy to discuss your requirements in this respect.
5.12 Accounts and Tax Return submission to the relevant bodies will not be processed until payment of our fees have been received. SRC will not be responsible for any late filing penalties that occur as a result of non payment of our fees.
6 Retention of and Access to Records
6.1 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, if requested. 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 – 5 years and 10 months after the end of the tax year;
• otherwise – 22 months after the end of the tax year.
• 6 years from the end of the accounting period.
6.2 Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old. You must tell us if you require the return or retention of any specific documents for a longer period.
7 Quality Control
As part of our ongoing commitment to providing a quality service, our files may periodically be subject to an independent quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.
8 Help us to give you the right service
8.1 If, at any time, you would like to discuss with us how our service to you could be improved, or, if you are dissatisfied with the service you are receiving, please let us know by telephoning Stephen Crouch, Michael Riazi or Hannah Thatcher.
8.2 We undertake to look into any complaint carefully and promptly, and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. If you are still not satisfied, you may of course take up matters with The Institute of Chartered Accountants in England and Wales, The Chartered Institute of Taxation or The Association of Taxation Technicians.
8.3 In order for us to provide you with a high quality service on an ongoing basis, it is essential that you provide us with relevant records and information, when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated Engagement letters.
We therefore reserve the right to cancel the engagement between us with immediate effect in the event of:-
• Your insolvency, bankruptcy or other arrangement being reached with creditors;
• Failure to pay our fees by the due dates;
• Either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.
9 Applicable Law
This engagement letter, the schedule of services and our standard terms and conditions of business are governed by, and should be construed in accordance with English Law. Each party agrees that the Courts of England 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.
10 Electronic and Other Communication
Unless you instruct us otherwise, we may, where appropriate, communicate with you and with third parties 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 which 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 bear 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 paper mail other than where electronic submission is mandatory.
Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.
11 Data Protection
11.1 We confirm that we will comply with the provisions of the GDPR when processing personal data about you and your family. In order to carry out the services of this engagement and for related purposes such as updating the enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you.
12 Contracts (Rights of Third Parties) Act 1999
12.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect
any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
12.2 The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
13 Money Laundering
13.1 As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request and retain from you such information and documentation as we require for these purposes and/or make searches of appropriate databases and to report, in accordance with the relevant legislation and regulations.
13.2 We have a duty under s.330 of the Proceeds of Crime Act 2002 to report to the National Crime Agency (NCA) if we know, or have reasonable cause to suspect, that you or anyone connected with your business are or have been involved in money laundering. Failure on our part to make a report where we have knowledge, or reasonable grounds for suspicion, would constitute a criminal offence.
13.3 The offence of money laundering is defined by s.340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.
This definition is very wide and would include such crimes as:-
• deliberate tax evasion;
• deliberate failure to inform the tax authorities of known underpayments or
• fraudulent claiming of benefits or grants; or
• obtaining a contract through bribery.
Clearly this list is by no means exhaustive.
13.4 We are obliged by law to report any instances of money laundering to the NCA without your knowledge or consent. In fact, we may commit the criminal offence of “tipping off” under s.333A of the Proceeds of Crime Act if we were to inform you that a report had been made. In consequence, neither the firm’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.
13.5 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by The Institute of Chartered Accountants in England and Wales.
14 Limitation of liability
14.1 We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default.
14.2 Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to 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 due to a failure to act on our advice or a failure to provide us with relevant information.
14.3 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.
14.4 Exclusion of liability relating to the discovery of fraud etc.
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 applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers.
This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.
14.5 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.
14.6 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. By signing the engagement letter, you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it, you should contact us to discuss it before signing the engagement letter.
15 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 which you make available to them. A party to this agreement is the only person who has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
16 Period of Engagement and Termination
Unless otherwise agreed in the covering 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 co-operation with us or we have reason to believe that you have provided us or H M Revenue and Customs with misleading information, in which case, we may terminate this agreement immediately. We reserve the right to invoice for work carried out up to the date of termination which has not been invoiced or recovered by monthly payments or other instalment arrangement. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
Insofar as we are permitted to, 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 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.
19 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, eg 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.
20 Conflicts of Interest
We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible, this will be done on the basis of your informed consent. 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 confidentially referred to above.
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 15 months or more, we may issue to your last known address a disengagement letter and hence cease to act.
22 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 the business, it should be noted that our client is the business and 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 registered office/normal place of business for the attention of the directors/proprietors.
23 The Provision of Services Regulations 2009
We are registered to carry out audit work in the UK by the Institute of Chartered Accountants in England and Wales. Details of our audit registration can be viewed at www.auditregister.org.uk. Our registration number is C005482689.
Our professional indemnity insurer is Hiscox of 1 Great Street, St Helens, London EC34 8HX. The territorial coverage is worldwide; excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States or Canada.
Pension Terms and Conditions
TERMS & CONDITIONS FOR THE SUPPLY OF AUTO-ENROLMENT SERVICES
Payroll for Nannies is a trading name of SRC-Time Ltd (company registration no: 10626655) whose registered office is at 2nd Floor, Stanford Gate, South Road, Brighton, BN1 6SB. Payroll for Nannies acts in the capacity of ‘payroll agent’ for a client, being the person employing the employee. As ‘Pension Administrator’, Payroll for Nannies is not a party to any employment or other arrangement entered into between a client and that client’s employee and is therefore not responsible for fulfilling any statutory obligation or making any payment required by statute that may arise as a consequence of the relationship between employer and employee. These Terms were most recently updated on 08.10.2018. These Terms, and any Contract between us, are only in the English language.
a) If you are provided with a user identification code, password, or other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party save as permitted by these terms. If:
b) Nothing in these terms shall be interpreted or taken to mean that Payroll for Nannies is responsible for your compliance with the Pensions Act 2008, and any other legal requirements or obligations (including tax). Each Participating Employer remains solely liable for all such adherence and compliance.
c) At all times whilst being a Participating Employer, you must comply with: the provisions of the Scheme Rules; any applicable regulatory and statutory obligation (including payroll); and these terms.
d) While Payroll for Nannies will make all reasonable efforts to make clients aware of the pension contributions and legal duties of their proposed or actual employment arrangements under the PAYE system, Payroll for Nannies will not bear any responsibility for unpaid contributions or legislation breaches that may arise out of a client’s unfamiliarity with or lack of understanding of Auto enrolment legislation in terms of their own particular employment arrangements. It is the client’s responsibility to seek appropriate professional advice if required. Payroll for Nannies will not be held responsible for any additional contributions or fines issues by
The Pensions Regulator as a consequence of the client and/or failure to follow advice given by Payroll for Nannies.
2. PENSION SCHEME
a) In accepting these terms, you are confirming that you understand that there are multiple pension scheme providers and that Payroll for Nannies offer a default service of using NEST (National Employment Savings Trust) and that you have read and understood NEST terms and conditions.
b) Should you wish to use another pension service provider you must inform Payroll for Nannies upon subscription with the details of which pension scheme provider is being used.
3. PAYROLL FOR NANNIES SERVICE
a) Content and guidance on the Site is provided for your general information only and to inform you about Payroll for Nannies Services. It does not constitute technical, financial or legal advice, or any other type of advice, and should not be relied on for any purpose.
b) Payroll for Nannies warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these terms. You acknowledge and agree that Payroll for Nannies is not a regulated body and do not administer the Scheme themselves. If you have any questions or queries regarding how the Scheme is administered and regulated, please contact the scheme provider.
4. EMPLOYER OBLIGATIONS
a) In consideration for receiving the Services, you shall:
(i) provide Payroll for Nannies with such information as may reasonably be required to provide the Services and ensure that all such information and data provided to Payroll for Nannies and/or uploaded or submitted to the
Site is complete, true and accurate;
(ii) co-operate with Payroll for Nannies in all matters relating to the Services;
(iii) comply with all applicable laws, regulations, regulatory policies, guidelines, or codes of practice in place from time to time in connection with the Services;
(iv) be solely responsible for providing all necessary hardware, software, network facilities and telecommunications services to access and use the Services.
b) You agree to comply with any requests (which we may supplement from time to time) to confirm your identity, including verification of name, age, and address.
a) The Charges for the Services shall be as specified.
a) A party’s Confidential Information shall not be deemed to include information that:
(i) is or becomes publicly known other than through any act or omission of the receiving party;
(ii) was in the other party’s lawful possession before the disclosure;
(iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(iv) is independently developed by the receiving party, which independent development can be shown by written evidence.
b) Subject to Clause 11, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than as required for the supply of the Services.
c) A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.
7. INTELLECTUAL PROPERTY RIGHTS
a) All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by us.
b) The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on us obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to the Customer.
c) Payroll for Nannies owns all intellectual property rights in the Site, the Services (including the Platform) and the Documentation. Except as expressly stated herein, these terms do not grant any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
8. LIMITATION OF LIABILITY
a) Disclaimer: the Site and Services are provided on an ‘as is’ basis. To the fullest extent permitted by applicable law, we hereby disclaim, and make no representations or warranties of any kind, express or implied, regarding the Site or the Services, including without limitation:
(i) any implied representations, conditions, or warranties of merchantability, satisfactory quality, fitness for a particular purpose, title or non-infringement (whether by statute or common law);
(ii) that the Site or the Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, operate without error, or will contain any particular features or functionality; or
b) any implied warranty arising from the course of dealing or usage.
c) Nothing in these terms excludes the liability of Payroll for Nannies:
(i) for death or personal injury caused by Payroll for Nannies negligence; or
(ii) for fraud or fraudulent misrepresentation.
9. PERSONAL DATA
a) The handling and processing of personal data by Payroll for Nannies complies with the GDPR. Payroll for Nannies database of client information is securely protected against unauthorised entry. Payroll for Nannies observes a strict duty of confidentiality and will not disclose information held by it to any person without the client’s consent unless compelled to do so by law.
a) We may terminate our Services if you are in material or persistent breach of any of your obligations under these terms and if that breach is capable of remedy and the other has failed to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach.
b) On termination of these terms for any reason:
(i) all licences granted under these terms shall immediately terminate;
(ii) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these terms which existed at or before the date of termination shall not be affected or prejudiced.
a) Payroll for Nannies may need to amend these terms from time to time. Where you have registered with Payroll for Nannies, Payroll for Nannies will notify you of the changes made to these terms by, where possible, providing at least one month’s notice of such amendments. You acknowledge that this notice period may not always be possible where such amendments are required as a matter of law or regulation.
11. GENERAL TERMS
a) WAIVER: No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
b) SEVERANCE: If any provision (or part of a provision) of these terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
c) NO PARTNERSHIP OR AGENCY: Nothing in these terms is intended to, or shall operate to, create a partnership or agency between the parties to these terms or to authorise either party to act as adviser or representative of the other. No party shall have the authority to act in the name or on behalf of or otherwise to bind another party to these terms in any way.
d) FORCE MAJEURE: Payroll for Nannies shall have no liability for any breach of these terms caused by an event or circumstance beyond its reasonable control.
e) ENTIRE AGREEMENT: Each party acknowledges that in accepting these terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.
f) THIRD PARTY RIGHTS: These terms do not confer any rights on any person or party (other than the parties to these terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
a) Where you are required to notify Payroll for Nannies in accordance with any of these terms, such notice must be delivered by hand or sent by pre-paid first-class post or recorded delivery to the address set out at the beginning of these terms, or such other address as may have been notified by Payroll for Nannies for such purposes. Where you have registered with Payroll for Nannies, Payroll for Nannies will send any notices required under these terms, by pre-paid first-class post or recorded delivery to the address you specified when registering your account.
b) A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received 2 business days after posting.
13. GOVERNING LAW & JURISDICTION
a) These terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms.
a) In these terms:
(i) A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns;
(ii) a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
(iii) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular, and a reference to one gender shall include a reference to the other genders;
(iv) reference to a statute or statutory provision is a reference to it as it is amended, extended or re-enacted from time to time, and shall include all subordinate legislation made under that statute or statutory provision;
(v) any words following the terms including, include, in particular, for example or a similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
(vi) an obligation on a party not to do something includes an obligation not to allow that thing to be done.
a) Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
b) Charges: the charges payable by the Customer for the supply of the Services;
c) Commencement Date: has the meaning set out in Clause 6.
d) Customer: you or the person or firm on whose behalf you have subscribed for the Services from us;
e) Default Service: the standard form of the Services which we shall automatically implement for you unless you specify otherwise.
f) Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential, information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
g) Payroll Services: the contract entered into by the Customer with SRC-Time Ltd trading as Payroll for Nannies for payroll services;
h) NEST: National Employer Savings Trust;
i) The Pensions Regulator (TPR): the UK regulator of work based pension schemes;
j) Services: the services, supplied by us to the Customer as set out in the Specification, which in the absence of agreement otherwise will be implemented automatically as the Default Service.
TERMS & CONDITIONS FOR THE SUPPLY OF BACS
1. Payroll for Nannies are trading names of SRC-Time Ltd (company registration no: 10626655) whose registered office is at 2ND Floor, Stanford Gate, South Road, Brighton, BN1 6SB. Payroll for Nannies acts in the capacity of payroll agent for a client, being the person employing the nanny. As payroll agent, Payroll for Nannies is not a party to any employment or other arrangement entered into between a client and that client’s employee and is therefore not responsible for fulfilling any statutory obligation or making any payment required by statute that may arise as a consequence of the relationship between employer and employee.
2. Unless superseded by clauses within these Terms & Conditions, all clauses within the standard Payroll for Nannies Terms & Conditions, already provided or made available to the client on commencement of their agreement with Payroll for Nannies, will form part of the contract between Payroll for Nannies and their clients. If the client is unsure whether they have seen the standard Payroll for Nannies terms & conditions, it is their responsibility to obtain a copy from Payroll for Nannies.
3. All pay periods administered by Payroll for Nannies are based upon calendar months.
4. The Payroll for Nannies standard service fees are payable monthly and will be taken by direct debit from the client’s account, and its fees (plus VAT) will be payable immediately in full as per the standard Payroll for Nannies Terms & Conditions. The Payroll for Nannies administration cost for providing the increased service over and above the standard service will be charged monthly and will be taken by direct debit from the client’s account at the time of drawdown of the funds required for the employee’s wages.
5. It is the client’s sole responsibility to advise Payroll for Nannies of any amendments to their employee(s) pay details within the timescale notified by Payroll for Nannies. Payroll for Nannies reserve the right to apply a £6 administration fee to cover any back-processing required as a result of the client’s failure to notify Payroll for Nannies of any payroll amendments within the required timescale.
6. It is the client’s sole responsibility to ensure that they check:
a) All email notifications from Payroll for Nannies detailing monthly amounts due, and
b) All payslips either sent or made available in any other form immediately they are received/made available
7. It is the client’s sole responsibility to advise Payroll for Nannies of any changes to either their own or their employee’s bank account details in good time, giving at least six days’ notice prior to any funds being required to be taken from their own bank account, or payments made to their employee’s bank account.
8. It is the client’s sole responsibility to check any payslips, liabilities and invoices that follow a request to amend or change payroll information prior to a payrun. Payroll for Nannies will not be held responsible for any over/underpayment of the nanny’s wages or HMRC liabilities resulting from the client’s failure to check and approve any payslip and invoice amendments following a salary change at the client’s request.
9. It is the client’s sole responsibility to ensure that sufficient funds are in place in their own bank account to cover any amounts required to pay to their employee(s) and HMRC.
10. In the event of a Direct Debit failing due to an error by the client or their bank, it is the client’s sole responsibility to arrange an alternative method of payment to ensure that sufficient funds are with Payroll for Nannies to meet the client’s responsibilities regarding employee pay and HMRC liabilities. In the event of Payroll for Nannies being required to collect necessary funds via Credit/Debit Card and additional 2% handling fee will apply.
11. In the event of late notification or failure to advise Payroll for Nannies of amendments to pay details, it is the client’s sole responsibility to reclaim any overpayment of wages from their Nanny.
12. Payroll for Nannies will not accept liability for overpayment or underpayment of wages incurred as result of an error (howsoever arising) in processing a clients specified wage for any period in excess of one month from the date on which the first payslip for a full period of a month at the newly instructed rate is sent to the client. It is each client’s responsibility to check payslips received from Payroll for Nannies to ensure that the specific net pay or gross pay sum they have stipulated is shown on the first full month payslip provided.
13. Payroll for Nannies will not accept liability for any consequences arising from the failure of Payroll for Nannies to receive information from a client or of a client to receive information from Payroll for Nannies where such failure is due to a failure of the postal or other communications system (such as e-mail or telephone) or any other circumstances over which Payroll for Nannies has no direct control. Without prejudice to the generality of the foregoing, Payroll for Nannies accepts no liability for bank or other charges or expense incurred as a result of late or non-receipt of payslips and any consequent failure by a client to pay salaries. It is the clients responsibility at all times to ensure payment of salaries is made on time. Clients are requested to contact Payroll for Nannies if information they are expecting from Payroll for Nannies has not been received within 24 hours of it being due, unless they have already been advised by Payroll for Nannies of a longer timeframe or of specific reasons for such a delay.
14. The handling and processing of personal data by Payroll for Nannies complies with the Data Protection Act 1998. Payroll for Nannies database of client information is securely protected against unauthorised entry. Payroll for Nannies observes a strict duty of confidentiality and will not disclose information held by it to any person without the client’s consent unless compelled to do so by law.
15. Each party to this contract acknowledges that this contract, along with the standard Terms & Conditions of Payroll for Nannies already provided or made available, contains the whole agreement between the parties and that it has not relied on any oral or written representation made to it which is not set out in this contract. This paragraph is not intended to relieve a party of any liability incurred for fraud.
16. This contract shall be governed by English law.