Terms & Conditions of using PayRole

1. ‘PayRole’ is a trading name of Enable Limited (company registration no: 4552449). PayRole acts in the capacity of "payroll agent" on behalf of subscribers to its service. As "payroll agent", PayRole is not a party to any employment arrangement entered into between a client and that client’s employee and is therefore not responsible for fulfilling any statutory obligation or making any statutory payment that may arise as a consequence of the relationship between employer and employee.
2. All PayRole subscriptions will run for a minimum period of twelve months commencing from the first week or month of tax records maintained on behalf of a client. Where a client appoints PayRole with retrospective employment liability to be calculated and declared, that client’s subscription period will be backdated to the start of the period in question. Where the backdated period is more than twelve months duration an additional annual subscription (or subscriptions, if more than twenty four months) will be requested.
3. Subscriptions shall be automatically renewed at the expiry of the initial twelve month period unless terminated by either party by giving a minimum of three months’ notice in writing prior to the end of the initial contract. Thereafter, the subscription may be terminated at any time by either party giving not less than three months’ notice in writing.
4. PayRole’s fee is payable in full in advance prior to the date on which the client’s subscription commences. PayRole will not commence any services on the client’s behalf until such time as the fee has been paid. For subsequent subscription periods, PayRole’s fees will be payable prior to the expiry of the previous subscription period. Failure to pay by the required date will result in the suspension of any services being provided by PayRole at that time.
5. PayRole will only act as payroll agent in respect of a client’s employees who are resident in the UK and who are UK taxpayers and its services will cease in respect of any individual employee at such time as that employee is relocated outside the UK.
6. Where information concerning changes in employment arrangements are provided late by a client, and especially where this results in a significant amount of extra work for PayRole (e.g. in amending client records, reissuing payslips or resubmitting statutory forms to the Inland Revenue), PayRole reserves the right to reduce the period of a client's subscription, or charge an increased fee, at PayRole’s discretion, to cover the additional work involved. Reduction of the subscription period in accordance with this paragraph 6 will not, for the avoidance of doubt, reduce the fee payable to PayRole by the client.
7. A full refund of a new PayRole subscription is available within 14 days of joining if a client decides not to use the service. PayRole will retain an administrative fee of £20 plus VAT for full refunds requested after 14 days provided that the client does not use the service. No refund is available if the client wishes to terminate its subscription after 14 days in circumstances where the PayRole services have commenced.
8. In the event of a dispute arising between a client and that client’s employee, PayRole will act on the client's instructions. However, factual payroll information will not be unreasonably withheld from an employee who has, in any case, a statutory right to access to their PAYE records. PayRole also reserves the right to advise a client where that client’s proposed course of action in a dispute is in breach of its statutory obligations as an employer, and to refuse to carry out any such instructions from a client if this is the case.
9. The client must provide notice of any changes to its payroll by the dates notified to PayRole at the commencement of the client’s subscription or as subsequently amended with PayRole’s agreement. Where salary payments are made by BACS transfer on the client’s behalf, PayRole will not be held liable for any payments made in error where the error is caused by late notification by the client of changes to the payroll.
10. PayRole will not process any BACS transfer until it has received authorisation in the prescribed form from the person notified by the client under paragraph 11 below. PayRole will not be held liable for late payment of employees caused through late authorisation.
11. The client will notify PayRole in writing of the name of the authorised person (or persons) able to inform PayRole of changes to either employee personal data or payroll processing data, and also of the person (or persons) who is authorised to approve the BACS transfers.
12. PayRole will not bear any responsibility for Inland Revenue penalties or interest charges that may arise as a consequence of failure on a client's part to make income tax or National Insurance liability payments due by dates notified to that client either by PayRole or by the Inland Revenue, or as a consequence of the client’s failure to make information available to PayRole which would affect or delay the submission to the Inland Revenue of statutory returns by the relevant due dates.
13. PayRole will not accept liability for overpayment or underpayment of wages incurred as result of an error in processing a client’s specified wage for any period in excess of one month from the date on which the first payslip for a full period of a week or month at the newly instructed rate is sent to the client. It is each client’s responsibility to check payslips received from PayRole to ensure that the client’s instructions have been correctly processed.
14. PayRole will not bear any responsibility for Inland Revenue penalties or interest charges which may arise as a result of employment arrangements existing prior to a client appointing PayRole or for retrospective liability due or the consequences of late-filing a declaration of retrospective liability where the client appointed PayRole after the due date.
15. While PayRole will make all reasonable efforts to make clients aware of the tax and national insurance implications of their proposed or actual employment arrangements under the PAYE system, PayRole will not bear any responsibility for liabilities that may arise out of a client's unfamiliarity with or lack of understanding of how the PAYE system works in terms of their own particular employment arrangements. PayRole will not be held responsible for any additional tax or national insurance liability incurred as a consequence of the client’s failure to follow advice given by PayRole.
16. PayRole reserves the right to increase its annual fees and otherwise alter, amend and reissue the terms and conditions under which it provides its service as a result of changes in UK or European Union tax or employment law or as a result of issues that arise in the course of providing a service to its clients. Clients will be notified in advance of any fee increases and other changes to PayRole’s terms and conditions which affect them.
17. PayRole will not accept liability for any loss or damage, direct or indirect, arising as a result of any advice by PayRole Legal or the services of any other organisation introduced by, but not within the control of PayRole. PayRole will, when introducing any third party provider of services to the client, bring it to the client’s attention that such organisation is not controlled by or otherwise connected to PayRole. PayRole Legal is provided by LAW Express Ltd. which has indemnity insurance for the legal advice service that it provides, details of which will be notified on request.
18. PayRole is not liable for any loss or damage, direct or indirect, arising from the failure of PayRole to receive information from a client or of a client to receive information from PayRole where such failure is due to a failure of the postal system or any other circumstances over which PayRole has no direct control. Clients are requested to contact PayRole if information they are expecting from PayRole has not been received within ten working days of it being due - unless they have already been advised by PayRole of a longer timeframe or of specific reasons for such a delay.
19. This clause applies if the client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or if an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the client or if the client ceases or threatens to cease to carry on business or if in PayRole’s reasonable opinion any of the events mentioned above is about to occur in relation to the client and PayRole notifies the client accordingly.
    
    If this clause applies then, without prejudice to any other or remedy available to PayRole, PayRole shall be entitled to cancel the contract or suspend further services under the contract without any liability to the client where those services have not been paid for, and where services have been delivered but not paid for the fees shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
20. Any notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as the relevant party may from time to time notify to the other party for the purpose of this paragraph.
21. No waiver by PayRole of any breach of the contract by the client shall be considered as a waiver of any subsequent breach of the same or any other provision.
22. If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected thereby.
23. The handling and processing of personal data by PayRole complies with the Data Protection Act 1998. PayRole’s database of client information is securely protected against unauthorised entry. PayRole 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.
24. Each party to this contract acknowledges that this contract 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.
25. The contract shall be governed by the laws of England.

Current edition: issued 30/04/04