Baldwins Payestaff Limited

Standard Terms of Business (February 2015)

The following standard terms of business apply to all engagements accepted by Baldwins Payestaff Limited on or after 01 February 2015 and supersede all previous terms issued.  All work carried out is subject to these terms except where changes are expressly agreed in writing.

1.1 Baldwins Payestaff Limited (company registration no: 06376181) acts in the capacity of payroll provider on behalf of clients to its service.  As payroll provider Baldwins Payestaff Limited is not party to any employment arrangement entered into between a client and that clients employees 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.

1.2 Baldwins Payestaff Limited acts as a payroll provider only and will accept no liability or accept any responsibility for a clients PAYE employer scheme and staff or the payments to HMRC in relation to that scheme.

1.3 Baldwins Payestaff Limited acts only as a payroll provider to active clients.  If a client is in a position of having no staff at a particular time, or instructs Baldwins Payestaff Limited that they no longer require payroll services, the client may choose from 2 options re the HMRC PAYE scheme.

Option 1. Baldwins Payestaff Limited informs HMRC that we are no longer acting for the client in any way whatsoever.

Option 2 Baldwins Payestaff Limited will administer the HMRC PAYE scheme until the end of the financial year. Then file on line end of year returns for the company, then de-register the company from the HMRC PAYE scheme and inform HMRC that Baldwins Payestaff Limited are no longer acting for the client in any way whatsoever.

2.1  In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Royal & Sun Alliance Insurance Plc, St Mark’s Court, Chart Way, Horsham, West Sussex, RH12 1XL. 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 of America or Canada.

3.1  In the event of a dispute arising between a client and that client’s employee, Baldwins Payestaff Limited 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. Baldwins Payestaff Limited also reserve the right to advise a client, where that client’s proposed course of action in a dispute is in breach of his or her statutory obligations as an employer, and refuse to carry out any such instructions from a client if this is the case.

3.2 Baldwins Payestaff Limited will not bear any responsibility for HM Revenue & Customs penalties or interest charges that may arise as a consequence of failure on a client’s part to make Income Tax and/or National Insurance Contributions liability payments due by dates notified to that client either by Baldwins Payestaff Limited or by HM Revenue & Customs, or as a consequence of the client’s failure to make information available to Baldwins Payestaff Limited which would affect or delay the submission to HM Revenue & Customs of statutory returns by the relevant due dates.

3.3 Baldwins Payestaff Limited 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 pay period from the date on which the first wage slip for a full period at the newly instructed rate is sent to a client. It is each client’s responsibility to check wages slips and or payrun reports received from Baldwins Payestaff Limited to ensure that the information on them is correct as of wage slip date.

3.4 Baldwins Payestaff Limited will not bear any responsibility for HM Revenue & Customs penalties or interest charges which may arise as a result of employment arrangements existing prior to a client appointing Baldwins Payestaff Limited or for retrospective liability due or the consequences of late filing a declaration of retrospective liability where the client appointed Baldwins Payestaff Limited after the due date.

3.5 While Baldwins Payestaff Limited will make all reasonable efforts to make clients aware of the Tax & National insurance implications of their proposed or actual employment arrangements under the PAYE system, Baldwins Payestaff Limited 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. Baldwins Payestaff Limited 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 Baldwins Payestaff Limited.

3.6 Baldwins Payestaff Limited will accept no liability or accept any responsibility for any fines or penalties issued by The Pensions Regulator to the Employer which are a result of non-compliance by the Employer.

4.1 Baldwins Payestaff Limited reserves the right to alter, amend and re issue 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 changes to the terms and conditions of Baldwins Payestaff Limited which affect them.

5.1 Baldwins Payestaff Limited 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.

6.1  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.

7.1 Baldwins Payestaff Limited will contact HM Revenue & Customs to de-register a client’s PAYE scheme at the end of a client’s final employment of staff, only at the request of the client in writing either by letter or e-mail. Baldwins Payestaff Limited will not cancel a client’s PAYE scheme without this instruction and will not accept any consequences arising from a client’s failure to notify Baldwins Payestaff Limited of their closing instructions.

8.1 Our fees are computed on the basis of time spent on your affairs by the principals and our staff and sub-contractors or consultants, and on the levels of skill and responsibility involved. Disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs.

8.2 If it is necessary to carry out work outside the responsibilities outlined in this letter, we will advise you in advance. Any additional work may 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.

8.3 Invoices are payable in full (including disbursements) on presentation unless otherwise agreed.  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.

8.4 It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees arising from work agreed in this letter of engagement for the current and ensuing years. Once we have been able to assess the amount of work and time involved we would be grateful if you would agree to pay an amount to us on a regular basis.

8.5 We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed.  We accept settlement of fees by certain credit cards.

8.6 In the event that this company ceases to act in relation to your company’s affairs you agree to meet all reasonable costs of providing information to the company’s new advisers. In particular you agree to meet these costs where we are required by law to provide information to a successor company.

8.7 Baldwins Payestaff Limited reserve the right to suspend the payroll service & may inform HMRC that the company no longer acts for that client. If after this time the client wishes the company to act on their behalf, all unpaid invoices will have to be paid in full prior to any payroll processing on behalf of the client.

9.1 We confirm that 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 statements relevant to our engagement.

10.1 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 contacting one of our directors

10.2 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.

11.1 This engagement letter is governed by, and construed in accordance with, English law. 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 it may have 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.

11.2 If any provision in this Standard Terms of Business or any associated engagement letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.

11.3 We will not accept responsibility if you act on advice previously given without first confirming with us that the advice is still valid in light of any changes in the law or your circumstances.

11.4 We will accept no liability for losses arising from changes in the law or the interpretation thereof that occur after the date on which the advice is given.

12.1 Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.

12.2  It is the responsibility of the recipient to carry out a virus check on any attachments received.

13.1 To enable us to discharge the services agreed under our engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, we may obtain, use, process and disclose personal data about you / your business / company / partnership / its officers and employees. We confirm when processing data on your behalf that we will comply with the relevant provisions of the Data Protection Act 1998.

13.2 Sections 11 and 12 of the Data Protection Act 1998 place express obligations on you as a data controller where we as a data processor undertake the processing of personal data on your behalf. An example would be where we operate a payroll service for you. We therefore confirm that we will at all times comply with the requirements of the Data Protection Act 1998 when processing data on your behalf. In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller.

14.1 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.

14.2 The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

15.1 In common with all payroll providers, the company is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:

  • Maintain identification procedures for clients and beneficial owners of clients;
  • Maintain records of identification evidence and the work undertaken for the client; and
  • Report, in accordance with the relevant legislation and regulations.

15.2 We have a duty under section 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 another person is 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.

15.3 The offence of money laundering is defined by section 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 excessive repayments;
  • fraudulent claiming of benefits or grants; or
  • obtaining a contract through bribery.

Clearly this list is by no means exhaustive.

15.4 We are obliged by law to report any instances of money laundering to NCA without your knowledge or consent. In consequence, neither the firms’ principals nor staff may enter into any correspondence or discussions with you regarding such matters.

16.1 We will provide services as outlined in this letter with reasonable care and skill. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information, or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities.

16.2 You will not hold us, our principals and staff, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of our partners or employees personally.

16.3 Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

16.4 You are not permitted to use our name in any statement or document that you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that in accordance with applicable law are to be made public.

17.1 In the course of our providing services to you we may provide advice or reports or other work products in draft or interim form, or orally. However, final written work products will always prevail over any draft, interim or oral statements. Where you request it, we will provide you with written confirmation of matters stated orally.

18.1 If any provision of our engagement letter or terms of business is held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

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