"Candidate" means a person identified in the Payroll Forms as having been employed by the Client.
"Client" means the client identified on the Payroll Forms for whom the Company has agreed to provide or procure the provision of Payroll Services to in accordance with these Conditions.
"Client Registration Form" means the form completed by the Client with these Conditions.
"The Company" means The Little Ones Payroll Service Limited (company number 09803379) whose registered office is at 3 Hanson Street, London, W1W 6TB.
"Conditions" means the terms and conditions of supply of Services as set out herein and any subsequent terms and conditions agreed in writing by the Company and the Client.
"Designated Provider" means any provider nominated by the Company to assist with the provision of the Payroll Services.
"Package Period" means, in relation to a particular Package, this can vary per client and commences upon the dates upon which the Candidate first begins his/her engagement with a Client.
"Employer Payroll Registration Details Forms" means the Employer Registration Form required by the Company to be completed by the Client in connection with the provision of the Payroll Services. This can be completed online or agreed via email.
"Payroll Forms" means the payroll forms provided by the Company to the Client for completion in connection with the provision of the Payroll Services.
"Payroll Services" means the payroll services to be provided by the Company and/or its Designated Provider to the Client as described in these Conditions.
"Payroll Service Fee" means the fee payable to the Company for the Payroll Services as set out in clause 5.
2.1 The Agreement between the Company and the Client for the provision of the Payroll and/or Pension Service shall come into force following confirmation of the Employer registration details, any relevant payroll forms required and payment of the Company fee (as outlined in Schedule 5)
2.2 By providing and confirming details and completed Payroll Forms to the Company, the Client acknowledges and accepts these Conditions.
2.3 These Conditions apply to the Agreement to the exclusion of all other terms and conditions.
2.4 Any variation of this Agreement (including any special terms and conditions agreed between the parties) must be agreed in writing between the parties.
3.1 In consideration of the payment by the Client of the Payroll Service Fee and subject to completion of the Payroll Forms, the Company shall provide or procure the provision of the Services for the Package Period.
3.2 The Company shall carry out its obligations under this Agreement with reasonable skill and care and to a reasonable standard.
3.3 The Company may use a Designated Provider or other third party to perform any of the Payroll Services and will use its reasonable endeavours to ensure that such third parties perform the Services with due care and skill.
3.4 The Company will make reasonable efforts to maintain adequate insurances in connection with the provision of the Payroll Services.
3.5 Unless otherwise agreed, the Company or a Designated Provider may send information by email. Use of email carries certain risks including non-delivery delays, data corruption, interception, transfer of viruses and loss of confidentiality. The Company does not accept any liability for any loss resulting from the use of email for communication between the Company and the Client or third parties. If the Client is in any doubt as to whether the email has come from the Company it should contact the Company by other means to check.
4.1 The Client must complete the Employer Payroll Registration Details Form prior to the commencement of the Services. The Client confirms that any information provided by it to the Company in respect of the provision of the Services (including information provided on the Payroll Forms and in connection with the provision of the payroll aspect of the Services) will be true, complete and accurate and not misleading. In particular, the Client will ensure that it discloses the correct amount agreed to be paid by the Client to the Candidate under any contract of employment.
4.2 The Company will use the information provided by the Client to procure the provision of Payroll documentation accordingly. The Company shall not be responsible for checking that the salary amounts quoted are in line with national minimum wage requirements - this is the responsibility of the Client.
4.3 The Client undertakes to notify the Company immediately of any changes to the employment or pay arrangements of a Candidate. This is to allow the Company sufficient time to process any amendments ahead of the next payroll run. The Company shall not be liable to the Client for any losses arising from errors in the documents or information which the Client has provided to the Company or for failure of the Client to provide correct and accurate information on the Payroll Forms. Where the Client fails to notify the Company of a change or has provided incorrect or misleading information and this results in the Company or the Designated Provider having to reprocess the payroll or perform additional work to correct payroll documentation then the Company will have the right at its discretion to charge an additional fee.
4.4 The Client must provide the necessary authorisations to allow the Company (or its contractors) to deal with HMRC directly in connection with the provision of the Services. In the event that the Client does not provide such authorisations, the Company shall not be obliged to provide the Package to the Client.
4.5 The Client undertakes to make payments by the date set out in any invoice. The Company will cease to provide the service including provision of payslips if payment is not made.
4.6 The Client undertakes to communicate in writing or make all necessary arrangements to cancel direct debit or standing orders set up if they no longer require the Payroll or Pension Service. The Company is not obliged to provide a refund in the event that a client has not cancelled the standing order or direct debit or communicated that a subscription should be cancelled even if the Company has ceased providing Payroll Services.
4.7 The Client is responsible for all payments at all times to HMRC even if the Payroll Service Fee is paid. The Client is responsible for ensuring that HMRC receives the correct amount of tax and National Insurance and that these are paid on time.
4.8 Little Ones UK Ltd provides permanent placement clients with a free payroll service for the first 3 calendar months. If in any year, a client wishes to cancel the service for the following year, the client must cancel the service within the 3 month subscription period or they will be charged an annual renewal fee for the following year.
5.1 Details of the key services and fees payable are as set out below:
|
SERVICES |
FEE PAYABLE FOR PROVISION OF SERVICES |
|
Provision of payroll services to a Client for the Package Period such services to comprise the following:
(Preparation of the P11 is not included in the main services – see fee column) |
Little Ones UK Ltd provides permanent placement clients with a free monthly payroll service for the first 3 calendar months. You may request weekly or fortnightly payslips for which a surcharge of £80 (Inc.VAT) per annum is payable to Little Ones Payroll during the first 3 months. Please note that if you would like the Payroll team to assist with your employer pension duties, this is not included in the complimentary period and chargeable at £96 (Inc.VAT) per annum. If a client has not cancelled the service within this 3 month period they will be charged an annual renewal fee, which will be the full fee payable according to clause 5.2. Clients will be notified of any changes by the payroll administrator. The amount specified in 5.2 for the preferred service will normally be collected every 12 calendar months, unless otherwise agreed. The first payment will be collected on the date the paid services commence and every 12 months thereafter until the service is cancelled. If the client wishes to change their payroll provider they will need to request a P11. The charge for preparation of this is £48. |
5.2 Our current Payroll Service and Pension Fees are:
|
Payroll Service Fee |
Payslip Frequency |
Cost(Inc.VAT) |
|
Annual Payslips |
Monthly |
£290 (Per Annum) |
|
Annual Payslips |
Weekly/Fortnightly |
£370 (Per Annum) |
|
Bi-Annual Payslips |
Monthly |
£190 (Bi-Annually) |
|
Bi-Annual Payslips |
Weekly/Fortnightly |
£240 (Bi-Annually) |
|
Quarterly Payslips |
Monthly |
£120 (Quarterly) |
|
Quarterly Payslips |
Weekly/Fortnightly |
£155 (Quarterly) |
|
Pension Service |
N/A |
£96 (Annually) |
*A minimum fee of £72 inc. VAT is applicable for any paid Payroll Service
|
Additional Non subscription Services |
|
|
Annual Pension Services |
£96 Inc. VAT |
|
P11 (For switching payroll providers) |
£48 Inc. VAT |
|
Declaration of Compliance |
£96 Inc. VAT |
5.3 Credit Card payments will be collected by the Worldpay Future Pay Direct service or Stripe online payments. The amount specified in 5.2 for the preferred service will be collected in line with your chosen subscription frequency. The first payment will be collected on the date the paid services commence and then at the frequency of the chosen subscription until the service is cancelled. (Please see section 6 for information on Cancellations and Terminations).
5.4 Should you wish to cancel your services you must notify the company by email at payroll@littleoneslondon.co.uk 14 days prior to the cessation of services to ensure the relevant compliance work is undertaken with HMRC.
5.5 Should you fail to pay the subscription fee services will cease and no further submissions to HMRC or other administrative tasks will be undertaken by the company in respect of your payroll requirements from the date your fee fell due.
5.6 The Subscription Fee stated above is inclusive of VAT. All payments must be in UK pounds sterling unless otherwise agreed in writing.
5.7 If the Subscription Fee is not paid when due, the Company is entitled (at its sole discretion) to charge interest on the Subscription Fee at the rate of 3% per annum above the base lending rate of the Bank of England from time to time.
5.8 The Client shall be liable for and shall indemnify the Company against all costs and expenses incurred by the Company in respect of any steps, actions or proceedings made or brought against the Client by the Company to obtain payment of any outstanding Subscription Fee and interest.
5.9 Subject to clause 5.7 and clause 6 of these Conditions, once the Subscription Fee has been paid, it is non- refundable, notwithstanding that a Candidate may leave his or her employment with a Client and not be replaced within the Package Period.
5.10 If a Candidate leaves employment with the Client part way through the Package Period and a replacement candidate is engaged through the Company, the Company will continue to provide the Services to the Client for the remainder of the Package Period.
5.11 For the avoidance of doubt, the Services shall consist of those matters set out in 5.1 above and shall not include calculations for employees of the Client (other than the Candidate), deductions in relation to pension contributions, record keeping in respect of pension contributions etc. To the extent that such additional services are required then the Company may be able to provide a quote for such service although it shall not be obliged to provide such service. The Subscription Fee covers one Candidate only.
5.12 If a client has set up direct debit to make payments to Little Ones Payroll Service they must themselves contact their bank and cancel this if they wish to stop making payments to Little Ones Payroll Service. Little Ones Payroll service will not refund payments that were received in the event that the client forgets to cancel their direct debit or standing order, regardless of any service provided to the client during that period.
6.1 If the Client is a consumer, he or she may cancel the Agreement by informing the Company in writing (payroll@littleoneslondon.co.uk) within 14 calendar days of the date of the Agreement (Cooling off period).
A client will be entitled to a full refund if they cancel during the cooling off period however, the company will not refund for any services that have already been provided to the client.
Example: A client pays the annual pension fee of £96 on June 1st. Little Ones Payroll Service at the express request of the client set this up on June 4th and notified the client. If the client cancels on June 10th in writing then the agreement will be cancelled but a refund of the £96 will not be provided as this service was provided
6.2 6.2 You can cancel your Little Ones Payroll Service at any time in writing (payroll@littleoneslondon.co.uk) and you will continue to have access to the Little Ones Payroll service through to the end of your Package period. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for any partial service periods. The Payroll Services will terminate in the event that the service period expires and is not renewed by the payment of an additional Payroll Service fee.
6.3 Either party may terminate the Agreement by notice in writing to the other at any time if:
6.3.1 the other party commits a material breach of these Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
6.3.2 the other party commits a material breach of these Conditions which cannot be remedied under any circumstances.
6.4 The Client may terminate this Agreement at any time but no refund of the Subscription Fee will be given.
6.5 Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.
6.6 Upon termination of the Services, the Company and/or a Designated Provider will notify HM Revenue and Customs that it is no longer acting on the Client's behalf.
6.7 6.7 Refunds / Complaints: The Company does not offer monetary refunds outside the Cooling Off period referred to in Clause 6, except at the sole discretion of the Managing Director (or Client Relations Manager). Any requests for refunds should go to payroll@littleoneslondon.co.uk
7.1 The Company shall not be liable for any losses which cannot reasonably be foreseen would result from the Company’s failure to comply with this Agreement.
7.2 The Company’s total liability in contract, tort, misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Services shall in all circumstances be limited to the Subscription Fee paid by the Client to the Company under these Conditions.
7.3 The Company does not employ the Candidates and any Contracts of Employment entered into between the Client and the Candidate are between those persons directly. The Client is responsible for complying with all employment, taxation, fiscal and other relevant legislation in respect of this Contract of Employment. The Client is also responsible for requesting any medical report in relation to a Candidate from a GP under the Access to Medical Reports Act 1988. The Client is responsible for ensuring that their home contents insurance includes cover for Employers and Public liability insurance for domestic workers, including childcare. The Company does not accept liability for any unpaid tax, national insurance contributions or other levies, charges or penalties imposed by any authority (including without limitation, HM Revenue & Customs and the Benefits Agency) however these arise. The Client is, and will always, remain the employer of the Candidate and will be responsible for payment of such costs. The Client is liable to pay the Candidate’s salary to the Candidate and meet any payments due to HMRC. The Company’s Designated Provider will act as the agent of the Client as authorised by the relevant Payroll Form.
7.4 This clause does not exclude or limit in any way the Company’s liability for:
7.4.1 death or personal injury caused by the negligence of the Company; or
7.4.2 fraud or fraudulent misrepresentation; or
7.4.3 any other matter for which it would be illegal or unlawful for the Company to exclude or attempt to exclude the Company’s liability.
8.1 Subject to clause 8.2, the Company will use reasonable endeavours to keep all of the information which the Client provides to it (including but not limited to any personal details relating to the Candidate) strictly confidential.
8.2 By entering into this Agreement, the Client consents to the Company passing on information to any Designated Provider in connection with the provision of the Services and to the disclosure of any information required by law or regulation. To the extent that it is required, the Client will procure that the Candidate expressly consents in writing to the disclosure of information relating to him/her to a Designated Provider.
9.1 The Company will not be liable or responsible for any failure to perform, or delay in the performance of, any of its obligations under this Agreement that is caused by events outside our reasonable control ("Force Majeure Event").
9.2 A Force Majeure Event includes any act, event, omission or accident beyond the reasonable control of the Company and includes in particular (without limitation) the following:
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack,
(c) war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) impossibility of the use of public or private telecommunications networks; and the acts, decrees, legislation, regulations or restrictions of any government.
(f) as a waiver of any subsequent breach of the same or any other provision.
9.3 The Company’s performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues and the Company will have an extension of time for performance of the Services. It shall not be liable for any disruption caused as a result of the Force Majeure Event.
10.1 All information provided by either party to the other, including but not limited to any personal details relating to the Candidate or the Client, will be treated as strictly confidential and will not be disclosed by either party to any third parties, unless required by law or regulation. The Company may assign, transfer or sub-contract any of its rights or obligations under this Agreement to any Designated Provider without the written consent of the other party at any time during the Agreement. The Client specifically consents to this by accepting these terms and conditions. The Client shall not be entitled to assign, transfer of sub-contract any of its rights or obligations under this Agreement without informing the Company in writing and obtaining written consent.
10.2 By entering into this Agreement the Client is also providing explicit consent to emails being sent from Payroll Administrator or other members of staff employed by the Company, to the Client’s email address. Some of these emails may contain personal data.
10.3 By entering into this Agreement the Client is also providing explicit consent to any transfer of their personal data outside the EEA as a result of email exchanges between the Company’s staff and the Client whilst one party is based outside the EEA which are necessary for the effective performance of the Company’s contractual obligations.
11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing either by letter or email addressed to the other party at its registered office or principal place of business or email address provided to the other for these purposes.
11.2 No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right
11.3 If any provision of these 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 Conditions and the remainder of the provision in question shall not be affected.
11.4 It is not intended that any of the terms of this agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to this Agreement.
11.5 English law shall apply to this agreement and the parties agree to submit to the jurisdiction of the English courts.