ROLLPAY TERMS OF BUSINESS
Please consider our full terms of business below. If you have any questions please do not hesitate to contact us on 08001310131
In these Conditions the following terms shall have the meaning indicated:
“the Agreement” shall mean the contract between RollPay Bureau Limited and the Client to which these Conditions apply;
“the Client” shall mean you the person («Name_First»«Name_Last»), company or organisation («SingleLine») to whom RollPay Bureau Limited agrees to provide the Services in accordance with these Conditions. Will also be either a Partner or Employer as defined below;
“RollPay Bureau Limited ” means RollPay Bureau Limited, Company Number: 08178223 whose registered office is at 11 Melbourne Court, Millennium Way, Pride Park, Derby, DE24 8LZ
The “Services” means the services to be provided by RollPay Bureau Limited to the Client under the Agreement detailed in Clause 3 “Services”
“Partner” an interim body introducing an employer to RollPay Bureau Limited.
“Employer” means the company employing the staff for which we are processing the services.
“Quotation” means an electronic document sent from RollPay bureau Limited. This should be accepted online before terms are agreed.
Headings in these Conditions shall not affect their interpretation.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
A reference to writing or written includes faxes and e-mail.
Any obligation in the Agreement on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
References to these Conditions are to the conditions of the Agreement.
2) Scope of Conditions
These Conditions shall apply to and be incorporated into the Agreement; and
These Conditions shall prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Client, or implied by law, trade custom, practice or course of dealing.
The commencement of the provision of the Services by RollPay Bureau Limited (including provision during any trial period) constitutes an offer by RollPay Bureau Limited to supply the Services in accordance with these Conditions and the Client agreeing to use the Services constitutes acceptance of these Conditions The Clients’ standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Agreement.
3) The Services (where applicable):
This constitutes a portfolio of the Services which can be provided by RollPay. Details of the specific services which the Client requires under this Agreement are set out and agreed in the Quotation provided. For the avoidance of doubt unless a Client requirement for a particular Service or module are detailed within the Quotation RollPay shall not be liable to perform the Services set out herein.
These Service Level Agreements represent the mutual understanding of the Client and RollPay regarding:
The Services to be provided to the Client; and
The scope of Services that RollPay will provide and the Client responsibilities; and
How any issues regarding the specified Service will be supported.
Scope of Service
To provide the RollPay Managed Payroll Service, including cloud functionality and associated administration and access to RollPay Bureau substantially in accordance with this Service Level Agreement.
RollPay Managed Service
Client Responsibilities - Data Input will be submitted to RollPay via Clientpayrollportal.com (or via pre agreed format) with back up documentation as required within the pre agreed timetable.
RollPay Responsibilities - Unless otherwise detailed or amended below calculate and process data in accordance with the pre agreed timetable as well as Client’s requirements and statutory legislation.
Variable and Permanent Data (Data Input)
To be provided by the Client in the agreed format and to include effective dates.
Annual and Adhoc Pay Reviews
Advised as above with effective dates.
Starters (Data Input)
Advised as above as well as providing copies of P45/ P46/SSP1 (L) documentation.
Provide all HMRC mandatory details.
Provide details of leavers and any payments to be recovered. Also advise RollPay immediately of any late leavers to avoid overpayment and any action to be taken to recover any overpayment.
Audit and Check
Check own data input provided.
Sensibility checks on pre/post payroll results based on changes provided by Client as well as additional information entered by RollPay and correct accordingly
Provide details of absence to RollPay including details of maternity leave and MATB1, or other documentary evidence regarding an Employee’s entitlement to SSP/SMP/SPP/SAP. Forward SSP1/ SMP1 forms to Employee. Calculations in relation to Sick Pay Percentage Threshold.
Calculations in relation to the NICHOL scheme.
As above. Also forward SSP1/SMP1 forms as applicable to Client.
Calculate OSP/OMP/OAP/OPP as applicable
Provide details of absence to RollPay including details of maternity leave and MATB1 or all other documentary evidence.
Recovery of outstanding balances
Advise of any outstanding balances to be recovered.
Notify any outstanding balances that are unrecoverable from the Employee.
Payroll preview (only if pre-agreed)
Check payroll preview and advise RollPay of any changes by the pre agreed deadline.
Agree with RollPay prior to the normal payroll input submission deadline any large volume amendments / additional data to be included on the live run.
Individuals will be recalculated and new reports provided.
Ensure any changes to employer bank details are advised to RollPay 1 week prior to payroll input deadline. Also changes to Employee bank details are advised with payroll input submission.
Allow sufficient time for payroll to be processed for turnaround.
Submit payments in line with above.
RollPay Managed Service
Client Responsibilities - Data Input submitted to RollPay via Clientpayrollportal.com (or via pre agreed format) with back up documentation as required within the pre agreed timetable.
RollPay Responsibilities - Calculate and process data in accordance with the pre agreed timetable as well as Client’s requirements and statutory legislation.
Tax and National Insurance
Provide details and documentary evidence of all HMRC, or other special dispensation agreements. Ensure that all payroll Employees have valid National Insurance numbers. Where an Employee cannot provide an NI number, Client to trace NI Number and provide prior to tax year end.
All matters relating to Tax and NI will be dealt with as above. Where no agreement is in place RollPay will adhere to the statutory guidelines.
Supply copies of all court order documents received for Employees.
Court Orders will be processed only upon written instruction received. Administration fees at the prevailing rate will be deducted if applicable under the Client’s rules of practice.
Calculation of Advances
Provide details of payments that are required in exceptional circumstances only. Examples are;
New starter notified late to payroll
An overtime payment missed of the payroll run by mistake
An adhoc payment on account of earnings
Calculate the net advance due as requested. Deduct, where appropriate, the net advance in the next pay run or as advised by the Client.
Electronic Payslips / P45’s / Standard Reports.
Maintain nominated security contacts with RollPay in relation to access to reports/payslips as well as p45 delivery.
Provide access to online portal payslip & Standard Reports,delivery of p45’s.
Distribute P60’s to Employees where required.
Distribute P60s to Employee and Client via online portal.
Where required provided in an pre agreed format and submit along with P11Db to HMRC.
Calculate and pay to HMRC any class 1A due.
If prearranged RollPay can prodice and submit P11D on the Clients behalf – Additional Charges apply.
Ensure both Employee records and company PAYE details are correct and kept up to date.
On completion of any payrun RollPay will submit EPS (employer) & FPS (Employee) files electronically to HMRC on a per period basis.
Advise RollPay of any YTD cleardowns that should not be applied at the tax year end.
RollPay will Submit all statutory year end reports to HMRC electronically as required.
Dealing with information from Statutory bodies
i.e. Student Loans
Forward copies of all documentation where received as soon as available no later than the agreed timetable.
Payroll queries including gross to net, tax and NI queries from nominated contact.
Must provide a nominated contact and have all relevant information available when making an enquiry e.g. Employee name, payroll number, and either date of birth or NI Number.
Respond to nominated contact.
Government Agency Enquiries including HMRC, Child Support Agency and Benefits Agency etc.
Inform authorities in writing that RollPay is acting as Agent where appointed as such.
Client must notify the relevant authority within 14 days of any leaver with an outstanding court order.
RollPay do not unless pre agreed register for agent Status on behalf of the Client. We do not act as an agent for the courts.
If pre agreed and appointed agent RollPay will respond to HMRC as required.
Provide copy payslips/statements of earnings for lost P45’s/P60’s at additional charge. Available on Clientpayrollportal.com FOC.
Forward completed documentation to relevant parties.
The Client will have access to Clientpayrollportal.com functionality as part of the RollPay Managed Service. Access is dependent upon the Client having in place the appropriate technical infrastructure as further detailed within the Clientpayrollportal.com Service Description below.
Supported browsers are as follows; Microsoft Edge, Safari, Google Chrome and Firefox. Preferable to use Chrome for better experience
New Starter Wizard
Employee Email Invite
Employee Pay Details
Employer Bank and HMRC details
Data input (employer)
Employee individual hours input
Bulk Timesheet Upload
Holiday and Sickness management within calander
Expenses submission and processing
Individual employee timesheet submission and approval.
Payroll Processing Status
Send to RollPay
Employee Self Service
Online Payslips & P60
Chargeable option +
Clientpayrollportal.com - Modules
Included in Service
Payments by BACS/FASTER PAYMENTS
Scheduled Employee payments
Scheduled 3rd party payments – Tax, NI and other agreed third party payments
Employee payments via expense runs
Unscheduled Employee payments
Unscheduled third party payments
Payslips & standard forms
Standard Electronic Payslips
Standard electronic P45s
P46 Car Forms
Printed Pressure Seal Payslips, forms & reports.
Provide a Year End environment
Produce Electronic P60s Year End
Printed Pressure Seal P60s
Provide Support between 9:00am until 5:00pm Monday to Friday not including statutory UK Bank and Public Holidays
New releases of clientpayrollportal.com including statutory changes
HMRC RTI connection
Inbound and outbound statutory communication with HMRC
Custom Payroll Report
Standard Payroll Reports supplied in PDF format or Excel format as applicable
Partner Branding throughout
Auto Enrolment ‘AE’ (ongoing)
Auto enrolment ‘AE’ (Full Pension Setup)
Declaration of compliance
Other Pension provider upload/data sync
Nest Pension provider upload/data sync
Virtual Payroll Department
CIS payment certificates and add any CIS suffered (additional costs apply to CIS suffered if we’re not processing any CIS deducted for an Employer see ‘charges’ below for details) processing also includes all items detailed in Auto Enrolment ‘AE’ (ongoing) detailed below. Also included is Pension (non AE). Sending any reports or payslips via post attract additional cost detailed below.
Auto enrolment ‘AE’ (Full Setup) Initial assessment of employees and pension setup with NOW, NEST or Peoples Pension for the Employer. We will setup the pension on a ‘white label’ basis providing the Client or Employer with the login details to the account once completed. We will also produce and send (electronically) all initial communications required direct to employees or the Employer in bulk. All eligible employees will be added to the pension scheme. Where required postponement may also handled by RollPay Bureau Limited and is included/considered part of auto enrolment setup and will be billed/treated as such. As with Auto Enrolment AE (setup) we will send all communications relating to postponement (electronically). We will not make any pension recommendation as we are not IFA’s, we can however put the Client or Employer in touch with our select panel of IFA’s if required. As part of auto enrolment setup (if required) we will monitor the staging date of the Employer. If required you should notify us in writing not less than 10 working days prior to the Employer staging date that you wish for us to do so and we will accept in writing. We will not monitor the staging date unless requested to do so as part of Auto enrolment (setup).
Auto Enrolment ‘AE’ (ongoing) – Ongoing Assessment of staff, pension calculation, ongoing communication (electronic), process any ‘opt out/in notices’, production of pension reports and creation of pension output files ready to be uploaded by the Client or the Employer. We do not guarantee or give any assurances that the format of the output file will match that required by the pension provider and will not edit files to match. If you would like us to upload the pension data to the pension provider then ‘manual minutes’ will apply for the time taken to do so. For the avoidance of doubt it does not include the initial assessment of staff for auto enrolment or producing/sending the initial communications required, the initial or any upload of employee data to the pension provider or any of the services detailed above in Auto Enrolment AE (setup) including postponement and monitoring of staging date.
Pension provider upload/data sync – Should you require us to upload the file/data to the pension provider you will need to provide us with the relevant Employer/Client login details, along with any links/address to the pension provider site. We can upload pension contributions and employee details. If we are uploading this data you accept that we have permission to act on the Client and Employers behalf to submit pension data so the pension provider may collect any monies due from the Employer.
Declaration of compliance – If required we can complete the declaration of compliance on behalf of your client – please see additional fees below. You agree to supply us with all necessary information required in order to process this on your behalf as the Employers agent. If required you should notify us in writing not less than 10 working days prior to the declaration due date that you wish for us to do so and we will accept in writing. We will not monitor the declaration due date unless requested to do so.
Pension (non AE) – included as standard within the per payslip price subject to compliance with the data formats clause.
Data formats – All reports/payslips are sent electronically via email. Reports are produced in PDF format as standard and sent direct from our system using a separate standard email template for each report. Further formats are available such as export into excel, or csv however manual minutes will apply for the time taken to produce and send these reports. Custom email templates and ‘combined reports on one email’ may also be used – manual minutes charge will apply for the time taken to make these desired changes.
Virtual Service - As part of our virtual service the Client will be provided with a virtual telephone number matching an area code of their choosing where possible. This number will be answered where possible branded as the Clients business during the hours of 9am-5pm Monday to Friday. RollPay Bureau Limited make no guarantee that 100% of calls will be answered and by your account manager. RollPay Bureau Limited can also make outbound calls from this number branded as the Clients business on their behalf if desired to ‘chase Employers’ or call HMRC for example. The Client may hand this number out to Employers as their ‘payroll department number’. If required a voicemail facility may be added to your line to pick up out of hours calls.
The Client may also provide us with access to an email address to monitor/use. If so RollPay Bureau Limited should have sole access to this address to avoid ‘multiple management’ and confusion of the same address. RollPay Bureau Limited require full POP/IMAP login details for the address, as RollPay Bureau Limited reserve the right to access it using a variety of methods.
The Client may wish to provide us with access to virtual desktops, portals, hosted desktops, drop boxes or other cloud based/remote or similar equivalents of the described for the adding of reports, payslips documents etc.
Branding – If agreed on the quotation reports and payslips are branded to the Clients business where possible, RollPay Bureau Limited provide no guarantee that Employers will not ‘find out’ about RollPay Bureau Limited’s involvement.
Where required The Client will need to supply RollPay Bureau Limited with company branding prior to the agreed ‘go live date’. RollPay Bureau Limited can accept logo’s in .jpg .gif format. Email signatures or additional branding requiring HTML coding is not included as standard, this can be created for an additional cost quoted on an individual ‘per job’ basis.
Other services not listed above are available however carry the additional ‘manual minutes’ charge. Other services could be for example but not limited to; manual spreadsheet creation and calculation, general administration work, calling HMRC, advising Clients/ Employers, manual email production, sending non-standard emails, ‘ad hoc’ or bespoke reports. These services will be via written quotation prior to start.
Initial data conversion – upon starting the Client will provide us with a data backup in an accepted format or on RollPay Bureau Limited data template only. Any data provided in another format will be charged at the manual minute rate below. RollPay Bureau Limited may accept a ‘software backup’ at RollPay Bureau Limited discretion and confirmed in writing.
Charges are detailed and accepted on the quotation supplied.
Charges are fixed for the contract Minimum Term only and may be subject to increase during any rolling period following the Minimum Term.
Prices quoted below are subject to RollPay Bureau Limited receiving all data in the required format. Any data received in any other format will attract the ‘manual minutes’ cost for manual data input.
Charges are per person per period. The same charges apply for PAYE and CIS processed.
CIS suffered – If RollPay Bureau Limited are not processing any ‘CIS deducted’ or PAYE for an Employer then a £20 charge per Employer will be applied. If RollPay Bureau Limited are processing at least one CIS deduction or one PAYE calculation then no additional charges will be applied for processing CIS suffered.
Payroll Re runs – Payrolls submitted for processing more than once will be charged at the same rate as a ‘normal run’. Any changes required including single changes to payrolls already submitted will be treated as a re run for the entire payroll. Re runs will be itemized as such on your payslip tracker/invoice.
Manual Minutes – Manual minutes are charged at 99p per minute.
Additional Telephone Minutes – Additional telephone minutes are charged at 99p per minute and include inbound and outbound calls.
Bundles - A bundle may be purchased covering both manual minutes and telephone minutes. These are priced as follows;
60 Minutes £47.40 (equivalent to 79p per minute)
120 Minutes £82.80 (equivalent to 69p per minute)
240 Minutes £141.60 (equivalent to 59p per minute)
Bundles should be purchased in advance/anticipation and cannot be ‘back dated’ to pay off additional telephone minutes or manual minutes already logged. Non used bundle minutes may not be carried over to the following calendar month. Bundle minutes will be added to your account for immediate use. They will be invoiced and payment collected by direct debit as soon as possible following the request which may be verbal or written.
Reports – Up to five reports can be produced at the time of processing. All five reports produced at the time of the pay run carry no additional cost. The reports produced are more than ample to produce accounts and detailed payroll information. Any additional reprints, bespoke reports, spreadsheets or manual creation not done at the time of processing will be chargeable as ‘manual minutes’ used.
Virtual Service – RollPay Bureau Limited virtual service carries a minimum monthly service fee of £99.00 this fee is in addition to the ‘payslip price’ ‘payroll re-runs’ ‘Manual Minutes’ ‘Additional Telephone Minutes’ and ‘Reports’.
The service fee per calendar month is inclusive of 60 minutes ‘talk time only’ Minutes and include both inbound and outbound calls. These minutes may not be used for or towards ‘Manual Minutes’ or other work completed. There is no discount or refund for any ‘part months’ used on signup, termination or ‘non used’ minutes. No additional charges are made for monitoring/replying to emails on the understanding they will be replied to ‘as soon as possible’ with the running of payrolls and answering telephone calls always taking priority. If required a voicemail facility may be added to the virtual line to pick up out of hours calls for a one off setup fee of £49.00. The Client may wish to provide RollPay Bureau Limited with access to virtual desktops, portals, hosted desktops, drop boxes or other cloud based/remote or similar equivalents of the described for the adding of reports, payslips documents etc – the manual minutes charge will apply for the time taken to complete any work/tasks on this basis.
Virtual reconnection charges – In the event you should cancel the service or Direct Debit the account will become frozen. After 14 days it will be archived. Archived accounts carry a reconnection fee of £99.00 to reactivate.
Auto enrolment ‘AE’ (Full Setup) - £399 for setup of NOW, NEST or Peoples Pension only for Employers with up to 10 employees. Additional employees are £25 each. Includes monitoring the employer staging date and completion of the declaration of compliance. We will confirm in writing our acceptance and invoice you the entire setup fee on the date requested. It will be collect by direct debit as soon as possible.
Pension setup (Basic Setup) ‘NEST ONLY’ £149 – We can provide a basic pension setup with NEST only. This includes services as described in AE setup with NEST only up to a maximum of 2 employees per employer however excludes; monitoring of the employers staging date and postponement. If required additional charges will apply as follows; - Additional employees £25.00 per employee - Staging date monitoring £49.00
Auto Enrolment ‘AE’ (ongoing) – included within the Payslip Price - detailed in ‘processing’.
Declaration of compliance – £49.00 per completed declaration.
Pension provider upload/data sync – Should the Client require us to upload the file to the pension provider RollPay Bureau Limited manual minutes fee will apply throughout for the time taken to complete. Minimum charge two manual minute per Employer upload/sync.
P11D’s – are not included as standard and are billed in addition. They are priced as follows and all employees should be with the same employer; £50 up to 5, £100 up to 10, then £7.50 per each P11D thereafter. (For example 2 x P11D’s in 2 x companies would cost £100 plus VAT, 2x P11D’s in 1x company would cost £50 plus VAT)
Earlier year updates (EYU) – are billed at £199 plus manual minutes taken to produce the completed report, RollPay Bureau Limited regret we cannot give a guarantee or induction of time it may take to process these. The Client may ask RollPay Bureau Limited to stop working on an EYU at any time however you accept our fees are due regardless of completion of the EYU and to pay the amounts due. RollPay Bureau Limited accept no liability for HMRC accepting the EYU or any outcomes following the submission.
Setting up and Closing a PAYE Scheme – £99.00 per Employer reference number to setup or close a PAYE scheme with HMRC.
Posting/printing – Payslips, reports, letters and other documents can be printed and posted at an additional cost of £1.00 per item plus the total cost of postage. Security payslips in a single format are used as standard for payslips by post. Other and bespoke formats may be available for an additional cost.
Rolling period - Prices will be reviewed following the Minimum Term and will be increased by a minimum of 10% but not greater than 25% during any rolling contract period. The Client may sign a new fixed Minimum Term agreement at any time during a rolling period fixing prices at an agreed rate.
All fees are plus VAT at the current standard rate.
RollPay Bureau Limited reserves the right to change all prices in accordance with section 9) Minimum term, Duration and Termination of contract, but will post a notice to clients advising that they have changed. Any service not specifically itemised and detailed in these terms should be considered ‘not included’ and will be priced/charged additionally for.
RollPay Bureau Limited will endeavor to invoice the Client during the first 5 working days of the month following the pay period for any ‘payslips’ ‘payroll re-runs’ ‘Manual Minutes’ ‘Additional Telephone Minutes’ and ‘Reports’ ‘Posting/printing’ “pension provider upload/data sync’.
Any virtual service fee will be billed in advance on the 1st of every month. The initial payment may be higher to cover any part months if the contract starts part way through a month.
Any other services will be invoiced and charged at the time of order.
All invoices submitted by RollPay Bureau Limited shall be treated as agreed unless the Client notifies RollPay Bureau Limited of any discrepancies within 7 days of the date of the invoice.
6) Terms of payment:
Payment is via Direct Debit only
The Client will receive a GoCardless invitation following completion of our new client form. The account will not ‘go live’ until we have received confirmation that the direct debit has been completed. GoCardless is our third party Direct Debit partner who administer the scheme on our behalf. All amounts will be applied for and collected in full upon creation of the invoice.
Should an amount be retuned unpaid or the direct debit cancelled by the Client the account will be frozen immediately and no further work will be completed until the Direct Debit is reinstated and the account paid in full. For the avoidance of doubt all Clients need to have a ‘live’ direct debit in place at all times.
Should the Client have any issues with an invoice they should contact our accounts department rather than cancel the direct debit to avoid any service disruption.
We do not offer ‘payment terms’ or ‘credit’.
7) Data Protection
The Client consents to RollPay Bureau Limited holding and processing both electronically and manually any data (which may include sensitive personal data) which relates to workers and clients for the purposes of the administration and management of its accounts and payroll and its business and for compliance with applicable procedures, laws and regulations. The Client also consents to the transfer of such data to any other offices RollPay Bureau Limited may have or to any of its Group Companies or to other third parties, in the European Economic Area (in accordance with EU regulations and GDPR) for administration purposes and other purposes in connection with this engagement where it is necessary or desirable for RollPay Bureau Limited to do so. The client accepts data will be accepted and processed only in accordance with RollPay Bureau Limited's Data Processing Agreement. Data will be handled/processed where applicable in accordance with RollPay Bureau Limited's Fair Processing Notice, Record Retention Policy, Access Control Policy and Data Protection Policy.
For the purpose of this Agreement, Confidential Information shall be deemed to include:
information relating to the Clients business plans, finances, new or maturing business opportunities, and research and development projects;
any information of a confidential nature belonging to employees, candidates, clients, and employees of clients of the Client or in respect of which the Client owes any other obligation of confidence.
The information above shall include information in the public domain for so long as RollPay Bureau Limited is in a position to use such information more readily than others who have not engaged with the Client. It shall not apply to information which RollPay Bureau Limited may be ordered to disclose by a court of competent jurisdiction or which RollPay Bureau Limited discloses pursuant to and in accordance with the Public Interest Disclosure Act 1998.
In the normal course of business with the Client RollPay Bureau Limited may have access to and be entrusted with Confidential Information and the RollPay Bureau Limited will keep such information confidential.
To protect any Confidential Information RollPay Bureau Limited agrees:
not at any time, whether during or following this engagement with the Client (unless expressly so authorised by the Company in writing to disclose to any person or to make use of any such Confidential Information;
to deliver to the Client, before the end of this engagement in accordance with section 9)Minimum term, Duration and Termination of contract, all documents and records belonging to the Company which are in RollPay Bureau Limited’s possession or control, including all documents and records;
that RollPay will, if at any time requested by the Company, delete all Confidential Information from any computer disks, tapes or other re-usable material in RollPay’s possession or under their control and destroy all other documents and tangible items in RollPay’s possession or under their control which refer to or contain any Confidential Information;
RollPay reserves the right to withhold information as detailed above in the event that a balance is due and outstanding on the companies account.
9)Minimum term, Duration and Termination of contract:
The Initial Minimum term agreed is «MultipleChoice» and starts on DATED.
Unless otherwise agreed in writing the Agreement shall be for a rolling period of 12 months following the minimum period. It may be terminated (on written notice by either party) with no less than three month’s written notice prior to the end of the Minimum Term or the rolling period.
Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other in accordance with this clause or immediately on giving notice to the other if:
the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
the other party repeatedly breaches any of the terms of the Agreement or conducts itself in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; or
the other party commences negotiations with its creditors, appoints an administrator or receiver or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply.
Termination of the Agreement - Should the Client terminate this agreement during any minimum period the full contract value based on the initial quote sent to the Client or the average of the last 3 months invoices whichever is higher will invoiced and become payable in full within 30 days.
the Client shall immediately pay to RollPay Bureau Limited all of RollPay Bureau Limited’s outstanding unpaid invoices and interest and in respect of Services supplied but for which no invoice has been submitted RollPay Bureau Limited may submit an invoice, which shall be payable immediately on receipt;
the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
10) Data transfer on termination
RollPay will only release data once an account has been paid in full. RollPay reserve the right to withhold all data until such payments are made and the account balance shows zero.
Only the initial data supplied in that format will remain the property of the Client at all times. Any data produced by RollPay Bureau Limited will remain the property of RollPay Bureau Limited until the agreement is terminated in accordance with section 9) Minimum term, Duration and Termination.
If the Client leaves the Services in accordance with clause 9) Minimum term, Duration and Termination of contract, RollPay Bureau Limited guarantee to provide the Client with PDF year to date figures once the account balance showing zero. Any initial data supplied can be returned to the Client by request at no cost to the Client subject to the account being zero. Providing any form of electronic output/backup/excel/csv file containing current year to date, employee or employer data is at our own discretion and may carry an additional charge.
11) Our Obligations
Payroll Data - RollPay Bureau Limited will provide the Client with the payroll data template to complete. This needs to be completed for each payrun. RollPay Bureau Limited may at their sole discretion allow use of other suitable templates. RollPay Bureau Limited reserve the right to change the payroll data template without notice.
Account Manager - RollPay Bureau Limited will provide access to a suitably experienced dedicated account manager or single point of contact however make no guarantees that said account manager/contact will remain the same individual throughout the Service. RollPay Bureau Limited reserve the right to change the account manager/contact without notice. RollPay Bureau Limited does not recommend you provide the account managers name to Employers as an emploted ‘own staff member’ as it could be changed causing confusion The Client is howeevr granted permission to do so if desired for the duration of the contract only.
General - RollPay Bureau Limited will undertake to adopt all reasonable technical and organisational measures to protect personal data collected or stored by RollPay Bureau Limited. RollPay Bureau Limited use the latest appropriate Internet security protocols to create a protected connection between you and our data servers so that your data can be confidentially sent and retrieved. Once submitted, data is stored on secure servers and we endeavour to use leading technologies such as, but not limited to, data encryption, firewalls and server authentication, to protect the security of data. RollPay Bureau Limited security procedures also require that may request proof of identification before RollPay Bureau Limited will release any data to you. RollPay Bureau Limited undergo periodic reviews of security policies and procedures to ensure that systems remain realistically secure and protected. Whilst RollPay Bureau Limited undertake to maintain the highest possible levels of security practicable to protect data, it should be realised that with any data transfer and storage there is always some risk of unauthorised access. RollPay Bureau Limited Ltd cannot be held liable for any breach of security. Any information submitted to us is done so at your own risk.
RollPay Bureau Limited undertake that any data collected is collected and stored for the sole purpose of managing and calculating payroll. To calculate a payroll RollPay Bureau Limited need to gather personal data such as, but not restricted to, name, address, date of birth, passport number, national insurance number, tax code and pay history. This information allows RollPay Bureau Limited to manage and calculate the payroll and submit end of tax year returns to HMRC when requested.
RollPay Bureau Limited undertake to design our system in such a way to minimise the use of personal data.
RollPay Bureau Limited undertake to regularly delete any data that is out of date or no longer required.
RollPay Bureau Limited undertake to stop processing data upon receiving notification in writing of the objection.
RollPay Bureau Limited undertake not to sell, trade or rent any personally identifiable information to others.
RollPay Bureau Limited will send your personally identifiable information to others only if:
RollPay Bureau Limited have obtained your express consent to share the information.
RollPay Bureau Limited need to share your information to provide the service or product you have requested.
RollPay Bureau Limited find that your actions violate our Terms and Conditions of Use or any of our usage guidelines.
RollPay Bureau Limited company is subject to a take-over or merger in which case the information will be disclosed to the new owners on the understanding that they will protect the information and only use the information in substantially the same way as previously.
RollPay Bureau Limited must respond to court orders and any other legitimate request by authorities with which we must comply.
Any virtual numbers provided remain the property of RollPay Bureau Limited at all times. If required it may be possible for the Client to purchase a number from us. There are no guarantees this will be made available and will be considered and priced at our discretion in cooperation with our telecoms provider.
12) Clients Obligations
The Client shall co-operate with RollPay Bureau Limited in all matters relating to the Services and agree to provide all data to RollPay Bureau Limited in the required formats or pay the additional ‘manual minutes’ cost as detailed above.
The Client agrees to pay all invoices and amounts due in accordance with the terms above.
The Client agrees to have an active direct debit instruction in place throughout your service with RollPay Bureau Limited and accept that on receiving cancelation of the direct debit the account will be suspended. The Client accepts cancelling the direct debit does not absolve responsibility to pay any invoices/amount due and outstanding.
The Client will provide access to information required in order for RollPay Bureau Limited to process payrolls required and accept that failure or delays to provide information may result in fines to the Clients Employers. RollPay Bureau Limited shall not be liable for any consequences of payroll information being passed on inaccurately, late, or of such information being withheld.
The Client shall at all times indemnify and hold harmless RollPay Bureau Limited from and against any and all claims demands proceedings, damages, penalties, costs, losses, liabilities and expenses of any kind, threatened, claimed or awarded against or otherwise incurred by RollPay Bureau Limited arising out of or in connection with the Transfer of Undertakings (Protection of Employment) Regulations 2006 as a result of the provision of the Services or otherwise
13) Exclusion of Liability
The use of RollPay’s service is at your sole risk. While RollPay Bureau Limited will do the best endeavor’s to ensure all services are fully available we shall not be liable for any direct, consequential, incidental damage or loss of any kind arising as a result of your use or reliance on the information contained or produced to the maximum extent permitted by law. This includes but is not confined to, without limitation, any loss of business, profits, loss of contracts, interruption to business, loss of or corruption to data. In all events no liability will be held even if RollPay Bureau Ltd had been advised of the possibility of damages. RollPay Bureau Limited do not represent or warrant that access to the service will be free from delays, failures, errors or omissions or loss of transmitted information, that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your computer system. You have sole responsibility for ensuring the Client have adequate protection and to undertake reasonable and appropriate precautions to scan for computer viruses or any other destructive properties.
All Payroll will be produced on RollPay Bureau Limited preferred payroll software which we reserve the right to change or alter without notice. RollPay Bureau Limited will not notify if we make any change to our internal software unless there will be visible differences to reports produced. Any other software the Client asks us to use for example Xero is done so entirely at your own risk and at our discretion.
14) Entire Agreement
The Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
Each party acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract.
Nothing in this condition shall limit or exclude any liability for fraud.
A person who is not a party to the Agreement shall not have any rights under or in connection with it.
No variation of the Agreement or these Conditions shall be valid unless it is in writing and signed by, or on behalf of, each of the parties.
Any notice or other communication required to be given under the Agreement shall be in writing and shall be delivered personally, or sent by e-mail, pre-paid first class post, recorded delivery or by commercial courier to the other party at the address specified by the relevant party by notice in writing to the other party.
Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address for the party or, if sent by email, prepaid first-class post or recorded delivery, at 9.00am on the second business day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
This Condition 17 shall not apply to the service of any in any proceedings or other documents in any legal action.
18) Governing Law
This agreement shall be interpreted with English Law and both parties agree to be bound by the jurisdiction of the English Courts