Client Terms and Conditions

These Terms and Conditions shall apply to the provision of all Services provided by us, Wallis Payroll Limited, a company registered in England and Wales under number 09209940, whose registered office address is

Amphenol Building Rutherford Drive,
Park Farm Industrial Estate,
Wellingborough,
Northamptonshire,
NN8 6AX

(referred to as “the Company/We/Us/Our”).

1. Definitions and Interpretation:

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Client” means you, the business, firm or corporate body purchasing the Services. Where an individual is entering into the Contract on behalf of a business, the individual confirms they have the authority to enter into the Contract on behalf of that business and the business will be our Client in the context of the Contract;
“Contract” means the contract formed upon acceptance of the Company’s written proposal and includes the acceptance of these Terms and Conditions;
“Proposal” means the written proposal of the Services and remains open for acceptance for a period of 30 days;
“Services” means the payroll, training and consultancy services to be provided by us to you; and
“Term” means the term of any ongoing services, as defined in Clause 2.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “we”, “us”, “our” is a reference to the Company and includes our employees, subcontractors and agents;
1.2.2 “writing”, and “written” includes emails and similar communications;
1.2.3 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.4 “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;
1.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions;
1.2.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.4 Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.

2. The Contract

2.1 We will issue a written Proposal, setting out the Services to be provided and our fees. A legally binding Contract will be formed as soon as you accept our Proposal, electronically or otherwise. The Contract will include the acceptance of these Terms & Conditions, which will apply between you and us.
2.2 Our fees are based on the information provided to us at the time of preparing our Proposal. If any errors, changes or discrepancies become evident which affect the Services to be provided, we reserve the right to adjust our fees and will notify you in advance.
2.3 Our Proposal is based on our Services being carried out during our standard working hours (Monday-Friday, 9am – 5:30pm, excluding bank holidays). Works required outside of these hours may incur extra costs.
2.4 The Contract will be either on:
2.4.1 a one-off basis; or
2.4.2 an ongoing basis, in which case it will commence with effect from the date the Contract is formed and will continue for a 12-month initial minimum term, after which time it will continue on a rolling 3 monthly basis, unless a written notice to terminate is given by either party in accordance with Clause 9 of this agreement.
2.5 No terms or conditions stipulated or referred to by you in any form whatsoever will in any respect vary or add to these Terms and Conditions unless we agree otherwise in writing.

3. The Services (General)

3.1 We reserve the right to carry out anti-money laundering (AML) checks as and when required. You agree to provide all reasonable assistance in order to allow us to conduct these checks.
3.2 Please note that we cannot be held responsible for answering any queries made by your employees to us and will refer all such queries back to you.
3.3 We shall use all reasonable endeavours to complete our obligations under the agreement, but time will not be of the essence in the performance of these obligations.

4. Payroll Services

4.1 Unless otherwise agreed, the Services will be provided on an ongoing basis in accordance with Clause 2.4.2.
4.2 Please note that we may use a third-party provider in order to provide certain aspects of our Services to you. You will be required to sign up to this and this will be subject to the third party’s policies and procedures (where applicable).

5. Consultancy and Training Services

5.1 Unless otherwise agreed, the Services will be carried out on a one-off basis in accordance with Clause 2.4.1.
5.2 Where we have agreed to provide training Services, you and all participants must comply with all reasonable instructions given by us or any third party instructed on our behalf.
5.3 Unless specifically stated to the contrary in our Proposal, and where the Services are not to be carried out virtually, it is your responsibility to provide the venue and facilities required for us to carry out any Services.
5.4 You agree to accept full responsibility for the actions or lack of actions of all participants and will ensure each participant complies with these Terms and Conditions.
5.5 Should the behaviour of any participant prove disruptive at any stage during the provision of the Services, at our sole discretion, we will be entitled to request the immediate removal of said participant from that and any future session, without any right to a refund.

6. Your Responsibilities

6.1 You agree, where applicable, to:
6.1.1 provide us with all information, advice and assistance relating to the Services as we may reasonably require within sufficient time to enable us to perform the Services;
6.1.2 where applicable, provide us with all relevant paperwork and information regarding your employees and ensure that each employee has completed an authorized contact form in order for us to provide the Services; and
6.1.3 keep us informed of changes in your businesses circumstances that could affect the Services we are providing. If you are unsure whether the change is relevant or not, please let us know so that we can assess its significance.
6.2 If you fail to meet any of the provisions of this clause 6, without limiting our other rights or remedies, we shall:
6.2.1 have the right to suspend performance of the Services until you remedy the default;
6.2.2 not be held liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay in performing any of our obligations as a result; and
6.2.3 be entitled to claim for any costs or losses sustained or incurred by us arising directly or indirectly from your default.

7. Fees and Payment

7.1 Where we are providing one-off Services, we will charge in accordance with our hourly, daily or job rate, as applicable. We also reserve the right to request a deposit or payment in full, up front, and will specify this in the Proposal where applicable.
7.2 Where our Proposal is based on a specified number of hours, days or visits, then any additional time spent on the Services at your request will be chargeable.
7.3 Where we are providing ongoing Services:
7.3.1 we will charge the fees in accordance with the number of employees within your business per pay period;
7.3.2 payment shall be invoiced monthly in arrears; and
7.3.3 we shall be entitled to increase the fees on an annual basis under the Contract. Any such price increase shall be notified by us to you in accordance with these terms and conditions.
7.4 All invoices are due within 14 days in pounds sterling, without set-off, withholding or deduction, unless otherwise agreed. All fees are exclusive of VAT, where applicable.
7.5 We will charge for any additional Services provided by us at your request that are not specified in the Contract. These additional Services will be charged in accordance with our current applicable rate in effect at the time of performance, or such other rate as may be agreed.
7.6 The time of payment shall be of the essence. If you fail to make any payment on the due date then we shall, without prejudice to any right which we may have pursuant to any statutory provision in force from time to time, have the right to suspend the services and charge you interest on a daily basis at an annual rate equal to the aggregate of 8% above the base rate of the Bank of England from time to time on any sum due and not paid on the due date in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgment.

8. Variation and Amendments

8.1 If you wish to vary the Services to be provided, you must notify us as soon as possible. We shall endeavour to make any required changes, and any additional costs thereby incurred shall be invoiced to you.
8.2 If, due to circumstances beyond our control, we have to make any change in the arrangements relating to the Services, we shall notify you immediately. We shall endeavour to keep such changes to a minimum and shall seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.
8.3 Any agreed variation or amendment will be carried out in accordance with these terms and conditions and any price increase necessitated as a result of an agreed variation or amendment shall be payable in accordance with the terms for payment herein.

9. Termination

9.1 For one-off Services, you will not be entitled to terminate the Contract once it is formed, except in accordance with this clause 9. If you wish to terminate the Contract, you will remain liable to pay for the total Contract value.
9.2 Where we are providing ongoing Services, either Party may terminate the Contract after the initial minimum term by providing 3 months written notice to the other prior to the end of that term. Please note where you have terminated this Contract during the initial minimum term, you will remain liable to pay for the remaining term.
9.3 Following the initial minimum term, either Party can terminate the Contract by providing 3 months written notice prior to the end of that term.
9.4 Either party has the right to terminate the Contract immediately by giving written notice if the other party:
9.4.1 has committed a material breach of the Contract, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within 14 days after a written notice to do so; or
9.4.2 ceases, or threatens to cease, to carry on business, goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation), becomes subject to an administration order (within the meaning of the Insolvency Act 1986), or a receiver is appointed in respect of the whole or any part of its assets.
9.5 In the event of termination for any reason, all payments required under this contract shall become due and immediately payable.
9.6 Any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract shall survive termination under this Clause 9 on a pro-rata basis.

10. Documentation and Advice

10.1 All documentation we prepare will be based on information provided by you and will be legally accurate as at the date of their preparation. We cannot be held liable for any delays, errors, or any other adverse consequences where you have provided incorrect information or failed to provide information necessary for us to give our professional advice.
10.2 Any documentation we may provide will be submitted in our normal standard format only. If additional copies or specific requirements are needed, we reserve the right to apply additional charges.

11. Retention of and access to data

11.1 You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our Services, we may collect data from you relevant to your financial affairs. We will return any original documents to you within 14 days of request by you.
11.2 Following termination of the Contract in accordance with Clause 9, we will retain all data provided by you to us for a period of 6 months. Following this and unless otherwise agreed by us, we will delete all such data from our systems.

12. Confidentiality

Both parties agree that they will not use the confidential information provided by the other, except to perform their obligations under the Contract. Each party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless so authorised by the other party in writing.

13. Intellectual Property

13.1 Subject to a written agreement to the contrary, we reserve all intellectual property rights which may subsist in the provision of the Services. Under no circumstances shall material provided by us be lent, hired out, sold or otherwise circulated by either manual or electronic means, nor shall it be photocopied or otherwise reproduced, without our express written consent. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such intellectual property rights.
13.2 You warrant that any document or instruction furnished or given by them shall not cause us to infringe any letter patent, registered design or trade mark in the execution of these services and shall indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for infringement of any patent, copyright, design, licence, trademark or any intellectual property rights which results from our use of your information.

14. Liability and Indemnity

14.1 Nothing in these Terms and Conditions excludes or seeks to exclude either party’s liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation.
14.2 Except as provided in clause 14.1 above, neither party will by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance its obligations under the Contract. All warranties or conditions whether express or implied by law are expressly excluded to the maximum extent permitted by law.
14.3 In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, shall not exceed the fees paid by you for the Services in the last 12 months or from the Contract start date, whichever is the most recent.

15. Force Majeure

Neither party will be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storm, earthquake, epidemic, pandemic, act of terrorism or war, governmental action or any other event beyond the control of the party in question.

16. Data Protection

16.1 Both parties agree to comply with all applicable data protection legislation including, but not limited to, the Data Protection Act 2018, the UK General Data Protection Regulation, and any subsequent amendments to them.
16.2 If you provide us with, or allow us access to, the personal data of any other person (for example, your employees’ details if we are providing payroll services), it is your responsibility to obtain permission from those persons to pass their data to us, as a third party. We will only use that data to provide our Services and will not use it for any other purpose.
16.3 All data will be held in accordance with GDPR and will only be provided to third parties where strictly necessary in order to provide our Services to you under the contract. For full details on these third parties and how we process data, please refer to our privacy policy, which is available on request.

17. Other Important Terms

17.1 We may transfer (assign) our obligations and rights under the Contract to a third party (if, for example, we sell our business) and we will inform you in writing. Your rights under the Contract will not be affected and our obligations under the Contract will be transferred to the third party who will remain bound by them. You may not transfer (assign) your obligations and rights under the Contract without our express written permission, which will not be unreasonably withheld.
17.2 We will be free to sub-contract any of our obligations under the Contract. We will be responsible for every act or omission of any sub-contractor as if it were an act or omission of our own.
17.3 Nothing in the Contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
17.4 The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of the Contract.
17.5 Any part of these Terms and Conditions found to be unlawful, invalid or otherwise unenforceable would be severed from our Contract. This will not affect the validity and enforceability of the remaining parts of the Contract.
17.6 No failure or delay by either party in exercising any rights under the Contract means that we or you have waived that right, and no waiver by either party of a breach of any provision of the Contract means that we or you will waive any subsequent breach of the same or any other provision.
17.7 Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or 3 working days after the posting of any letter. In proving service, it will be sufficient to prove, in the case of a letter, that it was properly addressed, stamped and placed in the post and in the case of an email, that it was sent to the email address of the addressee.

18. Law and Jurisdiction

18.1 These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
18.2 Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.