Terms and Conditions - Payroll Bureau
These terms tell you the rules for using the Stewardship Payroll Administration Services (Payroll Services). By using the Payroll Services, you agree to be bound by the following terms and conditions.
We recommend you review these Terms each time you use the Payroll Services.
1.1 We are Stewardship Services (UKET) Limited (Stewardship, we, us). We are a mission focussed Christian charity working to strengthen churches and Christian charities. We are a private company limited by guarantee registered in England and Wales with company number 00090305 and registered charity number 234714.
1.2 To contact us please use any of the following details:
- Email: [email protected]
- Address: Stewardship, 1 Lamb’s Passage, London EC1Y 8AB
- Phone: +44 (0)20 8418 8181
Our contract with you for the provision of the Payroll Services (the Contract) shall commence when we contact you to confirm we have accepted your application form (Payroll Services Application Form) to use the Payroll Services (the Commencement Date) and shall continue, unless terminated earlier in accordance with these Terms, unless terminated on not less than 30 days’ written notice.
3.1 Stewardship shall provide the Payroll Services with a reasonable level of care skill and diligence, in accordance with these Terms, the applicable Payroll Services Guide for the current tax year (Payroll Services Guide) and with Good Industry Practice. Under the Payroll Services, Stewardship shall be authorised as your PAYE agent to act on your behalf with HMRC.
3.2 Stewardship shall ensure that the Payroll Services conform in all material respects with the Payroll Services Guide and that all standards and techniques used in providing the Payroll Services are of the best quality.
3.3 Stewardship shall co-operate with you in all matters relating to the Payroll Services and shall comply with your reasonable instructions in respect of the Payroll Services.
3.4 Stewardship shall obtain and maintain all necessary licences and consents, and comply with all relevant legislation, when providing the Payroll Services to you.
3.5 Stewardship provides the Payroll Services to you on the basis of these Terms. These Terms may be updated by Stewardship from time to time by posting the updated Terms on the Stewardship website (https://www.stewardship.org.uk/payroll-bureau) and we recommend you review these Terms each time you use the Payroll Services.
3.6 The Payroll Services are provided for your sole use and not for the use by any third party. We accept no liability or responsibility to any third party in respect of any of the Payroll Services provided to you under these Terms.
4.1 You shall:
4.1.1 co-operate with Stewardship in all matters relating to the Payroll Services;
4.1.2 comply with Your Responsibilities (as defined in the Payroll Services Guide);
4.1.3 register for the Myepaywindow system and interface (as defined in the Payroll Services Guide) and maintain that registration for the duration of the Contract;
4.1.4 provide Stewardship with reasonable access at reasonable times to your data, and other facilities as may reasonably be requested by Stewardship and agreed with you in advance, for the purpose of providing the Payroll Services; and
4.1.5 provide such information, assistance and materials as Stewardship may reasonably request and is reasonably necessary for the purpose of providing the Payroll Services, including as required under the Payroll Services Guide.
5.1 The fees for the Payroll Services at the date of the Contract are the prices set out in the Payroll Services Guide (the Fees).
5.2 Fees are payable to Stewardship by monthly direct debit.
5.3 Stewardship may adjust the Fees with effect from 6 April of each calendar year at its sole discretion. Stewardship shall give you not less than 30 days’ prior written notice of a proposed change in the Fees. If you accept the proposed change in the Fees you do not need to do anything, however if you do not accept the proposed change in the Fees, you may terminate the Contract by giving us not less than 10 days’ written notice.
5.4 Please be aware that all fees are inclusive of any applicable VAT and are non-refundable. No extra charges shall be effective unless agreed by you in writing.
6.1 Unless otherwise agreed in writing, nothing in this Contract shall operate to transfer ownership in any intellectual property rights.
6.2 Stewardship grants to you a fully paid-up non-transferable, non-exclusive sublicence to use: the Egress Switch service, (as defined in the Payroll Services Guide) for the term of the Contract solely in order to use the Payroll Services as part of your internal business operations in accordance with these Terms.
7.1 In relation to any user registrations with payroll software used in connection with the Payroll Services (Registered User), you undertake that each Registered User shall keep a secure password for their use of the Payroll Services, that such password shall be changed no less] frequently than every 3 calendar months and that each Registered User shall keep his password confidential.
7.2 You shall not access, store, distribute or transmit any viruses, or any material during the course of your use of the Payroll Services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; or (iii) otherwise is illegal or causes damage or injury to any person or property. Stewardship reserves the right, without liability or prejudice to your other rights to disable your access to any material that breaches the provisions of this clause.
7.3 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Payroll Services and, in the event of any such unauthorised access or use, promptly notify Stewardship.
8.1 Each party shall not engage in any activity, practice or conduct in breach of any anti-bribery and/or anti-corruption laws including, but not limited to, the UK Bribery Act 2010.
8.2 Each party shall cooperate and assist upon request by the other party with any and all dealing with any relevant regulatory authority and shall otherwise cooperate with any regulatory authority.
8.3 Our files and records may be subject to inspection by professional bodies and other regulatory bodies. We will provide officials and representatives of such bodies with information and explanations that they may reasonably require in accordance with their rights and powers under such applicable law.
We shall only process personal data of your employees and registered payroll contacts in accordance with the Data Processing Agreement between you and Stewardship dated on or about the Commencement Date.
10.1 We shall not at any time disclose to any person any confidential information concerning your charitable activities, business, affairs or suppliers (Confidential Information), except as permitted by clause 10.2.
10.2 We may be required to disclose your Confidential Information: (i) to our employees, officers, representatives or advisers or otherwise in connection with the Payroll Services. We shall ensure that our employees, officers, representatives or advisers to whom we disclose your Confidential Information comply with this clause 10; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 We shall not use your Confidential Information for any purpose other than to perform our obligations under or in connection with these Terms.
11.1 Nothing in the Terms shall limit our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) otherwise to the extent such liability cannot be excluded or limited under applicable law.
11.2 Subject to clause 11.1, we shall not have any liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (i) loss of profit; (ii) loss of goodwill; (iii) loss of business; (iv) loss of business opportunity; (v) loss of anticipated saving; (vi) loss of data; or (vii) special, indirect or consequential damage or loss arising under or in connection with these Terms.
11.3 We exclude all implied conditions, warranties, representations or other terms that may apply to your use of the Payroll Services.
11.4 Our liability to you in each period of twelve (12) consecutive months during the term of this Contract, commencing on the Commencement Date and each anniversary thereafter of year (Contract Year) whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract, shall be limited to an amount equal to the Fees paid and/or payable by you during that Contract Year or £5,000, whichever is greater.
12.1 Without limiting either party’s rights or remedies, either party may terminate the Contract with immediate effect by notifying the other party in writing if the other party:
12.1.1 commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 20 days after being notified in writing to do so;
12.1.2 takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; and/or
12.1.3 suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business or charitable activities.
12.2 Stewardship may terminate the Contract with immediate effect by notifying you in writing if:
12.2.1 the Charity Commission, for any reason, takes regulatory action against you; or
12.2.2 you amend, change or otherwise update your charitable objects so that they are no longer compatible with our statement of faith.
12.3 Clauses which expressly or by implication survive termination shall continue in full force and effect.
Any notice given to a party under or in connection with these Terms and/or the Contract shall be in writing, and shall be sent to the respective party personally, by prepaid first class post or recorded delivery, or by email - to the address or email specified in the Payroll Services Application Form and/or these Terms, and where no such address or email is given, at their principal place of business. Notices delivered by hand or sent by post shall be deemed to have been duly received however delivered at 10.00 am on the second day after posting or delivery. Notices sent by email shall be deemed to have been duly received at the time of transmission, or, if this time is outside of business hours in the place of receipt, when business hours resume. In this clause “business hours” means 9am – 5pm Monday to Friday, on a day that is not a public holiday in the place of receipt. This clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.
14.1 If you have any questions or complaints about the Payroll Services or the quality of our advice, or any feedback on how the Payroll Services could be improved, please contact us using any of the contact details above.
14.2 We undertake to look into any complaint carefully and promptly in accordance with our Complaints Policy (https://www.stewardship.org.uk/transparency/making-complaint), and to do all we can to explain the position to you. If we have given you a less than satisfactory service, we undertake to do everything reasonable to put it right.
15.1 Assignment - (i) You shall not, without the prior written consent of Stewardship, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. (ii) Stewardship may at any time assign, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
15.2 Variation and Waiver - No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). No delay or omission by Stewardship in exercising any of its rights or remedies under these Terms or under any other applicable law on any occasion shall be deemed a waiver of such rights or remedies.
15.3 Severance – If any provision of the Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of the Contract shall continue in full force and effect.
15.4 Entire Agreement – (i) these Terms, the Data Processing Agreement and the Payroll Services Application Form constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. (ii) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
15.5 No Partnership – Unless otherwise stated in the Contract, nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Unless otherwise stated in these Terms, neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.6 Third Party Rights - This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
15.7 Governing Law and Jurisdiction – These Terms and the rights and obligations of the parties to the Contract shall be governed, interpreted and construed solely in accordance with English Law and shall be subject to the exclusive jurisdiction of the Courts of England and Wales.