Standard terms & Conditions
These terms and conditions (“Agreement”) set forth the terms and conditions for the legally binding engagement of services between Apt Payroll Services Ltd (“Apt Payroll Services”, “we”, “us” or “our”) and you (“user”, “you” or “your”). If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “user”, “you” or “your” shall refer to such entity. By engaging our services, you agree to be bound by this Agreement. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement.
1. Definitions
Service – The services that we provide to you, the client.
Agreement – The terms and conditions or engagement letter between the us and you.
Input – The information submitted by you to us to enable us to provide services to you.
Output – The information provided by us to you as part of the provision of services.
Data – Information that is held by us as a data controller and data processor.
Data Controller – A controller determines the purposes and means of processing personal data.
Data Processor – A processor is responsible for processing personal data on behalf of a controller.
Data Subject – Identifiable natural person.
Auto-enrolment or AE - This refers to the legal duty of every UK employer to put certain staff into a workplace pension scheme and contribute towards it as established under the Pensions Act 2008 and mandated by law starting from October 2012.
Authorised Contact – This is a named contact who is authorised by you to provide Input and receive Output.
GDPR – This is General Data Protection Regulation ((EU) 2016/679).
Payrun – This refers to each period of payroll processed which can vary depending on your pay frequency.
2. Service
2.1 Apt Payroll Services Ltd core service is the provision of payroll services which includes the following:
Receiving information from you, the employer concerning employees and payroll payment for the Payrun. Running calculations as below based on the information received.
Calculating the pay as you earn (PAYE) deductions;
Calculating the employee’s National Insurance Contributions (NIC) deductions;
Calculating the employer’s NIC liabilities;
Calculating statutory payments when applicable, for example, Statutory Sick Pay and Statutory Maternity Pay;
Calculating other statutory and non-statutory deductions including pension, attachments of earnings or client advised changes such as unpaid leave;
Providing employees with online access to their payslips, P45s and P60s;
Providing to you, the employer, with reports for the purposes of determining payments to staff and liabilities to other third parties such as HMRC or a Pension Provider;
Submitting information online to HMRC under RTI for PAYE.
2.2 Apt Payroll Services Ltd also provides the management of auto-enrolment duties. The scope of these services depends on the level of management you have agreed with us in writing and have been quoted for outside of this Agreement.
2.3 We will provide our services with reasonable skill and care in accordance with relevant ethical and technical standards, and applicable laws and regulations. Apt Payroll is registered with HM Revenue and Customs for Anti-Money Laundering supervision.
2.4 We will seek to act in your best interests at all times, subject to our duties as professionals.
2.5 We will advise you of the deadlines for each payroll run. If information is provided late, we may be unable to process the payroll or file submissions on time. In such cases, we accept no responsibility for penalties or interest charged by HMRC or other authorities.
Partial AE Pension Management:
Assessment of employees each pay period.
Delivery of statutory communications to employees to inform them of their assessment. Advising you of any employee postponements or enrolments that will require either further action by you or any third party you have chosen to assist you in fulfilling your employer AE duties.
Full AE Pension Management:
Assessment of employees each pay period.
Delivery of statutory communications to employees to inform them of their assessment.
Managing the input to your chosen AE pension provider which includes the setup of new starters, enrollments, opt ins and opt outs.
Uploading of pension contributions and scheduling payments to your chosen AE pension provider.
Further assistance that you may require to enable the continued operation of us providing Pension Management Services.
2.3 Upon engagement, Apt Payroll Services Ltd agrees to perform an efficient and accurate service and in the event of error, either ours or yours, to swiftly rectify as far as reasonably possible the error to mitigate any impact to all parties involved.
3. Term
This Agreement is effective from the commencement date of the provision of services from us and will continue for the Initial Term and thereafter until this Agreement is terminated by either party with 3 months’ written notice. If termination is served within the first 12 months of the commencement date then the reminder of the initial engagement term or 3 months must be served or paid in full, whichever is longest.
On termination of our engagement, all outstanding fees will become due for payment. We will complete any work already in progress where agreed, and we will provide you with such handover information as is reasonable once all fees have been settled. We may retain copies of information and working papers as required for legal, regulatory or professional purposes.
4. Input
4.1 You are solely responsible for the preparation of information that constitutes the Input that we will use for the provision of Service. You will take all due care that information you provide to us will be accurate and securely transmitted.
4.2 You agree that Apt Payroll Services are not liable for any loss or damage sustained by you as a result of inaccuracies in the Input that you provided to us. If additional works are required to remedy the impact of any inaccuracies in the Input from you, then Apt Payroll Services reserve the right to quote for this work. This quote must be accepted in writing by you before additional works are carried out by us.
4.3 All Input that is provided by you to us will be held by us for a period not shorter than 6 years. It is your responsibility to maintain your own records of the Input you provide to us, however it is Apt Payroll Services’ recommendation that you store all Input communication for a period up to 7 days.
4.4 If any transmitted Input or any part thereof is lost before it can be securely stored by us then we will notify you and you will promptly supply us with the copy of the Input.
5. Output
5.1 Apt Payroll Services will provide you Output that accurately presents the information that we have processed based on Input we received from you. This Output will be considered a draft to provide you with the opportunity to check for any inaccuracies and may include errors from your Input. The Output will consist of the following summary reports that we will provide to you. Although the actual name of the report or file may vary its use and purpose remains the same.
Payroll Summary – This will inform you of each employee’s gross pay, statutory and non-statutory additions and deductions, net pay and employer contribution amounts for pension and national insurance contributions.
Payslips – This is an employer copy of the payslips that will be provided to your employees at a set date after the payroll is approved. This will include all information as required to ensure compliance with Employment Rights Act 1996.
HMRC report – This will be a summary of PAYE deductions that will be payable to HMRC. This report will also include any credits from HMRC that we are aware of such as Employment Allowance or recoverable statutory payments.
Pension Summary – This report will only be applicable if you have a pension scheme. This report will summarise all pension deductions and contribution rates.
Following your approval of the Output, we will provide your employees with access to their payslips, P60s or P45s as applicable.
5.2 After you have approved the Output, if you require additional works then Apt Payroll Services reserve the right to quote for this work. This quote must be accepted in writing by you before additional works are carried out by us.
5.3 It may be that you require additional reporting as part of your Output. If we determine that this Output is readily available, then we commit to providing the additional reporting without extra charge. If we determine additional Output is not readily available, then Apt Payroll Services reserve the right to quote for this work. This quote must be accepted in writing by you before additional works are carried out by us.
5.4 Apt Payroll Services agrees to take every care in protecting your Output. You will be provided a password on the commencement of Services. This password will be used to protect all and any reports we will send you. It is your responsibility to control access to the password and to inform us as soon as you are aware that the password may be comprised.
You may at any time request a change to the password. You may also request to opt out of using a password entirely. Any request must be provided in writing and can only come from an Authorised Contact.
6. Authorised Contact
Upon commencement of services, the person with authority to accept this Agreement will be the sole Authorised Contact. To add other Authorised Contacts, you agree to inform us in writing stating that you authorise another named individual or third party. You agree that once an Authorised Contact has been added it is your responsibility to keep us informed if an individual or third party should be removed as an Authorised Contact to avoid a breach.
7. Communications Use
E-mail may be used to enable us to communicate with you in accordance with your preference. As with other means of delivery, e-mail carries with it the risk of interception, inadvertent misdirection or non-delivery. It is the responsibility of the recipient to carry out a virus check on attachments received.
Internet communications are capable of data corruption. We do not accept any responsibility for changes made to such communications after their dispatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it.
We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information are borne by you. If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
8. Limitation of Liability
We will provide our professional services with reasonable care and skill. However, we will not be responsible for any losses, (penalties, surcharges, interest or additional tax liabilities) arising from the supply by you or others of incorrect or incomplete information, or your or others' failure to supply any appropriate information or failure to supply information in a timely manner or your failure to act on our advice or respond promptly to communications from us (or the tax authorities).
You agree to hold harmless and indemnify us, our partners, directors and employees, against any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with the services we provide to you against any of our partners, directors or employees personally.
If applicable, we have discussed with you the extent of our liability to you in respect of our professional services as agreed in a separate letter. Otherwise, having considered both your circumstances and our own, we have agreed that Apt Payroll Services aggregate liability to you, of whatever nature, whether in contract or otherwise, of this firm for any losses whatsoever and howsoever caused arising from or in any way connected with this Agreement or related matters shall be limited to the fullest extent permitted by law to not exceed 12 months of the value of our fees to you for the provision of services, unless otherwise agreed in writing.
Our total aggregate liability to you, whether in contract, tort or otherwise, shall not exceed the amount specified in this Agreement. Liability will only arise to the extent that our breach of duty directly causes your loss.
We will not be liable for:
Indirect, special or consequential losses;
Loss of profit, business, goodwill or anticipated savings;
Matters arising from information supplied late, incorrectly or incompletely.
Nothing in this Agreement excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot legally be excluded. Where you and others are responsible for the same loss, our liability will be limited to the proportion of the loss that is just and equitable for us to pay.
We acknowledge that the limit in respect of our total aggregate liability will not apply to any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the firm, its principals or employees.
Unless otherwise agreed in writing we will not accept any responsibility whatsoever to any third party arising from the advice we give to you. Any third-party receiving details of our advice to you does so at its own risk and should be made aware of this clause.
We hold professional indemnity insurance. Details of our insurer and the geographical coverage of the policy are available upon request.
9. GDPR
9.1 You are the Main Data Controller. The Input, Output and Data shall be and remain your property. Apt Payroll Services is the Data Processor, Apt Payroll Services is considered the Data Controller for the Data only in relation to the provision of services and where it must act without the Main Controller’s instruction in order to comply with a statutory obligation. We will:
Process personal data only on your written instructions;
Ensure data is kept secure and confidential;
Not transfer data outside the UK without ensuring appropriate safeguards;
Notify you of any personal data breach without undue delay;
Delete or return personal data at the end of the engagement, unless retention is required by law.
You agree to inform us promptly of any changes to personal data and to ensure that you have obtained all necessary consents and lawful bases for its processing.
9.2 We shall each be considered an Independent Data Controller in relation to the client’s personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of personal data.
9.3 We consider the Input, Output and Data to be confidential information and will not without your written consent divulge this information to other parties outside of the Data Controller or Data Processor. The only exception to this will be requests from employees as part of the provision of services and in respect of their data protection rights.
9.4 You agree that any Input or Data you provide to us will not contravene any applicable data protection legislation. You will indemnify Apt Payroll Services against all and any actions, proceedings, claims, demands, damages and costs occasioned to us as a result of any breach.
9.5 To enable us to discharge the services agreed under this engagement and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, we may obtain, use, process and disclose personal data about you, your business, its officers and employees. We confirm when processing data on your behalf we will comply with the relevant provisions of the Data Protection Regulations. The Data Controller is Edward Furse.
9.6 We would like to keep you up-to-date and inform you about activities and events. In order to do this we will need your permission. This permission is sought from you as part of the client engagement process. You have the right to opt in or out at any time.
9.7 Information we collect
The personal information we collect includes employees and officers name, address, date of birth, contact details, and information required to complete your payroll obligations.
You shall only disclose personal data to us where:
1. You have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice as noted below);
2. You have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subjects consent; and
3. You have complied with the necessary requirements under the data protection legislation to enable you to do so.
9.8 Purposes for collecting data
We will use the data provided in order to compile and fulfil all statutory and contractual obligations on your behalf as indicated in our engagement letter and terms of business. This could include using your data in order to fulfil additional work as requested by you whilst you are a client of Apt Payroll Services.
We may disclose the client personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in our business. In this event we will take appropriate measures to ensure that the security of the client personal data continues to be ensured in accordance with data protection legislation.
If a change happens to our business, the new owners may use our client personal data in the same way as set out in these terms.
We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to personal data.
9.9 How long will we retain your data?
For ongoing engagements:
1. Under normal circumstances, we will retain data for up to seven years (7 years).
2. If we cease to act for you, we will remove your data after three years (3 years).
3. We are required to retain identity documents for five years (5 years) after we cease to act for you.
While we continue to act for you, where we encounter specific long-term data, we retain this unless you advise us otherwise. Please do note that the responsibility for holding long-term data lies with you.
9.10 Data Subject rights
The General Data Protection Regulations (GDPR) provides the following rights for individuals relating to the use and retention of data:
The right to be informed. This means that we must tell you how we use your data, and this is the purpose of this privacy notice;
The right of access. You have the right to access the data that we hold on you. To do so, you should make a subject access request;
The right for any inaccuracies to be corrected. If any data that we hold about you is incomplete or inaccurate, you are able to require us to correct it;
The right to have information deleted. If you would like us to stop processing your data, you have the right to ask us to delete it from our systems where you believe there is no reason for us to continue processing it;
The right to restrict the processing of the data. For example, if you believe the data we hold is incorrect, we will stop processing the data (whilst still holding it) until we have ensured that the data is correct;
The right to portability. You may transfer the data that we hold on you for your own purposes;
The right to object to the inclusion of any information. You have the right to object to the way we use your data where we are using it for our legitimate interests;
The right to regulate any automated decision-making and profiling of personal data. You have a right not to be subject to automated decision making in way that adversely affects your legal rights.
More information on these is available on the Information Commissioners Office (ICO) website, and can be viewed at https://ico.org.uk/for-organisations/guide-to-the-general-data-protection-regulation-gdpr/individual-rights/
9.11 Identification procedures
As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make electronic searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations including if you accept or make a high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods you should inform us.
Any personal data received from you to comply with our obligations under The Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 (MLR 2017) will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.
10. Fees
10.1 Apt Payroll Services will invoice for each Payrun based on the fees agreed prior to the commencement of Services. The invoice will typically be sent monthly and based on Payruns in the month. All sums due to Apt Payroll Services shall be paid within 14 days upon receipt of an Apt Payroll Services invoice.
10.2 If any amounts due to Apt Payroll Services are overdue then we reserve the right to charge interest on the balance outstanding at the Bank of England base rate plus 2% per annum.
11. Website
11.1 Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the license below, all these intellectual property rights are reserved.
You may view, download for caching purposes only and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.
You must not:
a) Republish material from this website (including republication on another website);
b) Sell, rent or sub-license material from the website;
c) Show any material from the website in public;
d) Reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;
e) Edit or otherwise modify any material on the website; or
f) Redistribute material from this website except for content specifically and expressly made available for redistribution (such as our newsletter).
Where content is specifically made available for redistribution, it may only be redistributed within your organisation.
11.2 You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.
You must not use our website to transmit or send unsolicited commercial communications.
You must not use our website for any purposes related to marketing without our express written consent.
11.3 Access to certain areas of our website is restricted. We reserve the right to restrict access to other areas of our website, or indeed our whole website, at our discretion.
If we provide you with a user ID and password to enable you to access restricted areas of our website or other content or services, you must ensure that that user ID and password is kept confidential.
We may disable your user ID and password in our sole discretion without notice or explanation.
11.4 In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to our website, for whatever purpose.
You grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant us the right to sub-license these rights, and the right to bring an action for infringement of these rights.
Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).
You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
We reserve the right to edit or remove any material submitted to our website, or stored on our servers, or hosted or published upon our website.
Notwithstanding our rights under these terms and conditions in relation to user content, we do not undertake to monitor the submission of such content to, or the publication of such content on, our website.
11.5 We do not guarantee the completeness or accuracy of the information published on this website; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date.
To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
12. Law & Jurisdiction
These terms and conditions will be governed by and construed in accordance with the laws of England and Wales and will be subject to the exclusive jurisdiction of the courts of England and Wales.
13. Regulatory Compliance
As a professional financial services firm, we may be subject to statutory, regulatory or professional oversight. You acknowledge that we may be required to allow access to your information and our working papers by our professional indemnity insurers, or regulators for the purposes of quality assurance or compliance monitoring.
14. Complaints Procedure
We are committed to providing a high-quality service. If you are dissatisfied with any aspect of our work, please raise your concerns with your usual contact.
If you are not satisfied with our response, you may escalate the matter to a Company Director. Ed Furse is the Managing Director of Apt Payroll Services Ltd and is contactable on 01749 342255.
15. Conflicts of Interest
We will notify you if we become aware of any conflict of interest affecting our ability to act for you. If a conflict arises, we may need to cease acting for one or both parties. We will not act for another client whose interests conflict with yours in relation to the services we provide, unless permitted by law and with your informed consent.
16. Third-Party Providers and Software Platforms
To provide our services we may use third-party service providers, including payroll software, secure portals and pension submission platforms. Your personal data may be processed by these providers solely for the purpose of delivering our services. You remain responsible for maintaining your own contractual relationship with your chosen pension provider and any other third parties involved in your payroll processes.
17. Intellectual Property & Ownership of Deliverables
We retain all intellectual property rights in our methodologies, templates, software, and working papers. You may use the payroll reports and deliverables we produce for you (Output) solely for your own internal business purposes and in accordance with the law. Our working papers remain our property and will not be provided to you unless required by law or agreed in writing.
18. Equality & Diversity
We are committed to promoting equality and diversity in all of our dealings with clients, third parties and our employees.
19. Force Majeure
We will not be liable for any delay or failure to perform our obligations caused by events outside our reasonable control, including system failures, industrial action, natural disasters, or the failure of third-party providers.
20. Our Details
The full name of our company is Apt Payroll Services Ltd.
We are registered in England & Wales under registration number 16729417.
Our registered address is Cooper House, Lower Charlton Estate, Shepton Mallet, Somerset BA4 5QE.