Terms of Business

1. About us and these terms

1.1 These terms apply to all services provided by Synergy Payroll Ltd, trading as SynergyPay, a company registered in England and Wales with company number 17469535, whose registered office is at 3 Smew Road, Nottingham, NG14 5JG ("we", "us", "our").

1.2 They form a contract between us and the business that engages us ("you", "your"), together with your signed engagement letter, which sets out the services you have chosen and your fees. If the engagement letter and these terms conflict, the engagement letter applies.

1.3 We provide our services to businesses only. These terms do not apply to consumers.

2. Our services

2.1 We will provide the services set out in your engagement letter, which may include managed PAYE payroll, auto-enrolment and pension administration, CIS processing, and payment execution.

2.2 We will carry out the services with reasonable skill and care, in line with UK payroll legislation and HMRC guidance in force at the time.

2.3 We process payroll based on the information you give us. We do not give legal or tax advice, and we do not decide the employment status of any worker, including under the off-payroll (IR35) rules. These decisions remain yours.

2.4 Where your engagement letter includes HR services, we will provide HR guidance and documents based on the information you give us and UK employment law in force at the time. HR guidance is not legal advice, and we do not represent you at employment tribunals. Decisions about your employees, and how you act on our guidance, remain yours.

2.5 Anything not listed in your engagement letter, such as year-end corrections caused by a previous provider, backdated pay calculations or extra pay runs, is charged separately at the rates we agree with you in advance.

3. Your responsibilities

3.1 You must give us complete, accurate information by the cut-off date we agree for each pay period, including hours, starters, leavers, pay changes, absences and deductions.

3.2 You must tell us promptly about anything that affects payroll, including HMRC notices, pension scheme changes and attachment of earnings orders.

3.3 You must authorise us as your payroll agent with HMRC and give us access to your pension scheme so that we can provide the services.

3.4 You remain the employer and remain legally responsible for your payroll, tax, National Insurance and pension duties, and for paying the amounts due to HMRC, your employees and your pension provider.

3.5 You must make sure you have a lawful basis to share your employees' personal data with us.

4. Approval and payments

4.1 We will send you a payroll summary before each pay date. Nothing is paid or treated as final until you approve it.

4.2 Once you approve a payroll, you are confirming that it is correct. Changes after approval may cause an extra charge and may not be possible before the pay date.

4.3 Where you use our payment execution service, payments are made through Telleroo, our regulated payments provider. You fund the payment account directly. We do not receive or hold your money at any time. You must make sure cleared funds are in place by the cut-off time we tell you, or the pay run will be delayed.

4.4 We are not responsible for delays caused by your bank, Telleroo, HMRC or your pension provider, or by a lack of funds.

5. Fees and payment

5.1 Our fees are set out in your engagement letter. All fees exclude VAT, which is added where applicable.

5.2 We invoice monthly in advance. Invoices are payable within 14 days, usually by Direct Debit.

5.3 If your headcount or services change, your fees change from the next invoice in line with our price list.

5.4 We may review our fees once a year and will give you at least 30 days' written notice of any increase.

5.5 If an invoice is overdue, we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 and, after giving you at least 7 days' written notice, pause the services until payment is made.

6. Penalty Protection Promise

6.1 If HMRC or The Pensions Regulator issues you with a penalty or fine caused solely by our error or delay in carrying out the services, we will pay that penalty or reimburse you for it.

6.2 The promise does not cover penalties caused by: information from you that was late, incomplete or inaccurate; a payroll you approved that contained an error you could reasonably have spotted; your failure to pay amounts due to HMRC, your pension provider or your employees; events before our services started; or anything outside our control.

6.3 Interest and the underlying tax, National Insurance or pension contributions due are not penalties and remain payable by you.

6.4 To claim, you must send us a copy of the penalty notice within 14 days of receiving it and let us handle any appeal first.

6.5 Our total liability under this promise is limited to £500 in any 12-month period.

7. Data protection

7.1 For the personal data of your employees and workers, you are the controller and we are your processor under UK GDPR and the Data Protection Act 2018.

7.2 Our data processing agreement, which forms part of these terms, sets out how we process, secure, retain and return that data, and lists our approved sub-processors.

7.3 We will tell you without undue delay if we become aware of a personal data breach affecting your data.

8. Confidentiality

8.1 Each of us will keep the other's confidential information private and use it only for the purpose of these terms, unless disclosure is required by law or by a regulator.

9. Anti-money laundering

9.1 We are required to carry out identity and due diligence checks on you and your beneficial owners before and during our engagement. We cannot start or continue work until these checks are complete.

9.2 We may be legally required to report suspicions to the relevant authorities, and we may not be permitted to tell you that we have done so.

10. Our liability

10.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

10.2 We are not liable for loss of profit, loss of business, loss of goodwill, or any indirect or consequential loss.

10.3 Apart from the Penalty Protection Promise, our total liability to you in any 12-month period is limited to the fees you paid us in the 12 months before the claim.

10.4 We hold professional indemnity insurance. Details are available on request.

11. Term and ending the agreement

11.1 The agreement starts on the date in your engagement letter and continues until either of us ends it.

11.2 Either of us may end it by giving one month's written notice. Where possible, we suggest ending at a tax year end or pay period end.

11.3 Either of us may end it straight away by written notice if the other seriously breaches these terms and does not put it right within 14 days of being asked to, or becomes insolvent.

11.4 When the agreement ends, we will provide your payroll records and year-to-date figures to you or your new provider within 10 working days, once all outstanding invoices are paid. Extra work to help with the handover may be charged.

12. General

12.1 We may update these terms by giving you at least 30 days' written notice. The version in force at the time applies to each pay period.

12.2 Neither of us is responsible for delays caused by events beyond our reasonable control.

12.3 You may not transfer the agreement without our written consent. No one else has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.

12.4 These terms, the engagement letter and the data processing agreement are the whole agreement between us.

12.5 These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.