Terms and Conditions
1. Introduction
These Terms and Conditions ("Terms") govern the provision of payroll services by Responsive Payments Limited ("we", "us", "our", "the Company") to our clients ("you", "the Client").
Responsive Payments Limited is registered in England and Wales (Company Number: 17023027) with its registered address at 7 Blue House Road, Hebburn, Tyne And Wear, NE31 2NB, United Kingdom.
By engaging our services, you agree to be bound by these Terms. Please read them carefully before proceeding.
2. Services
Responsive Payments Limited provides payroll administration and support services, which may include:
- Contractor payroll processing
- Agency payroll support for placed workers
- Business payroll administration
- Onboarding and documentation support
- Payroll provider switching support
The specific services to be provided will be confirmed in writing at the commencement of the engagement. We reserve the right to modify or discontinue services with reasonable notice.
3. Client Obligations
As a client, you agree to:
- Provide accurate, complete, and up-to-date information as required for the provision of services
- Submit all required documentation in a timely manner
- Notify us promptly of any changes to your circumstances that may affect your payroll
- Ensure that all information provided to us is truthful and not misleading
- Comply with all applicable laws and regulations in connection with your use of our services
- Maintain the confidentiality of any access credentials or account information provided to you
4. Accuracy of Information
The accuracy of your payroll depends on the accuracy of the information you provide to us. We process payroll based on the information supplied by you or on your behalf. We accept no liability for errors in payroll processing that result from inaccurate, incomplete, or late information provided by you.
You are responsible for reviewing your payslips and payroll records and notifying us promptly of any discrepancies.
5. Fees and Payment
Our fees for payroll services will be agreed in writing at the commencement of the engagement. Fees are subject to change with reasonable notice. Any changes to fees will be communicated to you in writing before they take effect.
Payment terms will be set out in your service agreement. Late payment may result in suspension of services.
6. Confidentiality
Both parties agree to maintain the confidentiality of any confidential information received from the other party in connection with the services. This obligation does not apply to information that:
- Is or becomes publicly available through no breach of this obligation
- Was already known to the receiving party at the time of disclosure
- Is required to be disclosed by law or regulatory authority
7. Data Protection
We will process your personal data in accordance with our Privacy Policy and applicable data protection legislation, including UK GDPR and the Data Protection Act 2018. By engaging our services, you acknowledge that you have read and understood our Privacy Policy.
Where we process personal data on your behalf (for example, in relation to your employees or placed workers), we will do so as a data processor and in accordance with your instructions and applicable data protection law.
8. Intellectual Property
All intellectual property rights in our website, materials, and processes remain the property of Responsive Payments Limited. You may not reproduce, distribute, or use our materials without our prior written consent.
9. Limitation of Liability
To the maximum extent permitted by applicable law:
- Our total liability to you in connection with the services shall not exceed the fees paid by you to us in the three months preceding the event giving rise to the claim
- We shall not be liable for any indirect, consequential, special, or punitive damages, loss of profit, loss of revenue, or loss of data
- We shall not be liable for any failure to perform our obligations where such failure results from circumstances beyond our reasonable control
Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
10. Indemnity
You agree to indemnify and hold harmless Responsive Payments Limited, its officers, employees, and agents from and against any claims, damages, losses, or expenses (including reasonable legal fees) arising from:
- Your breach of these Terms
- Your provision of inaccurate or misleading information
- Your violation of any applicable law or regulation
11. Termination
Either party may terminate the service engagement by giving reasonable written notice. The notice period required will be set out in your service agreement.
We reserve the right to terminate services immediately if you:
- Breach these Terms in a material way
- Provide false or misleading information
- Fail to pay fees when due
- Act in a way that we reasonably believe puts us or others at risk
Upon termination, you remain liable for any fees outstanding at the date of termination. We will provide you with your payroll records in a reasonable format upon request.
12. Force Majeure
We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control, including but not limited to acts of God, pandemic, government action, or failure of third-party systems.
13. Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising from these Terms or our services shall be subject to the exclusive jurisdiction of the courts of England and Wales.
14. Entire Agreement
These Terms, together with any service agreement and our Privacy Policy, constitute the entire agreement between you and Responsive Payments Limited in relation to the services and supersede all prior agreements, representations, and understandings.
15. Amendments
We reserve the right to amend these Terms from time to time. Any amendments will be posted on our website and, where material, communicated to existing clients with reasonable notice. Your continued use of our services after any amendment constitutes acceptance of the updated Terms.
16. Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
17. Contact
If you have any questions about these Terms, please contact us:
- Email: [email protected]
- Address: Responsive Payments Limited, 7 Blue House Road, Hebburn, Tyne And Wear, NE31 2NB, United Kingdom
- Company Number: 17023027