Terms of Business
SGW Payroll Ltd (“the Company”), by virtue of the Clients authorised signatory on this document, agrees with the Client as follows:
Security of Information
All information stored on the Company’s premises which concerns Client’s business will be considered confidential by the Company. Unless required by law, the Company will not divulge such information to anyone except Client’s authorised agent.
Data Protection
The Company shall comply with UK GDPR (General Data Protection Regulation) and all other applicable data protection and privacy laws, including without limitation any data protection laws and regulations, applicable to the Company in the processing of Personal Data under this Agreement.
The term ‘Personal Data’ means any information relating to an identified or identifiable natural person, in any form, format or media (including paper, electronic and other records) that the Company has access to, obtains, uses, maintains or otherwise handles in connection with the performance of the Agreement.
If the Client provides to the Company any Personal Data relating to an individual, the Client shall at all times be the owner of that Personal Data and the Company may only process such Personal Data for the purpose(s) set forth in this Agreement.
The Company shall at all times during the term of this Agreement utilise and maintain appropriate technical, organisational and security measures to ensure the safety and security of such Personal Data. The Company will not share, sell, publish or give away such Personal Data to any third parties without the Client’s express written consent.
Processing of Personal Data
The purpose of the processing under this Agreement is the provision of a Payroll Service by SGW Payroll Ltd (the Data Processor).
In connection with the Data Processor’s delivery of the Services to the Client (Data Controller), the Data Processor will process certain categories and types of the Data Controller’s personal data on behalf of the Data Controller. This personal data includes:
Name
Address
Date of Birth
NI Number
Bank Account Details (if applicable)
Instruction
The Data Processor may only act and process the Personal Data in accordance with documented instruction from the Data Controller, unless required by domestic law to act without such instruction. The instruction at the time of entering this Agreement is that the Data Processor may only process the Personal Data with the purpose of delivering the Service as described above.
The Data Controller will have sole responsibility for the accuracy, quality and legality of Personal Data and the means by which it was obtained. The Data Controller will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer and/or processing of the Personal Data to / by the Data Processor for the duration and purposes of this agreement.
Data Processor’s Obligations
The Data Processor shall treat all the Personal Data as strictly confidential.
The Data Processor’s employees shall be subject to an obligation of confidentiality that ensures that the employees shall treat all the Personal Data under this Agreement with strict confidentiality.
Personal Data will only be made available to personnel that require access to such Personal Data for the delivery of the Service.
The Data Processor will reasonably assist, at no additional cost to the customer, with meeting the Customer’s compliance obligations under the Data Protection Legislation, taking into account the nature of the processing and the information available, including in relation to Data Subject’s Rights, data protection impact assessments and reporting to and consulting with the Commissioner under the Data Protection Legislation.
Sub-Contractors / Third Parties
Other than those mentioned below, SGW Payroll may not authorise any other third party to process personal data.
IRIS Software Group, 4th Floor, Heathrow Approach, 470 London Road, Slough SL3 8QY
Sense Support Ltd, 6 West Street, Ringwood, Hampshire BH24 1DZ
SG World Ltd, Arnold Haase House, Duchy Road, Crewe, Cheshire CW1 6ND
Security
The Data Processor shall implement the appropriate technical and organisational measures in accordance with Article 32 of the UK GDPR.
Rights of Data Subjects
If the Data Controller receives a request from a data subject for the exercise of the data subject’s rights under the Applicable Law and the correct and legitimate reply to such a request necessitates the Data Processor’s assistance, the Data Processor shall assist the Data Controller by providing the necessary information and documentation. The Data Processor shall be given reasonable time to assist the Data Controller with such requests in accordance with the Applicable Law.
Data Breaches
The Data Processor will give immediate notice to the Data Controller if a breach occurs that can lead to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to personal data transmitted, stored or otherwise processed on behalf of the Data Controller.
SGW Payroll will reasonably co-operate with the Data Controller in the handling of the matter.
Audit Rights
Upon request by the Data Controller, the Data Processor will make available to the Data Controller all relevant information necessary to demonstrate compliance with this Agreement and shall allow for and reasonably co-operate with audits, including inspections by the Data Controller or an auditor mandated by the Data Controller. The Data Controller shall give at least 30 days notice of any audit or inspection and shall make reasonable endeavours to avoid causing damage or disruption to the Data Processor’s premises, equipment or business in the course of such an audit or inspection. Audits or inspections shall not take place more than once a year.
Data Transfers
The Data Processor will not transfer data outside of the UK without first gaining the permission of NWF.
Data will be transferred between the Data Processor and Data Controller via a secure portal; provided by a third party.
Data will be backed-up to a third party for the purpose of Business Continuity (see below). This third party and their servers are UK based. Third party access to Personal Data is only available at the invitation of the Data Processor.
Return of Data
Following termination of this Agreement, the Data Processor, at the Data Controller’s request, will delete or return to the Data Controller all Personal Data in its possession except to the extent the Data Processor is required by Applicable Law to retain some or all of the Personal Data. In these circumstances, the data will be archived and appropriate security will be implemented to prevent the data from any further processing. The data will be completely deleted SEVEN years after the date of termination of this Agreement.
Business Continuity Plan
SGW Payroll Ltd is a BACS accredited payroll provider. As part of our accreditation, our Business Continuity Plan will ensure that there will be no disruption to the payroll service that we offer in the event of a disaster, in accordance with ISO27001 procedures.
Service Fees/Terms
On order, we will require a non-refundable deposit to cover any administration and set up costs. Deposits can be made by debit/credit card or by bank transfer. Fees for Company’s services will be billed for each processing period in line with contract frequency and prevailing prices established by the Company from time to time. The Company agrees that fees will not be revised without giving the Client a minimum of 30 days’ notice. Fees are due and payable by Direct Debit within 10 days of invoice. At its option, SGW Payroll Ltd, may discontinue services to any overdue account without any liability for extra expenses or damages caused by such discontinuances. Client agrees to pay, upon demand, any cost or expenses (including legal fees) incurred by the Company in collecting amounts due and owing to Company hereunder.
Termination
This Agreement is for a minimum contract period as stated above, if you wish to terminate thereafter we require 3 months’ notice, in writing to the Company.
Limitation of Liability
Our liability to You shall not in any event exceed the value of the annual subscription paid by You for the relevant service.
Client Liability
It is the Client’s liability:
(a) To ensure that correct information is reported on the forms provided.
(b) To ensure that Company is advised of variable information or amendments for each pay
period by the date and time specified to Client at commencement of service.
(c) To ensure the identity of the employee and retain the information for the required time
(d) To notify Company of any changes to individuals salary, including sick pay etc.
(e) To retain pay records as required by the HMRC.
(f) To make payments to the HMRC, unless Client has contracted for this service.
Payroll Outputs
1. Employee Payslips
2. Payroll Summary
3. Invoices sent electronically (unless otherwise stated)
4. Payments Report * (see below)
5. Yellow Book Report
6. RTI Reports sent to HMRC electronically
Bacs and other third parties
The service includes, where required by Client, transmission of payment instructions to BACS. It does not include or warrant processing or execution of such instructions by BACS.
BACS Terms and Conditions *
Data Verification
1. You will verify that the information contained on the payroll reports is in accordance with the information supplied to us to calculate the wages and salaries due to your employees.
2. You will check the BACS net pay report to ensure that:
a. The number of transactions equate to the number of employees to be paid.
b. The total value of payments are in line with your normal wages and salaries for the period involved.
c. That the total value of payments does not exceed the limit negotiated with your BACS sponsor.
d. No single payment is exceptional, after taking account of overtime and special payments or bonuses.
e. No more than one payment is destined for the same account, except where more than one employee shares a joint account.
3. You will inform us of any errors identified on payroll reports no later than 4.00p.m. on the day of receipt.
4. Cancellation of payments:
a. You will arrange the cancellation of individual payments by contacting your BACS sponsor.
b. If it is necessary to withdraw the whole BACS file, your organisation will contact us before 3.00p.m. on Input Day.
* Note – BACS will make a charge for this service
BACS Input Report
This report provides details of the payments that have been transmitted electronically by BACS on your behalf.
1. You must check to ensure that a BACS Input Report is received by the morning of Processing Day. If the BACS Input Report is not received, you must contact your BACS sponsor before 11.00a.m. on Processing Day for verification of the BACS transmission.
2. You will check the BACS Input Report to:
a. Ensure the User Number and User Name in the main heading block on page 1 of the report reflects your organisation’s registration with BACS.
b. Ensure that both the number and value of payments agree with the payroll report forwarded to you by us.
c. Ascertain details of any rejected or adjusted records.
3. You should advise your payroll manager of any:
a. Rejected or adjusted records identified in the BACS Input Report.
b. Errors identified on the BACS Input Report and the action you require to be taken.
Employees Liability via Client
Inform SGW Payroll and the HMRC of any personal changes such as:
· Change of address
· Change of name
Governing Law and Jurisdiction
The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arise out of, or in connection with, this agreement or its subject matter or formation.