Terms of Service

1. Parties and Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between Sterling Payroll Solutions, trading from Queensgate House, 48 Queen Street, Exeter EX4 3SR ("we", "us", "our", "the Bureau") and the business or individual ("Client", "you") engaging our services.

By signing a Letter of Engagement, accessing the client portal at www.sterlingpayrollsolutions.co.uk, or instructing us to commence payroll processing, you confirm that you have read, understood, and accept these Terms in full. These Terms should be read alongside your Letter of Engagement and any applicable Service Schedule, which together form the entire agreement between the parties.

2. Scope of Services

We provide fully managed UK payroll bureau services. Depending on your chosen plan, services may include:

• Processing of PAYE payroll at agreed frequencies (weekly, fortnightly, four-weekly, or monthly).
• Real Time Information (RTI) Full Payment Submission (FPS) to HMRC on or before each pay date.
• Employer Payment Summary (EPS) submissions, including nil submissions.
• Production of employee payslips (digital via secure portal).
• P45 production upon employee leaving.
• P60 production and year-end filing.
• P11D preparation and benefit-in-kind reporting (where instructed).
• Pension auto-enrolment assessment and contribution file generation.
• Construction Industry Scheme (CIS) contractor verification and monthly CIS300 returns (where applicable).
• HMRC tax code change (P6/P9) and student loan notice implementation.
• New starter onboarding and P45 processing.
• Leaver processing, including final pay calculations.
• Access to our secure client portal for payroll submission, document management, and messaging.

Services not listed above are out of scope unless agreed in writing. Ad-hoc or additional services may be subject to separate charges as set out in Clause 4.

3. Client Responsibilities

To enable us to process payroll accurately and on time, you agree to:

• Submit complete and accurate payroll data (hours worked, new starters, leavers, pay changes, absences) by the agreed submission deadline for each pay period.
• Notify us promptly of any changes to employee details, pay rates, contractual terms, or statutory obligations (e.g. new student loan notices, attachment of earnings orders).
• Complete all required Anti-Money Laundering (AML) identity verification steps, including biometric ID verification via our Didit-powered portal, before services commence.
• Provide your HMRC PAYE reference, Accounts Office reference, and pension provider details during onboarding.
• Sign and submit HMRC Form 64-8 to authorise Sterling Payroll Solutions as your payroll agent.
• Make all HMRC payments (PAYE, NICs, CIS deductions) directly to HMRC by the relevant deadlines. We do not collect HMRC payments on your behalf.
• Review all payroll outputs and notify us of any errors or discrepancies within 5 business days of receipt. Queries raised after this period may be treated as an amendment.
• Keep your portal access credentials secure and notify us immediately if you suspect unauthorised access.
• Ensure that all employee data provided to us is lawfully obtained and that employees have been informed of its use in accordance with UK GDPR obligations.

4. Fees and Payment

Our fees are based on the service plan agreed in your Letter of Engagement, which forms part of this agreement and contains the full breakdown of your applicable monthly fee, any ad-hoc charges, and any plan-specific conditions. All fees are exclusive of VAT (Sterling Payroll Solutions is not currently VAT registered).

Ad-hoc charges may apply for activities outside the standard scope of your plan, including but not limited to: new starter processing, leaver processing, payroll corrections and amendment re-runs, and CIS subcontractor verifications. These will be itemised on your invoice automatically where applicable. Full details of ad-hoc charges are set out in your Letter of Engagement and Service Schedule.

Invoices are issued following each payroll run or at the start of each billing period. Payment is due within 5 business days of the invoice date unless otherwise agreed in writing. Overdue invoices may attract late payment interest at 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. We reserve the right to suspend services for accounts more than 14 days overdue.

5. Automated Payments (Auto-Pay)

Where you have enrolled in auto-pay, you authorise Sterling Payroll Solutions to automatically charge the payment method on file (credit/debit card via Stripe, or direct debit mandate) for outstanding invoices after the applicable review period:

• Standard: 3 business days after invoice issuance.
• Enterprise: 7 business days after invoice issuance (or as agreed in writing).

You may pause or cancel auto-pay at any time by providing a minimum of 2 business days' written notice before the next scheduled collection. Notice must be sent to accounts@sterlingpayrollsolutions.co.uk. If a payment fails, we will notify you immediately and request alternative payment within 3 business days.

6. Anti-Money Laundering (AML) Compliance

Sterling Payroll Solutions is required to comply with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002. Before services commence, we must complete satisfactory Customer Due Diligence (CDD), which includes:

• Verification of the identity of the business, its directors, and any beneficial owners holding 25% or more.
• Biometric identity verification via our integrated Didit verification service.
• Annual re-verification for active clients, as required by ongoing due diligence obligations.

We reserve the right to suspend or terminate services at any time if CDD cannot be satisfactorily completed, or if we have reasonable grounds to suspect money laundering or financial crime. We may be required by law to report suspicious activity to the National Crime Agency (NCA) and are prohibited from disclosing that such a report has been made.

7. HMRC Agent Authorisation (Form 64-8)

To act on your behalf with HMRC, including submitting RTI returns, responding to HMRC queries, and accessing your PAYE online account, you must authorise Sterling Payroll Solutions as your payroll agent by completing HMRC Form 64-8. Until HMRC has processed this authorisation, our ability to correspond with HMRC directly on your behalf may be limited. You remain responsible for all HMRC obligations until agent authorisation is confirmed.

8. Data Protection and GDPR

Both parties agree to comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in relation to all personal data processed under this agreement. In providing payroll services, Sterling Payroll Solutions acts as a data processor on your behalf; you remain the data controller in respect of your employees' personal data.

• We will process employee personal data solely for the purpose of delivering payroll services as instructed by you.
• We will implement appropriate technical and organisational security measures to protect personal data.
• We will notify you without undue delay in the event of a personal data breach that is likely to affect your employees.
• Upon termination, we will return or securely delete personal data as instructed, subject to any statutory retention obligations.

Full details of how we collect, use, and protect personal data are set out in our Privacy Policy.

9. Confidentiality

Each party agrees to hold in strict confidence all proprietary or commercially sensitive information disclosed by the other in connection with this agreement ("Confidential Information"), and not to disclose it to any third party without prior written consent, except as required by law or regulation. This obligation of confidentiality shall survive termination of this agreement for a period of 5 years. This clause does not restrict either party from disclosing information that is or becomes publicly available through no fault of the receiving party.

10. Intellectual Property

All proprietary systems, software, templates, processes, and documentation developed by Sterling Payroll Solutions remain our sole intellectual property. Nothing in these Terms grants the Client any licence or right to our systems or materials beyond what is necessary to receive the services described herein.

11. Limitation of Liability

Sterling Payroll Solutions will exercise reasonable professional care and skill in providing payroll services. We shall not be liable for:

• Errors, penalties, or fines arising from inaccurate, incomplete, or late data provided by the Client.
• HMRC penalties or interest resulting from the Client's failure to make PAYE, NIC, or CIS payments on time.
• Any losses arising from circumstances outside our reasonable control, including but not limited to HMRC system outages, banking failures, or force majeure events.
• Indirect, consequential, or special losses, loss of profit, loss of business, or reputational damage howsoever arising.
• Loss or damage resulting from the Client's failure to maintain secure portal access credentials.

Our total aggregate liability to you in any 12-month period shall not exceed the total fees paid by you to us in that same 12-month period. Nothing in these Terms excludes liability for fraud, death, or personal injury caused by our negligence.

12. Termination

Either party may terminate this agreement by giving 30 days' written notice to the other. Notice should be sent to info@sterlingpayrollsolutions.co.uk or by post to our registered address.

Upon termination, we will:

• Complete any payroll run already in progress at the point of notice.
• Provide a final payroll summary and all output files required for continuity with a new provider.
• Raise a final invoice for all services rendered; all outstanding invoices become immediately due upon termination.
• Notify HMRC of our removal as payroll agent.

We reserve the right to terminate this agreement immediately, without notice, if: the Client is in material breach of these Terms; invoices remain overdue for more than 14 days after written demand; AML obligations cannot be satisfied; or we are required to do so by law or a regulatory authority.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including natural disasters, government action, pandemics, or failure of third-party systems (including HMRC's Government Gateway). The affected party shall notify the other as soon as reasonably practicable and shall use reasonable endeavours to mitigate the impact.

14. Amendments to These Terms

We may update these Terms from time to time to reflect changes in our services, applicable law, or regulatory requirements. We will notify active clients of any material changes with at least 14 days' notice by email or via the client portal. Your continued use of our services after the effective date of any changes constitutes acceptance of the revised Terms.

15. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales. The parties agree to attempt to resolve any dispute informally in the first instance before commencing formal proceedings.

16. Contact

For any questions, concerns, or notices relating to these Terms, please contact us: