Rpay Payroll Bureau – Terms and Conditions

Basis of Agreement

These Terms and Conditions govern the provision of payroll bureau and related compliance support services by Rpay.

All services are supplied strictly on a business‑to‑business basis. By instructing us you confirm that:

• you are acting in the course of business
• you are not a consumer
• consumer protection legislation does not apply

These Terms apply to all services unless varied in writing by a director of Smart Registrations Ltd.

Scope of Payroll Services

We provide outsourced payroll administration services which may include (depending on package selected):

• PAYE payroll calculations
• Real Time Information (RTI) submissions to HMRC
• payslip production
• statutory payment calculations
• pension auto‑enrolment administration support
• director payroll processing
• year‑end payroll procedures
• payroll compliance reporting

We do not provide:

• employment law advice
• tax planning advice
• HR consultancy
• financial or legal advice

Unless expressly agreed in writing.

Client Responsibilities and Reliance on Information

You agree that you are solely responsible for:

• accuracy and completeness of payroll data
• employment status determinations
• compliance with employment legislation
• timely provision of payroll instructions
• maintaining sufficient funds for PAYE, NIC and pension obligations
• reviewing payroll reports promptly

We are entitled to rely entirely on the information supplied by you or your authorised agents without independent verification.

You indemnify us against losses, penalties or claims arising from incorrect, incomplete or late information.

Payroll Deadlines and Processing

Payroll processing is subject to submission cut‑off deadlines notified to you.

Where information is received late or amended after processing:

• additional charges may apply
• corrections may be deferred to the next payroll cycle
• we accept no responsibility for resulting penalties or interest

We do not guarantee same‑day processing.

HMRC Compliance and Authority to Submit

You authorise us to submit payroll information to HMRC on your behalf.

You acknowledge that:

• HMRC acceptance of submissions cannot be guaranteed
• statutory liability for PAYE and NIC remains with you
• penalties and interest remain your responsibility unless caused solely by our proven negligence

Pension Administration Disclaimer

Where we provide pension administration support:

• we rely on third‑party pension providers and software systems
• upload failures or provider delays may occur
• statutory compliance responsibility remains with you

We are not liable for penalties arising from pension scheme processing delays outside our direct control.

Fees, Minimum Terms and Renewal

Our fees are set out in our pricing schedule.

• fees are payable in advance
• minimum service term is 12 months unless agreed otherwise
• services automatically renew unless terminated with notice
• additional work outside scope will be charged at prevailing rates

We may suspend services for non‑payment.

Fees are non‑refundable once payroll processing has commenced.

Suspension of Services

We may suspend payroll services immediately where:

• fees remain unpaid
• payroll information is repeatedly late or unreliable
• AML due diligence requirements are not satisfied
• regulatory or reputational risk arises
• abusive or unreasonable behaviour is experienced

We shall not be liable for consequences arising from lawful suspension.

Limitation of Liability

We will provide services with reasonable care and skill.

To the fullest extent permitted by law:

• our total liability is limited to fees paid in the preceding 12 months
• we are not liable for indirect or consequential loss
• we are not liable for loss of profits, business or opportunity
• we are not liable for software or HMRC system failures

Nothing excludes liability for fraud or death or personal injury caused by negligence.

Data Protection and Security

We act as data processor in relation to payroll data.

You act as data controller and confirm you have lawful authority to provide employee information.

We may:

• use secure payroll software providers
• store data electronically
• transmit payroll information to HMRC and pension providers

We implement appropriate technical and organisational safeguards but cannot guarantee absolute security.

Anti‑Money Laundering Obligations

Smart Registrations Ltd is supervised by HM Revenue & Customs for compliance with the Money Laundering Regulations in relation to accountancy and payroll services.

Accordingly we may:

• carry out electronic identity verification checks
• request documentation
• delay onboarding until due diligence is complete
• refuse or terminate services where risk is identified
• make disclosures to authorities where legally required

We are prohibited by law from disclosing where a suspicious activity report has been made.

Confidentiality

Both parties shall keep confidential all business and payroll information except where disclosure is required:

• by law
• by regulators
• for payroll processing purposes

Intellectual Property

All payroll systems, templates, reports, website content and branding remain our intellectual property.

You may not:

• reproduce materials commercially
• reverse engineer systems
• scrape or harvest website data

Website Use and Information Disclaimer

Information on our website is provided for general business guidance only.

• it does not constitute professional advice
• no warranty is given as to completeness or accuracy
• reliance is at your own risk

We may suspend or withdraw website access at any time.

Termination and Disengagement

Either party may terminate services by written notice.

We may terminate immediately where:

• AML concerns arise
• regulatory risk is identified
• misleading information has been provided
• fees remain unpaid

Upon termination we may charge reasonable disengagement and data transfer fees.

Force Majeure

We are not liable for failure or delay caused by events beyond our control including:

• HMRC system outages
• cyber incidents
• software provider failure
• telecommunications disruption
• regulatory intervention

Changes to Terms

We may update these Terms periodically. Updated versions will be published on our website and take effect immediately.

Governing Law

These Terms are governed by the laws of England and Wales.

The parties submit to the exclusive jurisdiction of the English courts.