1. DEFINITIONS

Service – the standard computer-based Payroll Service as supplied from time to time by Biznus Payroll Limited (BPL) for the calculation of employee gross and net remuneration, the Service to be maintained in accordance to statutory requirements.

Input – the payroll information (in a condition specified by BPL) submitted to BPL by the Client to enable BPL to provide the Service to the Client.

Data – the payroll information of the Client for the time being stored on BPL’s computers.

Output – the printed material produced by BPL from processing the Data.

Charges – the charges payable by the Client in respect of the Service and as subsequently amended under the provisions hereof.

Commencing Date – the date from which the Service will be provided.

Initial Term – a period of one year from the Commencing Date.

Quarter Days – 31st March, 30th June, 30th September and 31st December in any year.

2. SERVICE

2.1     BPL agrees to provide the Service to the Client.

2.2     BPL will use its reasonable efforts to ensure the provision of an efficient Service to the Client and to deliver Output as agreed.

2.3     In the event of computer or program failure BPL will use all reasonable efforts to restore the Service promptly and will deliver outstanding Output as soon as practicable.

3. TERM

3.1     This Agreement shall take effort on the day of execution and, subject to any provisions relating to early termination, will continue for the Initial Term remaining in force thereafter until terminated by either party giving to the other not less than three months prior notice in writing to expire at the end of the Initial Term or on any subsequent Quarter Day.

4. CUSTOMER INPUT

4.1     The Client shall be responsible for preparing the Input in a form, layout and timescale specified by BPL.

4.2     BPL will not be liable for any loss or damage sustained by the Client as a result of the right to charge for additional work required as a result of any fault in the Input.

4.3     The obligations of BPL under clause 2 will be subject to receipt by BPL of the Input in the specified form and timescale and BPL reserves the right to charge for additional costs incurred by BPL as a result of any failure by the Client to observe these requirements.

4.4    The Client shall retain a duplicate of the Input as delivered to BPL for a period of least seven days after such delivery.

4.5     If the Input or any part thereof shall be lost, destroyed or damaged prior to loading on to BPL’s computer and whilst in the possession of BPL then BPL shall forthwith notify the Client who shall promptly supply BPL with the copy of the Input retained by the Client pursuant to clause 4.3 and BPL shall use such copy for loading the Input.

5. CHARGES

5.1     BPL shall invoice the Client for the Charges after each processing run of the Data.

5.2    BPL may at any time alter the Charges in accordance with any change in BPL’s standard scale of charges for the Service by giving the Client not less than one month’s prior written notice.

5.3     The Client shall be bound to pay any altered Charges from the expiry of BPL’s notice as aforesaid unless within 14 days of receipt thereof the Client gives three months prior written notice of termination of the Agreement (whether or not the Initial Term has expired) in which case BPL will continue to provide the Service at the then subsisting Charges through to the effective date of termination.

5.4     In the event of termination of this Agreement by the Client under the provisions of clause 3 or 5.3 the Client will guarantee a payment to BPL for each month of the period of notice of a sum equal to the average of the twelve-monthly payments made to BPL immediately prior to the giving of such notice.  Where such payments have been made over a period less than twelve months the guaranteed sum as foresaid shall the average of the monthly payments made to BPL in each such month.

5.5     All sums due to BPL hereunder shall be paid within 14 days following the date of BPL’s invoice.  If any amounts due to BPL are overdue BPL reserve the right to charge interest on the balance outstanding at the rate of 4% above the then prevailing base lending rate of HSBC Bank PLC, for the period that the amount remains due but unpaid.

5.6     All changes are exclusive of VAT.

6. CLIENT DATA

6.1     The Input, Data and Output shall be and remain the property of the Client.

6.2     BPL undertakes to treat as confidential all the information contained in the Input, Data and Output and shall not without the written consent of the Client divulge the whole or any part thereof save to those employees of the Client having a need to know the same.

6.3     The Client undertakes that the information contained in the Input and the Data will contravene any applicable data protection legislation.  The Client will indemnify BPL against actions, proceedings, claims, demands, damages and costs occasioned to BPL as a result of any breach of the foregoing undertaking.

7. INTELLECTUAL PROPERTY RIGHTS TO INDEMNITY

7.1     The Client shall indemnify BPL against and claims alleging infringement of any copyright or other intellectual property rights which arise as a result of the storage or processing or the information of the Client provide that:

(a)     BPL shall give the Client control of any such claim; and

(b)     BPL shall not prejudice the Client’s defence of the claim; and

(c)     BPL shall give the Client all reasonable assistance with the claim.

8. LIABILITY AND WARRANTY

8.1     Notwithstanding anything contained in this Agreement BPL shall be liable in full for any death or physical injury arising out of the negligence of BPL.

8.2     The Liability of BPL to the Client for direct loss or damage, howsoever arising, shall be limited to and shall not in any circumstances exceed the amounts paid to BPL by the Client hereunder in the six months preceding the date on which the incident giving rise the liability occurs.

8.3     BPL shall not in any circumstances be liable to the Client for any consequential or indirect loss or damage howsoever arising and of whatsoever nature.

8.4     The obligations of BPL under this Agreement shall be in lieu of any condition or warranty of any kind whatsoever, express or implied, statutory or otherwise.

9. TERMINATION

9.1     Either party may terminate this Agreement forthwith in the event of any of the following:

(a)     The other party going into liquidation (other than voluntarily for the purpose of amalgamation or reconstruction) or having a receiver or administrator appointed over all or any part of its assets.

(b)     Any breach of this Agreement by the other party which is capable of being remedied remaining un-remedied thirty clear days after the day on which written notice specifying the nature of the breach has been served on that other party.

9.2     Any termination of this Agreement (howsoever arising) shall not affect any accrued rights or liabilities of either party.

10. POST-TERMINATION

10.1    On termination of this Agreement the Client shall have the right to require BPL to do any one or more of the following (provided that all Charges due to BPL have been remitted by the Client):

(a)     To deliver to the Client any copies of the Client’s Input and Output then in BPL’s possession;

(b)     To transfer to via electronic media any Data then stored on BPL’s computer and make the same available to the Client subject to the Client paying BPL a reasonable charge in respect thereof:

(c)     To erase any Data then in BPL’s possession, BPL to confirm that this action has been taking in writing;

(d)     To deliver such Output as the Client may reasonably require subject to the Client paying BPL a reasonable charge in respect thereof.

11. GENERAL

11.1     BPL shall not be liable for any delay in performance, or non-performance, of any of its obligations, hereunder caused by circumstances beyond BPL’s reasonable control (including, without limitation, any form of industrial action).

11.2    The Client may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of BPL, such consent not to be reasonably withheld.

11.3    This Agreement supersedes all prior agreements arrangements and undertakings between the parties relating to the subject matter hereof.  No modification of or addition to this Agreement shall be binding upon the parties unless made in writing and signed by a duly authorised representative of each of the parties.

11.4    Clients using online (cloud-based) software supplied to BPL through their Agency Partner Agreement with the authorised sub-processor and under BPL’s obligations to provide the Service, the Client and its authorised users of the online software will agree to the Terms and Conditions Of Use as stated on the online software portal or website.

11.5    These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the England & Wales courts.