Terms and conditions

NUMERII LTD

TERMS AND CONDITIONS OF PAYROLL BUSINESS

Introduction
It is both a requirement of the law relating to the provision of services and also good practice to set out clearly in writing the terms and conditions upon which we provide you with professional services.

The letter of engagement together with these terms and conditions complies with this requirement. We request that you carefully read through these documents to ensure there is no misunderstanding between us. If you agree to the terms and conditions set out, then please sign and return the final page of the engagement letter to us. If there is any point upon which you require clarification, please contact us.

Please note that we can only provide our services to you once you have signed and returned the final page of the engagement letter to us.

Please also note that, where applicable, we will obtain authorisation for HM Revenue and Customs to recognise us as the company’s so that they are able to communicate with us. However, you should nevertheless send us copies of all communications that you or your company receives from HM Revenue and Customs.

It should be noted that we can only process and maintain your records on the basis of information supplied by yourself, the data controller, or third parties acting on your authority, and can accept no responsibility for any errors in such information supplied or delays in supplying such information to us.

1. Services to be provided by us:

A – Bookkeeping and VAT (Digital Service)

We agree to maintain your accounts and prepare all necessary VAT returns from the information supplied by yourself. This is subject to your having supplied us with all relevant information as and when requested by us, and in particular to your letting us have details of all sales, purchases and bank statements relative to the period stated.

B – Statutory Accounts

We agree to prepare your accounts from the records held, where we maintain the company’s accounting records. Where we do not maintain the company’s accounting records, we will ask you to provide all relevant information, advise you of the information required and any explanations necessary to complete the accounts and when these are needed.

We will send the accounts to you for approval and signature. By signing the accounts, you take responsibility for the information contained therein.

Once signed, we will file your accounts at Companies House within nine months of the year end (where required). We accept no responsibility for fines or regulatory action taken against the directors where the statutory financial statements are not available for filing.

C – Corporation Tax

We agree to prepare the company’s tax return, the corporation tax computations and supporting schedules required from the accounts, information and explanations you provide to us.

We will submit the signed and dated return, computation and accounts online to HM Revenue & Customs in the required format.

We will advise you if additional corporation tax is due on loans by the company to directors or shareholders or their associates.

If the company pays or receives interest or similar under deduction of tax, we will complete Return Form CT61 regarding payments made to and by the company under deduction of tax. We will send the form CT61 to you for approval and signature and submission by you to HM Revenue and Customs. We will advise you of the amounts of income tax that are due, and the due date for payment and submission of the form.

We will advise you as to possible claims and elections arising from information supplied by you at the time of the preparation of the accounts. Where instructed by you, we will make such claims and elections in the form and manner required by HM Revenue & Customs.

We will deal with all communications relating to the company’s corporation tax position addressed to us by HM Revenue and Customs or passed to us by you.

We observe professional rules and ethical guidelines and act for you on the basis that we act in accordance with those guidelines. In particular, you give us authority to correct HM Revenue & Customs’ errors, even if doing so results in correction of an error made in your favour.

D – Self-Assessment Tax Return Service

We agree to prepare your Self-Assessment tax return, which covers income tax and capital gains tax, together with such supplementary pages and supporting schedules as are appropriate and we will calculate your tax liability based on the information provided and you will be responsible for confirming the sources of income and types of expenses which apply to you and for providing the information requested in a timely manner.

Where self-employed, partnership or rental accounts are required, we will advise you when we require your records and will prepare these as part of the Self-Assessment process from records and other information provided by you.

We will send you your tax return and supporting schedules for you to approve and sign, and by signing you will take responsibility for its content. We will then submit it to HM Revenue & Customs. By signing the form, you authorise us to file the return electronically.

We will advise as to possible claims and elections arising from the tax return at the time of preparation of the return from information supplied by you. Where instructed by you, we will make such claims and elections in the form and manner required by HM Revenue & Customs.

We will deal with all communications relating to your return addressed to us by HM Revenue & Customs or passed to us by you.

We are able to offer fee protection to cover insurance and the cost of our fees arising from HM Revenue & Customs investigations. If you would like further details of this service, please let us know.

We observe professional rules and ethical guidelines and act for you on the basis that we act in accordance with those guidelines. In particular, you give us authority to correct HM Revenue & Customs’ errors, even if doing so results in correction of an error made in your favour.

E – Payroll (Information provided via Sage portal)

We agree to maintain your payroll and prepare wage slips, P45s, P60s, payment advices and annual returns from the information supplied by yourself. This is subject to your having supplied us with all information relevant to your payroll as and when requested by us, and in particular to your letting us have details of all employees, pay rates, hours worked at least 72 hours (three working days) before the intended payment date. This will ensure we have enough time to run the payroll, obtain your approval and submit the correct payroll data to HMRC.

Static Payrolls – Where your company payroll remains the same each month, we will run your payroll by the 15th of the month and complete it by the 18th of each month. Once the pay run has been completed and the data submitted to HMRC we will not be able to make any amendments until the following month. Therefore, if you do require any changes it is essential that you advise us no later than the 16th of the payroll month so that we are able to include them in the correct month.

Variable Payrolls – As above, payroll instructions must be provided by email no later than 72 hours (three working days) before the salary payment date.

It should be noted that we can only process and maintain your payroll on the basis of information supplied by yourself, the data controller, or third parties acting on your authority, and can accept no responsibility for any errors in such information supplied or delays in supplying such information to us.

F – Company Secretarial Services

We agree to complete and submit the company’s annual confirmation statement, maintain the statutory records and complete and submit any other forms required by law to be filed at Companies House.

You must keep us fully informed of any relevant changes or events which are required to be notified to Companies House, within one week of the change or event.

We will provide a Registered Office Service, if required.

2. For your part, you agree:

To comply with any conditions set out above.

To supply us with all information in relation to your affairs that we may reasonably require, or that is relevant to your affairs, promptly and in good order.

That notwithstanding our obligation under this letter of engagement to prepare documents, you (and you alone) are responsible for the accuracy and completeness of your records, liabilities, howsoever arising; as a result of errors, inaccuracies, omissions, commissions or a lack of clarity in your records, insofar as they attach to us, are excluded, unless it can be proved that we had specific written notice of the inaccuracy or incompleteness of your records.

To follow our advice in relation to the nature of your accounting, payroll and tax records.

To fully comply with the HMRC Regulations in all matters including the requirement to retain all your records, personal and business for a period of six years after the end of the tax year.

That nothing in these Terms & Conditions makes Numerii Ltd directly or indirectly responsible for the payment of any taxes. You agree that you remain fully responsible for the payment of all taxes relating to your affairs. You also agree that no payment should be made to the Inland Revenue in respect of Income Tax, NIC, Vat or Corporation Tax, without first having received written advice from ourselves that the sums demanded are correct. You also agree that any tax demands should be forwarded to us as soon as possible for checking, in order to minimise the risk of either interest or penalties.

That you will supply us immediately upon receipt by you with copies of any documents or notices served upon you by the Inland Revenue.

3. Non-Compliance

If at any time you have not fully complied with our advice in relation to your records or you have not supplied us with the necessary information to deal with your affairs within any statutory time limits, or you have in any other way by omission or commission made it impracticable for us to comply with our obligations under this letter of engagement, then, provided that your payments are not in arrears, or that any other amounts due to us have been paid in full, we agree to do whatever we can to assist in rectifying the situation, but subject to our reserving the right to make a specific charge on a basis to be agreed before any additional work is undertaken.

We must emphasise the severity of the current rules with regard to interest and penalties that can be applied by the Inland Revenue, both in relation to late payment of tax and late submission of returns. The deadlines set out by law are critical – not even one day’s grace is allowed. Penalties and interest can also arise where you have supplied us with incomplete or inaccurate information upon which we have relied in making estimates of your liabilities in order to agree payments on account with the Inland Revenue.

4. Data

For GDPR purposes we will hold and process the following employee details:

Title Name
Residential Address Email Address
Gender Marital Status
Date of Birth National Insurance Number
Tax Code Pay rate
Pension arrangement Bank account details

We agree that we shall only use the data you supply to us for the purposes of providing the Services to you and in accordance with these Terms and Conditions and the Engagement Letter. If requested, we will assist you in meeting your GDPR obligations. We will provide you (the Controller) with whatever information you need and we will inform you of any data breaches immediately upon us becoming aware of the same and advise you of any potential infringement of the GDPR or other data protection laws.

This service excludes any investigation or tax audit into your affairs by the Inland Revenue, and also excludes enquiries, (except enquiries of a minor or routine nature) raised upon any returns prepared by us which would be the subject of a separate letter of engagement and therefore fees.

We shall comply with all applicable laws, regulations, policies, procedures, plans, codes and sanctions relating to the prevention of facilitation of tax evasion offences including, but not limited to, the Criminal Finances Act 2017.

All staff employed by Numerii Ltd are subject to a duty of confidentiality under data protection legislation. All accounts and payroll information is stored and processed on a secure, protected server which is backed up daily.

We will not engage a sub-processor without us having a written contract with that sub-processor and your written consent to the use of a sub-processor.

We will not send any data you provide to us out of the European Economic Area. If this changes we will notify you and the protections we put in place to protect the security of your data will be explained to you.

5. Fees

Our fees are payable by Direct Debit and our invoice will usually be rendered at the end of the month. Our fees are reviewed annually, usually in January, in line with the level of work carried out and inflation. We will make a nominal charge of £25.00 in the event that your direct debit payment is not met.

Our invoices will be sent to the email address provided by you and any queries relating to our invoices must be raised within seven days of receipt of invoice.

We reserve the right to charge interest in accordance with the Commercial Debts Act in the event of late or non-payment of fees in accordance with our terms as set out above.

6. Termination/Cancellation

Unless the letter of engagement states the period for which the contract is to run, either party can for any reason terminate the contract on one month’s notice. The Client shall pay to the Supplier for the Services delivered and other costs and charges payable by the Client up to and including the date of suspension cancellation or termination.

7. Retention and destruction of data

If you cease to be a client and if we still hold any books, papers or data that are your property, then at the expiry of six years from you having ceased to be a client, we will, under the terms of this letter engagement, be at liberty to destroy any of such books, papers and data upon the seventh anniversary of your ceasing to be a client.