Terms & Conditions

1. Who we are

These Terms & Conditions (“Terms”) govern the provision of payroll (PAYE) and related services by Zapay (“we”, “us”, “our”) to the entity or person entering into an order, proposal or statement of work (“Client”, “you”). Our registered office is 123 High Street, Manchester, M1 2AB, United Kingdom. By requesting or using our services you agree to these Terms.

2. Scope of services

We provide services as described in the applicable order/proposal (“Agreement”), which may include:

• Payroll processing (weekly/monthly), variations and quality checks.
• RTI submissions (FPS/EPS) and HMRC liaison.
• Auto-Enrolment assessments, pension file creation and uploads.
• e-Payslips and employee portal access and support.
• Reports, journals, summaries and audit trails.

Any out-of-scope tasks (e.g., HR advisory, tax advice, bespoke integrations) are chargeable separately if agreed in writing.

3. Client obligations

• Provide accurate, complete and timely input data and approvals by agreed cut-offs.
• Notify us promptly of starters, leavers, tax code changes and material variations.
• Maintain lawful basis and transparency with employees whose data you supply to us.
• Review outputs and promptly raise queries; sign off payroll before publication/filing.
• Ensure payments to employees, HMRC and pension providers are made when due (unless explicitly part of our scope).

4. Fees & payment

• Fees are as set out in the Agreement and exclude VAT and third-party charges unless stated.
• Invoices are due within 14 days of issue unless otherwise agreed.
• We may suspend services for overdue amounts after notice. We may charge reasonable interest/late fees permitted by law.
• Changes in headcount, pay frequency, complexity or scope may adjust fees by written notice.

5. Data protection

Each party will comply with UK GDPR and applicable data protection laws. For payroll data, we generally act as your processor; you are the controller. Our Privacy Policy forms part of these Terms.

• We process personal data only on your documented instructions, maintain appropriate security and keep records of processing.
• You will ensure a lawful basis and provide required transparency to employees.
• We will assist with data subject requests and incident notifications as required by law.
• We may use vetted sub-processors under written terms; we remain responsible for them.

6. Confidentiality

Both parties must keep confidential information secret and use it only for the Agreement. This does not apply to information that is public, independently developed or legally required to be disclosed.

7. Intellectual property

We retain ownership of our tools, templates, processes and know-how. Deliverables and reports provided for your internal business use may be used by you during the term and any renewal, subject to payment of fees.

8. Third-party providers

Our services may rely on third-party platforms (e.g., payroll software, pension portals, secure document delivery). You authorise us to use such providers. Each provider’s separate terms may apply to your use of their systems.

9. Warranties

• We will provide services with reasonable skill and care.
• You warrant that data supplied is accurate, complete and lawfully obtained.
• Except as stated, all warranties are excluded to the fullest extent permitted by law.

10. Liability

Nothing limits liability for death or personal injury caused by negligence, fraud, or other liability that cannot be limited by law.

• Subject to the above, each party’s total aggregate liability arising out of the Agreement is capped at the higher of (a) 100% of fees paid or payable in the 12 months before the claim, or (b) £10,000.
• Neither party is liable for indirect or consequential loss, loss of profits, revenue, goodwill or data.

11. Indemnity

You will indemnify us against claims, penalties or losses arising from inaccurate or unlawful data provided by you, or your failure to fulfil employer obligations (including payment to employees, HMRC or pension providers where outside our scope).

12. Term, suspension & termination

• These Terms apply from the start of services and continue for the term stated in the Agreement, renewing as specified.
• Either party may terminate for material breach not remedied within 30 days of notice.
• We may suspend services for non-payment, security concerns or unlawful instructions.
• On termination, fees to date remain payable. We will provide reasonable cooperation to transition services (additional charges may apply).

13. Compliance

Each party will comply with applicable law, including anti-bribery, anti-slavery and tax evasion prevention laws. You remain responsible for your employer obligations unless expressly assumed by us in writing.

14. Non-solicitation

During the term and for 6 months after, neither party will solicit (other than via general advertising) the other’s staff materially involved in the services without prior written consent.

15. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control (including outages of third-party platforms, strikes, government action, disasters), provided reasonable mitigation is used.

16. Notices

Formal notices must be in writing and sent to the addresses in the Agreement (or updated in writing). Email is acceptable if acknowledged by the recipient or sent to a designated notices address.

17. Governing law

These Terms and any non-contractual obligations are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.