Mobile Menu

1. Definitions “Client” means the party identified as the “Client” in this Agreement to whom Limitless Corporation trading as Office Payroll Services.com shall supply the Services in accordance with this Agreement. “Limitless Corporation trading as Office Payroll Services.com” means Limitless Corporation trading as Office Payroll Services.com Business First Centre, Millennium City Park, Preston, PR2 5DB or any subsidiary or associated company. “Services” means the services to be provided by Limitless Corporation trading as Office Payroll Services.com to the Client in accordance with this Agreement. “Third Party Software” means all software owned by or licensed to the Client from a third party owner (whether or not supplied by Limitless Corporation trading as Office Payroll Services.com) and which may comprise part of the Services.

2. Order Acceptance All orders placed with Limitless Corporation trading as Office Payroll Services.com by the Client for the Services shall constitute an offer to Limitless Corporation trading as Office Payroll Services.com, under these terms and conditions, subject to the signing of this Agreement by Limitless Corporation trading as Office Payroll Services.com. All orders are accepted and the Services supplied subject to these express terms and conditions only. No amendment of these terms and conditions will be valid unless confirmed in writing on or after the date hereof by both parties.

3. Variation to the Services There will be no variation alteration or addition to the Services annexed hereto unless the parties hereto agree such variation alteration or addition in writing. Where Limitless Corporation trading as Office Payroll Services.com agrees at the Client’s request to a variation alteration or addition to the Services, the Client shall pay Limitless Corporation trading as Office Payroll Services.com the reasonable cost of such variation alteration or addition at the time.

4. Variation in Number of Employees The Client will be charged each month for the exact number of payslips generated.

5. Copyright Limitless Corporation trading as Office Payroll Services.com hereby warrants and undertakes to the Client that it has obtained all consents, permissions and licences necessary to enable it to perform its obligations under this Agreement.

6. Charges The Client will pay the charges in the amount and in the manner specified herein. Limitless Corporation trading as Office Payroll Services.com shall be entitled in the March after the first processing run and each March thereafter to review the charging rate. Limitless Corporation trading as Office Payroll Services.com also reserves the right to increase the charging rate by up to 5% in the event of a significant change in legislation or other statutory requirement which results in the need to substantially vary or alter the provision of the Services. Any changes to the charging rate will be advised to the Client in writing. All prices are exclusive of Value Added Tax and any similar taxes. All such taxes are payable by the Client and will be applied in accordance with UK legislation in force at the tax point date. Limitless Corporation trading as Office Payroll Services.com reserves the right to pass on any increase in such taxes immediately.

7. Payment Terms Invoices will be raised and dated by Limitless Corporation trading as Office Payroll Services.com and will be payable by Direct Debit by the Client 14 days from the date of the invoice. In the absence of a valid dispute, payments which are not received when payable will be considered overdue and remain payable by the Client in accordance with the Late Payment of Commercial Debt Regulations 2002 and 2013 together with interest for late payment from the date payable at the rate of 8% per annum above the Barclays Bank plc. base rate.

8. Termination This Agreement shall continue for a minimum term of 12 months from the date of this agreement. Thereafter, this Agreement shall continue unless or until terminated by either party giving the other not less than 3 months prior written notice. Any fees in lieu of notice will be charged at the rate of the average of the last 3 months’ invoices.
This Agreement may be terminated forthwith by notice in writing:

  • by Limitless Corporation trading as Office Payroll Services.com if the Client fails to pay any sums due hereunder by the due date notwithstanding the provisions of late payment in clause 7, or
  • if either party fails to perform any of its obligations under this Agreement or Service Level Agreement (if appropriate) and such failure continues for a period of 30 days after written notice thereof, by the other party, or
  • if either party is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order or generally becomes unable to pay its debts within the meaning of Section 123 of Insolvency Act 1986, then without prejudice to any other rights or remedies available to it, the other party shall have the right to terminate this Agreement forthwith. Any termination of this agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law, and shall not affect any accrued rights or liabilities of either party.

9. Payroll Services Clients Responsibility Limitless Corporation trading as Office Payroll Services.com shall not accept responsibility for loss or damage arising directly from or as a direct consequence of the Clients act or default in relation to the following: -

  • Errors in the coding of information provided by the Client
  • Illegible information on documents provided by the Client
  • Faulty damaged or incorrect computer media supplied to Limitless Corporation trading as Office Payroll Services.com
  • The late or non arrival of data
  • Incorrect data supplied or data out of the specified sequence or in the wrong form
  • Variation of data received from that detailed in the schedule of data
  • Failure to detect errors in any work carried out by Limitless Corporation trading as Office Payroll Services.com, which the Client has undertaken to check.
In the event that any of the happenings to which this clause relates should necessitate additional work and/or computer time Limitless Corporation trading as Office Payroll Services.com reserves the right to make a fair and reasonable charge and to revise the delivery date therefore.

10. Payroll Services Storage and Security Limitless Corporation trading as Office Payroll Services.com shall use appropriate security measures to protect the data provided to it by the Client and shall immediately inform the Client of any actual or suspected breach of security or loss of data. Any information or knowledge relating to the work or the business of the Client which Limitless Corporation trading as Office Payroll Services.com may acquire from the provision of the Services under this Agreement is secret and confidential and Limitless Corporation trading as Office Payroll Services.com undertakes that it, its staff or its sub-contractors will not at any time disclose such information or knowledge to any other person or company.

11. Payroll Services Data Supply and Delivery To enable Limitless Corporation trading as Office Payroll Services.com to provide the Services to the Client, the latter shall provide Limitless Corporation trading as Office Payroll Services.com with any relevant data as set out in the Services and Limitless Corporation trading as Office Payroll Services.com subject to the provisions of clause 9 shall deliver to the Client at the delivery point the results and readings.

12. Indemnities and Limits of Liability Limitless Corporation trading as Office Payroll Services.com shall perform the Services in accordance with applicable legislation and government regulations and codes of good practice, with due skill, diligence and competence. Limitless Corporation trading as Office Payroll Services.com shall at all times whether during or after termination or expiry of this Agreement indemnify and keep indemnified the Client from and against any and all losses, claims, damages and expenses in relation to any infringement or alleged infringement of any third party’s contractual or Intellectual Property Rights suffered or incurred by the Client as a result of the use by Limitless Corporation trading as Office Payroll Services.com of any third party software. In the event that any material data results and readings provided by Limitless Corporation trading as Office Payroll Services.com to the Client under this Agreement are incorrect by reason of a fault occurring in the computer or any error or omission due to negligence (as defined by section 1 (1) (a) and (b) of the Unfair Contracts Terms Act 1977) of any of Limitless Corporation trading as Office Payroll Services.com.’s employees servants or agents Limitless Corporation trading as Office Payroll Services.com shall promptly carry out such work as to correct the fault or any such error or omission without further charge to the Client. Except as stated above, Limitless Corporation trading as Office Payroll Services.com disclaims and excludes all liability to the Client in connection with the provision of the Services under these terms and conditions and in no event shall Limitless Corporation trading as Office Payroll Services.com be liable to the Client for special, indirect or consequential damage including but not limited to loss of profits arising from loss of data or otherwise in connection with the provision of the Services. All terms of any nature, express or implied, statutory or otherwise, as to correspondence with any particular description or sample, fitness for purpose or merchantability, are hereby excluded. The Client shall indemnify and defend Limitless Corporation trading as Office Payroll Services.com and its employees in respect of any claims by third parties that are occasioned or arise from any Limitless Corporation trading as Office Payroll Services.com performance or non-performance pursuant to the instructions of the Client or its authorised representative.

13. Independent Contractor The relationship between Limitless Corporation trading as Office Payroll Services.com and the Client is that of independent contractor. Neither party is the agent of the other, nor neither party has any authority to make any contract or make any obligation expressly or implied in the name of the other party, without that party’s prior written consent for express purposes connected with the performance of this Agreement.

14. Indulgences No forbearance, delay or indulgence by either party in enforcing its respective rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or any later breach.

15. Notices Any notices given by either party to the other under this Agreement may be given by registered letter sent to the other party at the last known address of the other party and shall be deemed to have been given two working days after the date of posting.

16. Staff During the continuation of this Agreement and for a period of twelve months thereafter neither party will without the written consent of the other engage an employee of the other party or a person who has been concerned or involved with the provision of the Services provided hereunder or with data relating thereto. Limitless Corporation trading as Office Payroll Services.com.’s staff and representatives whilst on Clients premises will comply with the Clients reasonable security, confidentiality and health and safety procedures whilst on the Client’s premise. Limitless Corporation trading as Office Payroll Services.com.’s staff and representatives will be entitled to work in an environment that complies at all times with relevant health & safety regulations in force at the relevant time.

17. Assignment Neither party will assign this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld.

18. Proprietary Rights in Software Products The Client hereby acknowledges that proprietary rights in Third Party Software (if any) supplied hereunder including but not limited to any title or ownership rights, patent rights and trade secret rights, shall at all times and for all purposes vest and remain vested in the Third Party Software owner. The Client hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of any licence attaching to Third Party Software supplied and delivered by Limitless Corporation trading as Office Payroll Services.com (including if so required the execution and return of a Third Party Software licence). The Client is hereby notified that failure to comply with such terms and conditions could result in the Client being refused a software licence or having the same revoked by the proprietary owner. The Client further agrees to indemnify Limitless Corporation trading as Office Payroll Services.com in respect of any reasonable costs, charges or expenses incurred by Limitless Corporation trading as Office Payroll Services.com at the suit of a Third Party Software owner as a result of any breach by the Client of such conditions. No title or ownership of software products or any third party software licensed to the client under this agreement is transferred to the client under any circumstances.

19. Data Protection Limitless Corporation trading as Office Payroll Services.com is registered under the Data Protection Act 1998 as a data controller for the purposes of maintaining computerised records. Limitless Corporation trading as Office Payroll Services.com shall comply with the provision of the Data Protection Act 1998 in performing its obligations under this Agreement.

20. Contract Neither party shall be liable to the other for any delay in or failure to perform its obligations hereunder (other than a payment of money) where such delay or failure results from Force Majeure, act of God, fire, explosion, accident, industrial dispute or any other cause beyond its reasonable control. If the Force Majeure in question prevails for a continuous period of one month the parties shall enter into discussions with a view to agreeing upon such alternative arrangements as may be fair and reasonable. These terms and conditions shall be governed and construed in accordance with English Law.

21. Service Guarantee Notwithstanding the provisions of Clause 8, if Client is not reasonably satisfied with the Services provided under this Agreement during the first month of “live” processing, then the Client may terminate this Agreement by giving three (3) months notice in writing. Limitless Corporation trading as Office Payroll Services.com will not invoice for any Charges due from the date of the expiry of the notice.