Terms & Conditions

1. Introduction

These Terms and Conditions ("Terms") constitute a legally binding agreement between Elm Requirements Ltd T/A Elm Processing Ltd ("Elm Processing", "we", "us", or "our") and you ("you", "your", or the "Client") governing your access to and use of our website at [www.elmprocessing.co.uk] (the "Website") and the services we provide.

By accessing our Website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, please do not use our Website or engage our services.

These Terms should be read alongside our Privacy Policy, Cookie Policy, and, where applicable, our Data Processing Addendum and any specific Service Agreement entered into between us.

We reserve the right to amend these Terms at any time. Changes will be posted on this page with an updated effective date. Your continued use of the Website or our services after changes are posted constitutes your acceptance of the revised Terms.

2. Definitions

In these Terms, the following definitions apply unless the context requires otherwise:

• "Services" means the payroll processing, HMRC compliance, Employer of Record (EOR), pension administration, HR management, business consultancy, and any other services provided by Elm Processing as described on our Website or in a Service Agreement
• "Service Agreement" means any written agreement, proposal, statement of work, or engagement letter entered into between Elm Processing and a Client for the provision of Services
• "Confidential Information" means all non-public information disclosed by either party relating to business operations, financial data, employee data, client lists, systems, processes, and intellectual property
• "Personal Data" has the meaning given in the UK GDPR
• "Working Day" means any day other than a Saturday, Sunday, or public holiday in England
• "Content" means all text, graphics, images, logos, software, data, and other materials published on or through the Website

3. Use of Our Website

3.1 Access and Availability

We endeavour to keep the Website available at all times but do not guarantee uninterrupted access. We may suspend, withdraw, discontinue, or change any part of the Website without notice. We will not be liable if the Website is unavailable for any reason.

3.2 Permitted Use

You may use the Website for lawful purposes only. You must not:

• Use the Website in any way that breaches any applicable local, national, or international law or regulation
• Use the Website in any way that is unlawful, fraudulent, or harmful, or in connection with any unlawful, fraudulent, or harmful purpose or activity
• Attempt to gain unauthorised access to, interfere with, damage, or disrupt any part of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website
• Transmit any viruses, trojans, worms, logic bombs, keystroke loggers, spyware, adware, or other harmful code or material
• Reproduce, duplicate, copy, redistribute, or otherwise exploit any Content on the Website for commercial purposes without our prior written consent
• Use any automated system, including robots, spiders, scrapers, or data mining tools, to access the Website for any purpose
• Use the Website to collect or harvest any personal data of other users

3.3 Account Security

If you are provided with login credentials for any client portal or system operated by Elm Processing, you are responsible for maintaining the confidentiality of your credentials. You must notify us immediately of any unauthorised access to or use of your account. We reserve the right to disable any account at any time if, in our reasonable opinion, you have failed to comply with these Terms.

3.4 Accuracy of Information

While we use reasonable efforts to ensure the Content on our Website is accurate and up to date, we do not warrant or represent that the Content is complete, accurate, or current. Content is provided for general information purposes only and does not constitute professional advice.

4. Our Services

4.1 Scope

The specific scope, terms, and fees for our Services will be set out in a Service Agreement between us. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement will prevail to the extent of the inconsistency.

4.2 Service Standards

We will provide our Services with reasonable skill, care, and diligence, in accordance with generally accepted industry standards for payroll and business processing services in the United Kingdom. We will use reasonable endeavours to meet agreed timelines and deadlines.

4.3 HMRC Compliance

Where we provide payroll processing or EOR services, we will make all necessary submissions to HMRC, including Real-Time Information (RTI) submissions, on your behalf and within the timescales required by law, provided that you have supplied all necessary information to us in a timely manner and in the format required.

4.4 Reliance on Client Information

The accuracy of our Services depends on the completeness and accuracy of the information you provide to us. We are not responsible for errors, penalties, or losses arising from inaccurate, incomplete, or late information supplied by you. You are responsible for reviewing payroll outputs and reports we provide and notifying us promptly of any errors.

4.5 Regulatory Changes

We will use reasonable endeavours to stay informed of relevant legislative and regulatory changes affecting our Services (including changes to PAYE, NIC, pension, and employment legislation) and to implement necessary updates in a timely manner. However, we do not provide legal or tax advice, and you should seek independent professional advice where appropriate.

5. Client Obligations

As a Client using our Services, you agree to:

• Provide all information, data, and documentation required for us to perform the Services accurately and on time, in the format and by the deadlines we specify
• Ensure that all data you provide to us is accurate, complete, and up to date, and that you have all necessary consents and authorisations to share such data with us (including employee personal data)
• Promptly review all payroll outputs, reports, and documents we provide and notify us of any errors or discrepancies within 3 Working Days of receipt (or such other period specified in your Service Agreement)
• Ensure sufficient funds are available in your designated bank account to cover all payroll payments, HMRC liabilities, and pension contributions by the date(s) specified
• Comply with all applicable laws and regulations, including employment law, data protection law, and HMRC requirements
• Notify us promptly of any changes to your business, employees, or circumstances that may affect the Services (including new starters, leavers, pay changes, and statutory leave)
• Maintain appropriate insurance cover for your business activities
• Not use our Services for any unlawful purpose or in a manner that could bring Elm Processing into disrepute

6. Employer of Record (EOR) Services

Where Elm Processing provides EOR Services, the following additional terms apply:

6.1 Legal Employer Relationship

Under the EOR arrangement, Elm Processing becomes the legal employer of the workers for HMRC purposes. We take legal responsibility for PAYE, NIC, RTI submissions, pension auto-enrolment, and statutory payments for those workers.

6.2 Client Control

You retain full control of the day-to-day management of the workers, including their duties, schedules, performance management, conduct, internal policies, holiday approvals, and all HR and people management functions. You are responsible for maintaining all employment contracts, handbooks, and internal policies.

6.3 Employment Contracts

You are responsible for ensuring that all employment contracts and arrangements comply with applicable employment law. Elm Processing does not provide legal advice on employment contracts and recommends you obtain independent legal advice.

6.4 Liability

Elm Processing's liability under EOR Services is limited to the proper administration of payroll, tax, pension, and statutory payment obligations. We are not liable for employment tribunal claims, unfair dismissal claims, discrimination claims, health and safety matters, or any other employment-related liabilities arising from the employment relationship, which remain the Client's responsibility.

6.5 Worker Payments

We will process payments to workers in accordance with the payroll information provided by you. You must ensure that all payment information is provided by the agreed deadline and that sufficient funds are available. Late provision of information or funds may result in delayed worker payments for which we will not be held responsible.

7. Fees & Payment

7.1 Fees

Our fees for Services will be set out in the Service Agreement or proposal provided to you. All fees are quoted exclusive of VAT unless otherwise stated. VAT will be charged at the prevailing rate where applicable.

7.2 Payment Terms

Invoices are issued monthly (or as otherwise agreed in the Service Agreement). Payment is due within 14 days of the invoice date unless alternative payment terms are specified in the Service Agreement. Payment must be made by bank transfer (BACS/Faster Payments) to the account details specified on our invoice.

7.3 Late Payment

If payment is not received by the due date, we reserve the right to:

• Charge interest on overdue amounts at the rate of 8% above the Bank of England base rate per annum (or such other rate as may be applicable under the Late Payment of Commercial Debts (Interest) Act 1998), calculated daily from the due date until payment is received
• Charge a fixed sum for debt recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
• Suspend the provision of Services until all outstanding amounts are paid in full
• Recover all reasonable costs incurred in collecting overdue amounts, including legal and collection agency fees

7.4 Fee Changes

We may increase our fees by giving you at least 30 days' written notice. Fee increases may reflect changes in the scope of services, regulatory requirements, or general cost increases. If you do not agree to a fee increase, you may terminate the Service Agreement in accordance with section 13.

8. Intellectual Property

8.1 Our Intellectual Property

All intellectual property rights in the Website and its Content (including text, graphics, logos, software, designs, and the Elm Processing brand) are owned by or licensed to Elm Requirements Ltd T/A Elm Processing Ltd. Nothing in these Terms grants you any right, title, or interest in our intellectual property.

8.2 Limited Licence

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website for its intended purpose. This licence does not include the right to reproduce, modify, distribute, create derivative works from, publicly display, or commercially exploit any Content without our prior written consent.

8.3 Trademarks

The Elm Processing name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Elm Requirements Ltd T/A Elm Processing Ltd. You must not use such marks without our prior written consent. All other trademarks referenced on the Website are the property of their respective owners.

8.4 Your Data

You retain all rights in the data you provide to us for the purposes of our Services. We will not use your data for any purpose other than the performance of the Services, as described in our Privacy Policy and Data Processing Addendum.

9. Confidentiality

Each party agrees to keep confidential all Confidential Information received from the other party and to use such information only for the purpose of performing its obligations under these Terms or the Service Agreement.

The obligations of confidentiality do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already in the receiving party's possession before disclosure
• Is independently developed by the receiving party without reference to the disclosing party's information
• Is received from a third party without restriction and without breach of any obligation of confidentiality
• Is required to be disclosed by law, regulation, court order, or governmental authority (in which case the receiving party will give reasonable notice to the disclosing party where permitted)

These confidentiality obligations survive the termination of these Terms and any Service Agreement for a period of 5 years.

10. Data Protection

Both parties will comply with all applicable data protection legislation, including the UK GDPR and the DPA 2018.

Where Elm Processing processes Personal Data on behalf of the Client (as data processor), such processing will be governed by our Data Processing Addendum, which forms part of these Terms.

The Client warrants that it has obtained all necessary consents, given all necessary notices, and has a valid legal basis for transferring Personal Data to Elm Processing for the purposes of the Services.

Our full data protection practices are set out in our Privacy Policy.

11. Limitation of Liability

11.1 Exclusions

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited by applicable law

11.2 Service Liability Cap

Subject to section 11.1, our total aggregate liability arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of:

• The total fees paid by you to us in the 12-month period immediately preceding the event giving rise to the claim; or
• £50,000 (fifty thousand pounds sterling)

11.3 Indirect Losses

Subject to section 11.1, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of data, or business interruption, howsoever arising.

11.4 HMRC Penalties

We shall not be liable for any HMRC penalties, interest, or surcharges that arise as a result of:

• Inaccurate, incomplete, or late information provided by the Client
• Insufficient funds in the Client's designated bank account
• The Client's failure to comply with its obligations under these Terms or the Service Agreement
• Matters outside our reasonable control

11.5 Mitigation

Each party has a duty to mitigate any loss or damage suffered as a result of the other party's breach of these Terms.

11.6 Time Limit for Claims

No claim may be brought against us more than 12 months after the date on which the event giving rise to the claim first became known, or ought reasonably to have become known, to the Client.

12. Indemnification

You agree to indemnify, defend, and hold harmless Elm Processing, its directors, officers, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of these Terms or any Service Agreement
• The inaccuracy, incompleteness, or lateness of information you provide to us
• Your failure to comply with applicable laws or regulations
• Any employment-related claims from your employees or workers (except to the extent directly caused by our negligence or breach)
• Any infringement or alleged infringement of third-party rights arising from your use of the Services

13. Termination

13.1 Notice Period

Either party may terminate a Service Agreement by giving not less than 3 months' written notice (or such other notice period as specified in the Service Agreement) to the other party, such notice to expire at the end of a calendar month.

13.2 Termination for Cause

Either party may terminate these Terms or a Service Agreement immediately by written notice if the other party:

• Commits a material breach that, if capable of remedy, is not remedied within 30 days of receiving written notice of the breach
• Becomes insolvent, enters into administration, liquidation, receivership, or any equivalent process
• Ceases or threatens to cease to carry on business

13.3 Consequences of Termination

Upon termination:

• You must pay all outstanding fees and charges due to us up to the date of termination
• We will complete any payroll runs in progress and make all required statutory submissions for the period up to and including the termination date
• We will transfer or deliver all data, records, and documentation belonging to you within 30 days of the termination date, in a format reasonably requested
• We will securely delete or return all Personal Data processed on your behalf, except where we are required by law to retain it (in which case we will isolate and protect such data)
• All provisions of these Terms that by their nature should survive termination (including confidentiality, limitation of liability, and indemnification) will continue in effect

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, fire, flood, epidemics, pandemics, war, terrorism, civil unrest, government actions, power failures, internet or telecommunications failures, cyberattacks, or industrial disputes not involving the affected party's employees.

The affected party must notify the other party promptly, use reasonable endeavours to mitigate the effects, and resume performance as soon as reasonably practicable. If the force majeure event continues for more than 60 days, either party may terminate the affected Service Agreement by written notice.

15. Complaints

We are committed to providing high-quality services. If you are dissatisfied with any aspect of our Services, please contact us in writing at complaints@elmprocessing.co.uk or by post to our registered address.

We will acknowledge your complaint within 2 Working Days and aim to provide a full response within 10 Working Days. If additional time is needed, we will keep you informed of progress.

If you remain dissatisfied after our internal complaints process, you may seek to resolve the matter through alternative dispute resolution or the courts.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any Service Agreement, the Privacy Policy, Cookie Policy, and Data Processing Addendum, constitute the entire agreement between you and Elm Processing in relation to the subject matter hereof and supersede all prior agreements, representations, and understandings.

16.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by any court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, the provision shall be severed. The remaining provisions shall continue in full force and effect.

16.3 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A single or partial exercise of any right or remedy shall not prevent further exercise of that or any other right or remedy.

16.4 Assignment

You may not assign, transfer, or sub-contract any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any successor in interest to all or substantially all of our business, provided that the assignee is capable of performing our obligations.

16.5 Third-Party Rights

These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

16.6 Notices

Any notice required or permitted under these Terms must be in writing and sent by email (with confirmed receipt) or by pre-paid first-class post to the address of the relevant party specified in the Service Agreement or these Terms.

17. Governing Law & Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

18. Contact Us

If you have any questions about these Terms and Conditions, please contact us: