1. Definitions

• Client – the entity engaging Mars Payroll for Payroll Services.
• Services – Payroll, CIS, PAYE, Hybrid, Pension, or related administrative services provided.
• Agreement – these Terms and Conditions, any Order Form, Proposal or Statement of Work.
• Fees – charges payable as outlined in your proposal, fee schedule, or invoice.

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2. Agreement and Scope

2.1 This Agreement is effective when Mars Payroll begins provision of Services to the Client and remains in force until terminated by either party in accordance with these Terms.
2.2 Services provided will be defined in an Order Form, Client Agreement or Proposal. In the absence of written documentation, the invoice details will prevail.

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3. Obligations and Client Responsibilities

3.1 The Client agrees to:

• Provide timely, accurate payroll data, including employee information, bank and tax data, timesheets.
• Authorize Mars Payroll to act as agent for HMRC reporting, pension submissions, and payroll filings.
• Verify and approve all data before each pay run.
• Ensure legal right-to-work documentation and correct pay rates.
• Pay all Fees due on time.

3.2 Mars Payroll is not liable for inaccurate or incomplete information provided by the Client.

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4. Fees, Payment Terms and Renewal

4.1 Fees are invoiced monthly or as agreed and exclude applicable VAT.
4.2 Payments are due within 15 calendar days of invoice.
4.3 Failure to pay may lead to suspension or termination of Services.
4.4 Annual fee revisions will be notified at least 30 days in advance. Unless objection is raised, revised fees apply automatically.

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5. Termination

5.1 Either party may terminate this Agreement with 30 days’ written notice.
5.2 Any outstanding Fees remain due. No refunds are provided for partial months or unused services.
5.3 Upon termination, Mars Payroll will notify HMRC and pension providers to terminate Services and will return payroll records upon request.

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6. Limitation of Liability

6.1 Mars Payroll’s liability, whether in contract, tort or negligence, is limited to the total Fees paid in the preceding 12 months.
6.2 Mars Payroll’s is not liable for indirect or consequential losses, including lost profits or data.
6.3 Nothing limits liability for personal injury or fraud.

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7. Confidentiality and Intellectual Property

7.1 Both parties must keep confidential all business-sensitive information.
7.2 Mars Payroll retains ownership of any intellectual property, software or templates used in service delivery.
7.3 The Client is granted a licence to use completed deliverables for internal payroll purposes only.

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8. Compliance with Laws and Data Protection

8.1 Mars Payroll processes data in line with the UK GDPR and the Data Protection Act 2018.
8.2 The Client shall supply accurate data in compliance with payroll, CIS, IR35, IR regulations, and provide authorization for HMRC submissions.
8.3 The Client remains responsible for tax and NIC payments to HMRC and pension contributions—even if managed via Mars Payroll.

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9. Use of Service Infrastructure

The Client must ensure proper and lawful use of any portal or software environment. Misuse, including attempts to hack or distribute prohibited content, may lead to suspension of access.

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10. Variation and Updates

These Terms may be updated by Mars Payroll from time to time to reflect regulatory or service changes. Clients will be notified of significant updates. Continued use indicates acceptance of revised terms.

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11. Governing Law and Dispute Resolution

This Agreement is governed by English law, and any disputes shall be resolved by courts of England and Wales.

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12. Contact Details

If you have questions regarding these Terms, please contact:

Mars Payroll
Address: 7 Bell Yard, London, WC2A 2JR, UK
Registered Company Name: Mars Capital Group LTD
Email: info@mars-cp.ltd