Terms of Business

1. Our services

We will provide the services described in the Engagement Letter with reasonable skill and care, in accordance with applicable law and professional standards.

We may update or change the scope of services by agreement in writing. We will tell you promptly if anything prevents us from providing a service as agreed.

2. Your responsibilities

You must provide us with accurate, complete and timely information and instructions. We rely on the information you give us and are not responsible for errors arising from information that is inaccurate or provided late.

You are responsible for reviewing all outputs we produce, including payroll calculations, statutory submissions and documents, and for telling us promptly if anything is incorrect.

You must comply with all applicable laws in connection with your use of our services, including employment law, tax law and data protection law.

3. Fees and payment

Our fees are set out in the Engagement Letter. We will invoice you monthly in arrears unless otherwise agreed. Invoices are due for payment within 14 days of the invoice date.

We reserve the right to charge interest on overdue amounts at 8% per annum above the Bank of England base rate, calculated daily, under the Late Payment of Commercial Debts (Interest) Act 1998.

We may review our fees annually and will give you at least 30 days' written notice of any increase. If you do not accept the increase you may terminate the affected services on notice under clause 8.

All fees are exclusive of VAT. Where VAT applies we will add it to our invoices at the rate in force at the time. Our VAT registration number is GB510491523.

4. Confidentiality

Each party will keep the other's confidential information strictly confidential and will not disclose it to any third party without prior written consent, except as required by law, regulation or a court order, or to professional advisers bound by equivalent duties.

This obligation survives termination of the engagement for a period of five years.

5. Intellectual property

All intellectual property rights in materials, methodologies, tools and processes we use or develop in providing the services remain vested in Hawthorn. We grant you a non-exclusive licence to use deliverables produced for you for your own internal business purposes.

You retain ownership of all data and materials you provide to us.

6. Data protection

Where we process personal data on your behalf in providing the services, we do so as your data processor. The terms on which we process that data are set out in our Data Processing Addendum, which forms part of this agreement.

Each party will comply with its obligations under the UK GDPR, the Data Protection Act 2018 and PECR, as amended from time to time including by the Data (Use and Access) Act 2025.

7. Liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited by law.

Subject to the above, our total aggregate liability to you in any 12-month period, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by you to us in that period.

We are not liable for any indirect, consequential, special or punitive loss, loss of profit, loss of revenue, loss of data or loss of goodwill, even if we have been advised of the possibility of such loss.

We are not liable for any failure or delay caused by circumstances outside our reasonable control, including failures of third-party systems, HMRC outages, or force majeure events.

8. Term and termination

The engagement begins on the date in the Engagement Letter and continues until terminated by either party giving not less than 30 days' written notice, unless a different notice period is specified in the Engagement Letter.

Either party may terminate immediately by written notice if the other commits a material breach that is incapable of remedy, or that is capable of remedy but is not remedied within 20 working days of written notice requiring it to do so.

Either party may terminate immediately if the other becomes insolvent, enters administration, receivership or liquidation, or makes any arrangement with its creditors.

On termination, all outstanding fees become immediately due. We will return or delete your data in accordance with the Data Processing Addendum.

9. Complaints

If you are unhappy with our services, please contact us using the details in our Complaints Procedure, which is available on our website. We will acknowledge and investigate your complaint in accordance with that procedure.

10. General

These Terms, together with the Engagement Letter and the Data Processing Addendum, constitute the entire agreement between the parties and supersede all prior representations, agreements and understandings.

No variation to these Terms is effective unless made in writing and signed by both parties.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force.

A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with them.