Service Terms
1. About These Terms
These Service Terms set out the basis on which E Street Management Limited (“E Street Management”, “we”, “us” and “our”) provides services to its clients (“Client”, “you” and “your”).
These Service Terms apply to all services provided by E Street Management unless separate written terms, a service agreement, engagement letter, schedule, statement of work, or other signed agreement expressly states otherwise.
By instructing E Street Management, requesting services, continuing to use services, or signing any proposal, estimate, schedule, or statement of work, you agree to be bound by these Service Terms.
2. Our Services
E Street Management provides management, consultancy, administrative, communication, coordination, compliance-support, onboarding-support, operational-support, client-management, and related business support services around payroll and workforce-related arrangements.
Our services may include, where agreed:
client management;
client onboarding support;
communications handling;
account support;
compliance-related administration;
document coordination;
consultancy and process improvement support;
operational support;
payment coordination support;
payment scheduling support;
payment-related administrative workflow support;
reporting and service updates; and
client introduction or business development support.isonharrison+1
The exact scope of services will depend on the package, proposal, statement of work, engagement letter, or other service description agreed with the Client.
Unless expressly agreed in writing, E Street Management is not obliged to provide any service outside the agreed scope.
3. Important Service Boundaries
E Street Management does not directly provide payroll processing services unless expressly stated in a separate written agreement.
Unless expressly agreed otherwise in writing, E Street Management:
does not calculate wages, tax, National Insurance, pensions, or statutory deductions;
does not issue payslips in its own capacity as the payroll provider;
does not submit payroll filings or statutory returns in its own capacity as the payroll provider;
does not act as employer of record;
does not provide legal advice;
does not provide tax advice;
does not provide accounting advice except where clearly stated as part of a separate agreed service;
does not provide FCA-regulated payment services;
does not itself execute payments unless expressly authorised and lawfully structured to do so; and
does not accept responsibility for regulated or statutory functions that remain with the payroll provider, employer, client, bank, payment institution, regulated adviser, or other responsible third party.
Where E Street Management supports payment coordination, this means administrative, communication, workflow, scheduling, approval, and related support around payments. It does not mean that E Street Management is itself the payment service provider, bank, or regulated execution party unless expressly stated in writing.
Where legal, tax, accounting, regulated compliance, or regulated payment advice or execution is required, the Client remains responsible for obtaining this from a suitably qualified or authorised provider.
4. Client Responsibilities
The Client is responsible for:
providing complete, accurate, and up-to-date information;
ensuring that instructions given to E Street Management are accurate, lawful, and properly authorised;
reviewing outputs, schedules, communications, summaries, and service deliverables promptly;
maintaining its own legal, tax, payroll, employment, and regulatory compliance unless expressly delegated under a lawful written arrangement;
ensuring that any payroll provider, employer, finance team, authorised payment partner, or other third party has the correct information required to fulfil its responsibilities;
making decisions and approvals in a timely manner;
ensuring that information submitted to any regulator, authority, payroll system, provider, pension scheme, bank, or payment platform is complete and correct; and
notifying E Street Management promptly of any errors, changes, disputes, or concerns.
The Client acknowledges that the quality and timeliness of the services may depend on the accuracy, completeness, and prompt supply of information by the Client and by relevant third parties.
E Street Management is entitled to rely on information and instructions provided by the Client or by persons reasonably believed to be authorised to act on the Client’s behalf unless there is clear reason to believe otherwise.
5. Third-Party Providers and Outsourced Arrangements
E Street Management may work alongside or interface with third parties, including payroll providers, banks, payment platforms, document systems, onboarding systems, communication providers, introducers, advisers, identity-check services, and compliance tools.
Unless expressly agreed otherwise in writing:
E Street Management is not responsible for the acts, omissions, delays, availability, service quality, security, or compliance of third-party providers;
the Client remains responsible for entering into and complying with the terms of relevant third-party providers;
E Street Management does not guarantee the availability or continued operation of third-party systems or providers; and
E Street Management is not liable for losses caused by the failure, delay, or inaccuracy of third-party systems or third-party instructions.
Where E Street Management introduces the Client to a third party, this does not constitute a guarantee, warranty, regulated recommendation, or acceptance of responsibility for that third party’s services unless expressly stated in writing.
6. Client Introductions and Referrals
Where E Street Management introduces a client, provider, or business opportunity to another party, the terms of any referral fee, introduction fee, commission, or related commercial arrangement must be separately agreed in writing.
Unless expressly agreed otherwise:
introductions are provided on a business-to-business basis only;
no guarantee is given that an introduction will result in a contract, revenue, or ongoing engagement;
E Street Management does not guarantee the commercial suitability, solvency, or future conduct of any introduced party; and
each party remains responsible for its own due diligence, legal review, and commercial decision-making.
7. Consultancy and Recommendations
Any recommendations, process suggestions, workflow guidance, or consultancy support provided by E Street Management are based on the information available at the time and on the agreed service scope.
Unless expressly stated otherwise in writing:
consultancy support is operational and commercial in nature;
recommendations are not legal, tax, regulatory, accounting, investment, banking, or employment law advice;
the Client remains responsible for deciding whether to act on any recommendation; and
the Client should obtain specialist professional advice where required.
8. Payment Coordination Services
Where E Street Management provides payment coordination support, this is limited to administrative and operational assistance around payment-related workflows, such as:
scheduling support;
communication support;
instruction collation;
approval handling;
batch administration support;
reconciliation support where agreed;
record keeping; and
workflow and status coordination.
Unless expressly agreed in writing and lawfully structured:
E Street Management does not hold client money;
E Street Management does not execute payments in its own name;
E Street Management does not provide banking services;
E Street Management does not provide regulated payment services; and
E Street Management does not accept responsibility for the ultimate success, speed, rejection, settlement, or receipt of any payment processed by a bank, payroll provider, payment institution, or authorised payment partner.
The Client remains responsible for ensuring that payment information, approvals, account details, authorities, mandates, and supporting records are correct and properly authorised before any payment is made by the relevant third party.
9. Fees and Payment
Fees for services will be set out in a proposal, quotation, rate card, engagement letter, statement of work, invoice, or other agreed pricing document.
Unless otherwise agreed in writing:
fees are exclusive of VAT and any other applicable taxes;
invoices are payable within the period stated on the invoice;
E Street Management may charge additional fees for work falling outside the original scope;
E Street Management may charge for urgent work, rework, repeated amendments, additional meetings, additional documentation, project overruns caused by changed instructions, or extra support requested after the original scope has been agreed; and
the Client is responsible for any bank charges, transfer fees, or third-party platform charges relating to payments made to E Street Management unless otherwise agreed.
If the Client disputes an invoice, the undisputed portion must still be paid on time.
E Street Management reserves the right to suspend services where invoices remain unpaid beyond the due date, subject to any legal restrictions and any written agreement to the contrary.
Interest and recovery costs may be charged on overdue sums where permitted by law and where this has been notified to the Client.
10. Changes to Scope
Either party may request changes to the scope of services.
Any material change to scope, timing, deliverables, responsibilities, dependencies, or fees should be agreed in writing before the change takes effect.
E Street Management is not obliged to start additional or changed work until the revised scope, timing, and any additional fees have been agreed.
11. Timing and Service Delivery
Any timelines, target dates, milestones, turnaround estimates, launch dates, onboarding targets, or delivery windows provided by E Street Management are estimates unless expressly stated otherwise in writing.
E Street Management will use reasonable care and skill in delivering services, but is not liable for delay caused by:
late or incomplete information from the Client;
changes in instructions;
lack of approvals;
third-party delay or system issues;
events outside our reasonable control; or
dependency on external providers, authorities, or platforms.
12. Confidentiality
Each party shall keep confidential all confidential information received from the other party and shall not disclose it to any third party except:
where disclosure is necessary for the performance of the services;
where disclosure is required by law, court order, or regulatory obligation;
where the information is already lawfully in the public domain; or
where the disclosing party has given prior written consent.
Confidential information includes business information, technical information, commercial arrangements, payroll-related information, worker records, pricing, process documents, strategy materials, security information, and any other information that is obviously confidential or identified as such.
Each party shall ensure that persons receiving confidential information are subject to appropriate confidentiality obligations.
13. Data Protection
Each party shall comply with applicable data protection law in relation to personal data processed in connection with the services.
Depending on the circumstances, E Street Management may act as a controller or as a processor.
Where E Street Management acts as a processor:
it will process personal data only on documented instructions from the relevant controller, except where otherwise required by law;
it will take appropriate security measures;
it will ensure that persons authorised to process personal data are subject to confidentiality obligations; and
it may use appropriate sub-processors where necessary to deliver the services, subject to lawful safeguards.
The Client warrants that it has a lawful basis for sharing any personal data with E Street Management and, where required, has provided appropriate privacy information to the relevant individuals.
The Client shall not instruct E Street Management to process personal data in a way that would breach applicable law.
14. Intellectual Property
Unless otherwise agreed in writing, all pre-existing intellectual property rights of each party remain vested in that party.
Subject to payment of all fees due, E Street Management grants the Client a non-exclusive, non-transferable right to use any agreed deliverables created specifically for the Client for its internal business purposes only, unless otherwise agreed in writing.
The Client shall not copy, resell, relicense, distribute, publish, or exploit E Street Management materials, templates, methods, proposals, frameworks, or documents except as permitted by law or expressly agreed in writing.
15. Reliance and Use by Third Parties
Services are provided solely for the Client’s benefit unless expressly agreed otherwise in writing.
No third party may rely on any advice, communication, document, recommendation, workflow, deliverable, report, or support provided by E Street Management without prior written consent.
E Street Management accepts no duty of care or liability to any third party unless expressly agreed in writing.
16. Warranties and Disclaimers
E Street Management will provide services with reasonable care and skill consistent with the nature of the engagement.
Except as expressly stated in these Service Terms or required by law:
all warranties, conditions, and other terms implied by statute or common law are excluded to the fullest extent permitted;
services are provided on an “as is” and “as available” basis to the extent relevant to the nature of the services;
E Street Management does not guarantee uninterrupted service, error-free outputs, regulatory outcomes, commercial outcomes, or compatibility with every third-party system; and
E Street Management does not guarantee that any recommendation, introduction, process change, or service arrangement will achieve a specific business result.
17. Limitation of Liability
Nothing in these Service Terms limits or excludes liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any other liability that cannot lawfully be limited or excluded.
Subject to the above, and to the fullest extent permitted by law:
E Street Management shall not be liable for any indirect, consequential, incidental, special, or punitive loss;
E Street Management shall not be liable for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of opportunity, loss of business, loss of contracts, or loss of data, whether direct or indirect;
E Street Management shall not be liable for losses arising from inaccurate or incomplete information supplied by the Client or third parties;
E Street Management shall not be liable for losses arising from Client delay, failure to approve, or failure to act on advice to seek specialist input; and
E Street Management shall not be liable for losses caused by third-party providers, payment institutions, payroll providers, authorities, regulators, software systems, banks, or communication platforms.
Subject to the above, E Street Management’s total aggregate liability arising out of or in connection with the services shall not exceed:
the total fees paid by the Client to E Street Management for the specific services giving rise to the claim in the 12 months preceding the event giving rise to liability; or
if no such fees have yet been paid, the total fees payable for those services,
unless a different liability cap is expressly agreed in writing.
18. Indemnity
The Client shall indemnify and keep indemnified E Street Management against losses, claims, liabilities, damages, costs, and expenses arising out of:
inaccurate, misleading, incomplete, or unlawful information or instructions supplied by the Client;
the Client’s breach of these Service Terms;
the Client’s failure to obtain necessary consents, permissions, approvals, or lawful bases;
any claim arising from the Client’s use of third-party providers or introduced parties; or
any regulatory, tax, employment, payment, or legal issue that remains the Client’s responsibility under these Service Terms.
19. Suspension and Termination
Either party may terminate the services by giving the notice set out in the relevant proposal, statement of work, engagement letter, or other written agreement.
If no notice period is stated, either party may terminate on 30 days’ written notice, unless the services are for a fixed term or project that naturally ends earlier.
E Street Management may suspend or terminate services immediately by written notice if:
the Client commits a material breach of these Service Terms and, where capable of remedy, fails to remedy that breach within a reasonable time after notice;
fees remain unpaid;
the Client becomes insolvent or unable to pay its debts;
continuing the services would, in E Street Management’s reasonable opinion, expose E Street Management to legal, regulatory, reputational, compliance, security, or financial risk; or
E Street Management reasonably believes that instructions are unlawful, unauthorised, misleading, or outside the agreed scope.
Termination does not affect accrued rights, unpaid fees, confidentiality obligations, data protection obligations, or clauses intended to survive termination.
20. Force Majeure
E Street Management shall not be liable for failure or delay in performing its obligations where this results from events outside its reasonable control, including failure of utilities, internet outage, cyber incident, industrial dispute, acts of government, epidemic, pandemic, natural disaster, supplier failure, banking system failure, or similar events.
21. Notices
Any notice under these Service Terms must be given in writing and sent by email or to the registered or principal business address last notified by the receiving party.
A notice will be treated as received:
if sent by email, at the time of transmission unless a delivery failure message is received; or
if sent by post, in the ordinary course of post, subject to proof of posting.
22. General
If any provision of these Service Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
A delay or failure by either party to exercise a right does not amount to a waiver of that right.
These Service Terms do not create a partnership, joint venture, employment relationship, agency, or fiduciary relationship between the parties unless expressly stated otherwise in writing.
The Client may not assign, transfer, subcontract, or otherwise deal with its rights or obligations under these Service Terms without prior written consent from E Street Management. the services where appropriate, but remains responsible for the performance of those subcontracted elements subject to these Service Terms.
These Service Terms constitute the entire agreement between the parties in relation to their subject matter, together with any proposal, statement of work, engagement letter, schedule, or other written document expressly incorporated into them.
23. Governing Law and Jurisdiction
These Service Terms and any dispute or claim arising out of or in connection with them shall be governed by the law of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction unless otherwise required by law or expressly agreed in writing.
Effective date: 10 September 2024
Last reviewed: 10 September 2024