Terms & Conditions

1. Parties & Definitions

“Provider”, “we”, “us”: Hsgs Limited trading as 5 Star Desi Payroll. “Client”, “you”: the business purchasing
services. “Agreement”: these Terms plus any Proposal/Order. “Services”: payroll processing; CIS filing; VAT
support; banking & payment facilitation; Gross Status Checker; bookkeeping; and ancillary services.

2. Scope of Services

We will perform Services with reasonable skill and care. Specific deliverables (e.g., pay cycles, reports,
submissions) will be set out in the Proposal or onboarding form. We are not providing legal, tax, or investment
advice; clients should obtain independent advice as needed.

3. Client Responsibilities

You must: (a) provide complete and accurate information on time; (b) approve payroll runs before payment; (c)
inform us promptly of changes (starters, leavers, rates, tax codes); (d) maintain lawful instructions and
authority for any payments initiated; (e) keep your portal login secure; (f) ensure bank details supplied are
correct.

4. Gross Status Checker & CIS

We will assist with CIS verification and gross/Net status checks using HMRC processes. Outcomes are
determined by HMRC, not us. You are responsible for accuracy of subcontractor details and for withholding
deductions where required.

5. Banking & Payment Facilitation

Where we provide payment initiation or batching via third■party banking partners, you authorise us to prepare
payment files for your review/approval. We do not hold client funds. Execution times, cut■offs, and fees are
subject to partner terms. You remain responsible for sufficient funds and correct beneficiary details.

6. Fees & Payment

Fees are set out in the Proposal. Unless otherwise agreed, invoices are due within 7 days. We may suspend
Services for unpaid invoices after notice. Prices exclude VAT unless stated. Additional work (re■runs,
off■cycle payments, corrections caused by client errors) may be charged at our standard hourly rates.
7. Changes & Cancellations
Either party may request reasonable changes; fees/timelines may be adjusted. Either party may terminate on
30 days’ notice unless a longer minimum term is specified. On termination, we will provide reasonable
handover of data subject to settlement of all fees.

8. Data Protection

Each party will comply with UK GDPR. We are a Controller for our business records and may act as Processor
for client payroll data in some contexts. Data processing details are set out in our Privacy Policy and any Data
Processing Addendum, if applicable.

9. Confidentiality

Both parties shall keep confidential all non-public information received in connection with the Services, using
it only for the purposes of this Agreement, subject to lawful disclosures (e.g., to HMRC).

10. Compliance & AML

We operate a risk, based AML framework. We may request KYC/KYB documents and decline or suspend
Services where we cannot complete due diligence or where there is suspected fraud or illegality.

11. Liability

We are not liable for indirect or consequential losses, loss of profit, or loss of data. Our total liability for any
claim arising out of the Services is limited to the fees paid in the 12 months preceding the claim. Nothing limits
liability for fraud, death/personal injury caused by negligence, or any liability that cannot be limited by law.

12. Warranties & Disclaimers

Except as expressly stated, Services are provided “as is” without warranties of fitness for a particular purpose.
Time is not of the essence unless expressly agreed in writing.

13. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (including outages,
strikes, regulatory actions).
14. Notices
Formal notices must be sent to the addresses/emails specified in the Proposal or on our website. Notices by
email are deemed received when sent unless the sender is notified of delivery failure.

15. Governing Law & Jurisdiction

This Agreement is governed by the laws of England & Wales. The courts of England & Wales have exclusive
jurisdiction.

16. Entire Agreement

These Terms together with any Proposal/Order constitute the entire agreement and supersede prior
discussions. Any changes must be in writing and agreed by both parties.