# OUTSOURCING AGREEMENT
Date: 15 July 2031
Parties: Harbourlight Foods Limited and Paywise Services Limited
## 1. Purpose and parties
Harbourlight Foods Limited appoints Paywise Services Limited to process monthly payroll for approximately 420 UK employees from 1 September 2031. The schedule covers payroll runs, RTI submissions, payslips, year-end documents and auto-enrolment administration; pensions advice and employment-law advice remain out of scope.
## 2. Facts, scope and terms
Paywise must achieve 99.9% payroll accuracy, complete each run by the agreed cut-off and respond to critical incidents within four hours. A monthly service report, service credits capped at 15% of that month's fee and termination for persistent critical failure are agreed remedies, not a substitute for direct loss caused by breach.
## 3. Process and responsibilities
Harbourlight remains controller and Paywise processor under UK GDPR, with a data-processing schedule, UK/EEA hosting, access logging, annual testing, sub-processor notice and breach notification within 24 hours. Staff data is returned or securely deleted at exit unless law requires retention.
## 4. Evidence, records and safeguards
Paywise will maintain a tested business-continuity plan and cyber recovery copies. Harbourlight may audit proportionately, require remediation and step in after insolvency, three consecutive critical SLA failures or a force-majeure outage lasting six weeks, with costs allocated according to the trigger.
## 5. Review, escalation and outcome
The parties will assess whether the proposed transfer is a service provision change under TUPE 2006 rather than assuming that TUPE applies. They will share employee-liability information and consult affected employees or representatives where required; allocation of employment liabilities cannot remove statutory duties.
## 6. Reservations and practical protections
A six-month transition-out requires usable payroll data, process documentation and reasonable cooperation with a replacement provider. Confidentiality, security, records, audit, liability and assistance clauses survive termination; changes to scope require signed change control.
## 7. England and Wales law and completion
England and Wales law governs. The agreement is signed on 15 July 2031 and notices may be hand-delivered, posted or emailed to the stated addresses as separate permitted methods, with receipt recorded for each.