Last updated February 15, 2019
This Direct Deposit Service Agreement (“DD TERMS”), together with the Payroll4Free.com Terms of Service Agreement, available at https://www.payroll4free.com/agreement.html, (the “AGREEMENT”) (collectively, “TERMS”), outline the terms and conditions under which Payroll4Free.com, Inc., a Delaware corporation (“PAYROLL4FREE”) agrees to provide you certain Payroll and Human Resource software and services (collectively, the "SYSTEM"). Certain capitalized terms used throughout these DD TERMS but not otherwise defined herein shall have the meanings ascribed to them in the AGREEMENT.
The terms and conditions of the AGREEMENT agreed to in connection with the creation of your ACCOUNT, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the SYSTEM, are incorporated herein by reference, and you acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the AGREEMENT shall remain in full force and effect to the full extent provided therein. If the terms and conditions of these DD TERMS conflict with the terms and conditions of the AGREEMENT, the terms and conditions of these DD TERMS shall control with respect to your use of the SYSTEM.
1. Service Effective Date
The initiation of your Direct Deposit Services (“DDS”) by PAYROLL4FREE is subject to the (i) review and acceptance of your credit and the verification of your BANK by PAYROLL4FREE; (ii) the approval of the Originating Depository Financial Institution (“ODFI”) and/or its agent that will be originating instructions on PAYROLL4FREE’s behalf; and (iii) the receipt by PAYROLL4FREE of the required security deposit (“DEPOSIT”), as defined below. If accepted and should you agree to the terms and conditions of the ODFI and/or its agent, your effective date of enrollment in DDS will be the later of either (i) the first day of the month in which you process the first POSTING in the SYSTEM (based on CHECK DATE) that includes direct deposit; or (ii) the date that PAYROLL4FREE designates once it confirms receipt of your DEPOSIT, which may be up to three (3) BUSINESS DAYS after the funds leave your account.
The DEPOSIT that is required in order for you to be enrolled in DDS must be authorized by you at least fifteen (15) BUSINESS DAYS before your first intended CHECK DATE that includes direct deposit. The DEPOSIT must be in the amount of highest estimated payroll you plan to POST for direct deposit during any seven-day period, rounded up to the next $1,000 increment. The DEPOSIT will be kept in a reserve account by PAYROLL4FREE for as long as you remain enrolled in DDS; and you will receive a refund of this DEPOSIT once your DDS enrollment is terminated for any reason, within thirty (30) days of the effective date of such termination. ANY DIRECT DEPOSIT PAYROLL AMOUNT THAT YOU POST CAN NEVER EXCEED THIS DEPOSIT AMOUNT.
2. Direct Deposit Services
PAYROLL4FREE will process your payroll on direct deposit by initiating electronic debit and credit instructions and/or wire transfer instructions in accordance with these TERMS. FOR ANY USER PAYROLL FILE CONTAINING $50,000 OR MORE IN DIRECT DEPOSIT CREDITS, THE USER MAY, AT PAYROLL4FREE’S SOLE OPTION, BE REQUIRED TO FUND SUCH PAYROLL FILE BY WIRE TRANSFER. YOU WILL BE RESPONSIBLE FOR PAYMENT OF WIRE TRANSFER CHARGES WHICH WILL BE ASSESSED AS A RESULT OF THIS TRANSACTION.
PAYROLL4FREE will, and you hereby authorize PAYROLL4FREE to, initiate debits or reverse wire transfers, as the case may be, to your BANK prior to each CHECK DATE for your payroll, and credit the bank accounts of your EMPLOYEES to be paid by you by direct deposit payment on CHECK DATE. You will notify PAYROLL4FREE immediately of any change in the BANK or BANK AUTHORIZATION at least fifteen (15) days before the effective date of any such change.
You will also obtain a written authorization from each EMPLOYEE (“EMPLOYEE AUTHORIZATION”) prior to the initiation of the first credit to the account of such EMPLOYEE and will provide PAYROLL4FREE with confirmation that you have obtained such EMPLOYEE AUTHORIZATION. You will keep as part of your records the original signed EMPLOYEE AUTHORIZATION. PAYROLL4FREE will keep an electronically signed version of this EMPLOYEE AUTHORIZATION with its records. You will provide to PAYROLL4FREE a copy of the original signed EMPLOYEE AUTHORIZATION if and when PAYROLL4FREE requests it.
It is your responsibility to maintain accurate and current EMPLOYEE AUTHORIZATIONS. If at any time any employee cancels or makes any changes to their EMPLOYEE AUTHORIZATION, you are solely responsible for updating the updated information in the SYSTEM. You will indemnify and hold PAYROLL4FREE harmless from any and all claims or loss (including, but not limited to liabilities, legal costs, expenses, incidental, consequential, or punitive damages).
3. Service Fees
By enrolling in DDS you agree to be charged the monthly fee that applies to DDS, which can be found in the current PAYROLL4FREE SCHEDULE, available at https://www.payroll4free.com/feeschedule.html. The fees set forth in the SCHEDULE do not include taxes that may be imposed on or required to be collected by PAYROLL4FREE by any federal, state or local governmental entity, and you agree to reimburse PAYROLL4FREE for any such taxes as may apply to you.
4. User Responsibilities & Obligations
You will: (i) POST all relevant payroll information containing direct deposit to SYSTEM based on your processing schedule; (ii) have available in BANK good, collected funds in an amount sufficient for PAYROLL4FREE to cover the debits initiated by PAYROLL4FREE hereunder no later than the opening of business two (2) BUSINESS DAYS prior to each CHECK DATE; and (iii)compare all information on credits or debits initiated by PAYROLL4FREE to your records and promptly notify PAYROLL4FREE of any discrepancies.
5. Processing Schedule
All payrolls that include any direct deposit that needs to be processed for a given CHECK DATE must be POSTED NO LATER THAN 2:00 PM eastern time at least two (2) BUSINESS DAYS prior to the intended CHECK DATE.
You may choose to disable paying any or all EMPLOYEES via direct deposit at any time, either permanently or temporarily, or pay with a combination of direct deposit and paper check. Paying via check is always available and may be done by printing the check(s) directly from the SYSTEM during the posting process, or outside of the SYSTEM via handwriting your own checks (in which case you have an option to print just the pay stubs).
6. Term & Termination
In order to cancel your enrollment in DDS you must request, complete, and return a cancellation form that informs PAYROLL4FREE about your intent to cancel the service, includes the effective date of cancellation, as well as information for how to handle any remaining deposit obligations that may have already been paid for, but extend beyond your effective cancellation date. All cancellations can only be effective as of the last day of a calendar month, and must be received at least fifteen (15) days prior to the end of that month, otherwise the service will be extended to, and fees will be charged for, the following calendar month.
DDS and the corresponding fees remain in effect until cancelled, regardless of any payroll POSTING activity by you, even when there is no pay for direct deposit specified in any POSTED payroll batch. If at any time you inform PAYROLL4FREE that you need to make any changes to, or void any check or voucher in, any POSTED payroll(s), you will be responsible for any and all file cancellation and/or adjustment fees, as well as any other fees that may apply for returning funds already debited from your BANK by PAYROLL4FREE but not yet disbursed to your EMPLOYEES. Please refer to the SCHEDULE for a list of all fees that may apply, including fees for returned funds and notifications of change to bank account information.
Any refunds or adjustments will not be processed by PAYROLL4FREE until verification is available that good, collected and final funds from you are in PAYROLL4FREE’s account.
7. Limits of Liability
PAYROLL4FREE’s sole liability to you or any third party hereunder shall be for claims arising out of errors or omissions in the DDS caused solely by PAYROLL4FREE, and the sole remedy shall be to furnish a correct advice of deposit, and/or corrected or reversal debit or credit entry, as the case may be; provided that, in each case you advise PAYROLL4FREE no later than one (1) BUSINESS DAY after the occurrence of such errors or omissions.
PAYROLL4FREE MAKES NO WARRANTY, REPRESENTATION OR PROMISE TO YOU IN CONNECTION WITH THESE DD TERMS, AND DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES WITH RESPECT TO THE DDS. IN NO EVENT SHALL PAYROLL4FREE OR ITS AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF ANTICIPATED PROFITS OR OTHER ECONOMIC LOSS, TO YOU OR THIRD PERSONS, WHETHER SUCH DAMAGES RESULT FROM PAYROLL4FREE'S BREACH OF THESE DD TERMS, BREACH OF WARRANTY, ITS NEGLIGENCE OR THAT OF ITS AGENTS.
8. User Acknowledgements
You acknowledge that PAYROLL4FREE is acting solely in the capacity of data processing agent and is not a source of funds for you. You also acknowledge that you are the Originator (as defined in the NACHA RULES) of each entry and assume the responsibilities of an Originator under the NACHA RULES. You further acknowledge that under the NACHA RULES PAYROLL4FREE, as a Third-Party Sender (as defined in the NACHA RULES), is required to make certain warranties on behalf of the Originator with respect to each entry. You agree to indemnify PAYROLL4FREE for any claim which results, directly or indirectly, from a breach of such a warranty made by PAYROLL4FREE on your behalf, unless such breach results solely from PAYROLL4FREE’s own gross negligence or intentional misconduct. You also acknowledge that under the NACHA RULES PAYROLL4FREE is required to indemnify certain persons, including, without limitation, the ODFI (as defined in the NACHA RULES), for the Originator’s failure to perform its obligations thereunder. You agree to indemnify PAYROLL4FREE for any claims which result from the enforcement of such an indemnity, unless the enforcement results solely from PAYROLL4FREE’s own gross negligence or intentional misconduct.
You shall be liable for each debit initiated by PAYROLL4FREE, whether by electronic entry or wire transfer. You promise to pay PAYROLL4FREE on demand the amount of any unfunded direct deposit file, with interest, and all PAYROLL4FREE or third party fees or charges including, without limitation, any debit returned to PAYROLL4FREE due to insufficient or uncollected funds or for any other reason. Should you not reimburse PAYROLL4FREE for funds advanced by PAYROLL4FREE in good faith, the officers of business associated with your ACCOUNT agree to be personally liable for the deficit amount. Such deficits are subject to interest and service charges.
9. Changes to the Agreement
PAYROLL4FREE shall have the right to modify these DD TERMS and SCHEDULES upon written notice to USER. The current version of the DD TERMS is available at www.payroll4free.com/ddterms.html. It is important that you review the DD TERMS each time there is a modification, because you agree to be bound by the modified DD TERMS if you continue to use the SYSTEM after you are notified of the modification. If you do not agree to be bound by the modified DD TERMS then you must stop using and cancel DDS. PAYROLL4FREE reserves the right to change or discontinue any part or all of the SYSTEM and SERVICES at any time and without notice, at PAYROLL4FREE’s sole discretion.
