Last updated February 15, 2019
This Payroll Tax Service Agreement (“TAX TERMS”), together with the Payroll4Free.com, Inc. 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 TAX 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 TAX TERMS conflict with the terms and conditions of the AGREEMENT, the terms and conditions of these TAX TERMS shall control with respect to your use of the SYSTEM.
1. Service Effective Date
The initiation of your Payroll Tax Services (“PTS”) by PAYROLL4FREE is subject to the review and acceptance of your credit and the verification of your BANK by PAYROLL4FREE. If accepted, your effective date of enrollment in PTS 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; or (ii) the date that PAYROLL4FREE designates once it confirms receipt of all of the required authorizations and information that PAYROLL4FREE needs from you in order to enroll you in and perform the duties PAYROLL4FREE is obligated to perform as part of the PTS.
2. Payroll Tax Services
PTS include designating PAYROLL4FREE, as your tax agent by completing IRS Form 8655. This authorizes PAYROLL4FREE to make all the required payroll tax deposits and filings on your behalf with the federal, state and local authorities. If there are any notices received by you for any period in which you were actively enrolled in PTS from any payroll tax authorities, including, but not limited to, notices assessing penalties and/or interest related to deposits or filings that were due to PAYROLL4FREE error, PAYROLL4FREE will handle those on your behalf, and pay any associated charges.
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 AMOUNTS DUE, and credit the corresponding payees on due 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.
3. Service Fees
By enrolling in PTS you agree to be charged the monthly fee that applies to PTS, 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 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.
You are also solely responsible for providing to PAYROLL4FREE, and updating when necessary, any and all requested information related to your payroll tax accounts, including, but not limited to, account numbers, rates, and deposit schedules. You must provide all such information to PAYROLL4FREE in writing. If your deposit schedule is not received by PAYROLL4FREE in writing, PAYROLL4FREE will automatically assign your ACCOUNT to a monthly deposit schedule. You are solely responsible for all consequences, claims, suits, fees, penalties and interest that you may face as a result of (i) such incorrectly assigned deposit schedule; or (ii) any payroll tax deposits or filings that PAYROLL4FREE processes or attempts to process on your behalf that contain missing or incorrect information, do not get correctly credited, or are unable to be credited at all due to information that you incorrectly submitted or failed to submit to PAYROLL4FREE.
You are also responsible for: (i) depositing any federal, state, and local payroll tax liabilities incurred prior to your effective date of enrollment in PTS; (ii) submitting any payroll tax returns to tax agencies (state, federal, and/or local) that were due for payroll tax liabilities incurred prior to your effective date of enrollment in PTS; (iii) entering and POSTING in the SYSTEM all payroll information for all CHECK DATES that occurred in the same calendar year as, but prior to, your effective date of enrollment in PTS; and (iv) cancelling any prior payroll service or services.
5. Processing Schedule
Each calendar month is considered a tax period. All payrolls that needs to be processed for a given tax period (based on CHECK DATE) must be POSTED no later than the first day of the following calendar month. On the second day of the following calendar month the prior month’s tax period will be closed, and you will not be able to add any missing POSTINGS to a closed tax period.
PAYROLL4FREE may be able to effectively add POSTINGS to a closed tax period based on your request, including to void or adjust POSTED checks, but you must make all such requests in writing, and by doing so you acknowledge and accept any and all corresponding fees for such special processing, including, but not limited to, late batch posting fees and fees to amend already submitted payroll tax deposits or filings that relate to the closed tax period. 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.
6. Term & Termination
In order to cancel your enrollment in PTS 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 PTS 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.
In the event you do not complete and return the cancellation form when requested by PAYROLL4FREE, you authorize PAYROLL4FREE to make its own determination for how to handle any remaining PTS obligations that may have already been paid for by you, but extend beyond your effective cancellation date, and agree not to hold PAYROLL4FREE liable for any consequences, claims, or other charges arising out of such determination.
PTS and the corresponding fees remain in effect until cancelled, regardless of any payroll POSTING activity by you. PAYROLL4FREE will continue to fulfill the duties that it has the obligation to perform as part of PTS based on any and all information POSTED by you in the SYSTEM, including the filing of “zero returns,” when applicable, for any period(s) where there have not been any POSTINGS.
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 may, at its option, decide not to file your payroll tax returns, deposit your payroll taxes, or otherwise process your payroll if there are any unresolved problems with any information requested by PAYROLL4FREE or submitted by you.
PAYROLL4FREE’s sole liability to you or any third party hereunder shall be for claims arising out of errors or omissions in the PTS caused solely by PAYROLL4FREE, and the sole remedy shall be to furnish a correct tax filing or deposit, and/or corrected or reversal debit or credit entry, as the case may be; provided that, (i) in each case you advise PAYROLL4FREE no later than one (1) BUSINESS DAY after being notified or discovering the occurrence of such errors or omissions; and (ii) you use reasonable efforts to mitigate any penalties or losses resulting from such errors or omissions.
PAYROLL4FREE MAKES NO WARRANTY, REPRESENTATION OR PROMISE TO YOU IN CONNECTION WITH THESE TAX TERMS, AND DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES WITH RESPECT TO THE PTS. 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 TAX TERMS, BREACH OF WARRANTY, ITS NEGLIGENCE OR THAT OF ITS AGENTS.
Important Tax Information: Even though you have authorized a third party, such as PAYROLL4FREE, to file payroll tax returns and make payroll tax deposits, ultimately, you are held responsible by taxing authorities for the timely filing of employment tax returns and the timely deposit of employment taxes for your employees. PAYROLL4FREE and the IRS recommend that you enroll in the U.S. Treasury Department’s Electronic Federal Tax Payment System (“EFTPS”) to monitor your IRS account and ensure that timely tax payments are being made on your behalf. You may enroll in the EFTPS online at www.eftps.gov, or by calling (800) 555-4477 for an enrollment form. State tax authorities generally offer similar means to verify tax payments. You should contact the appropriate state offices directly for details.
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 payment 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 TAX TERMS and SCHEDULES upon written notice to USER. The current version of the TAX TERMS is available at www.payroll4free.com/taxterms.html. It is important that you review the TAX TERMS each time there is a modification, because you agree to be bound by the modified TAX 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 TAX TERMS then you must stop using and cancel PTS. 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.
