PAYROLL PROCESSING SERVICES AGREEMENT
[These terms and conditions are applicable to all individuals or entities who have signed up for the payroll services by signing an order form with Uzio as a reseller, broker partner, or a third party agency under which either (a) they access, use the payroll services for their clients; or (b) their clients access, use the payroll services]
[LAST UPDATED FEBRUARY 16, 2022]
This Payroll Processing Services Agreement (the “Agreement”) is made and entered into by and between you (“you”, “Customer”) and Uzio Technology, Inc. (“Uzio,” “we,” or “us”). This Agreement contains the terms and conditions that govern the use of, and the terms and conditions upon which Uzio will provide to you and your clients the right to access and use certain payroll services, as agreed in the Order Form through our site (collectively, the “Services”).
If you are agreeing to these terms on behalf of a business, you represent and warrant that you have authority to bind that business to this Agreement, and your agreement to these terms will be treated as the agreement of the business. In that event, “you” and “your,” refer to that business.
AGREEMENT TERMS AND CONDITIONS
“ACH” means Automated Clearing House
“Check Date” means the payroll processing date
“Client” includes an existing or prospective employer client who may have a separate contract with the Customer to receive Payroll services or who may be accessing, using Uzio platform directly or through Customer.
“Entries” has the meaning given to it in Section 3.5.
“EFT” means Electronic Funds Transfer
“NACHA” National Automated Clearing House Association
“NSF” is a monetary term meaning insufficient or non-sufficient funds of an account held in a financial institution.
“Order Form or “Ordering Document” shall mean the document executed by you and which describes the Services, term, fees and any additional information.
“Payroll Data” shall mean any data related to payroll provided to Uzio in connection with the Services, including but not limited to any information provided by Customer or its clients, Payroll Administrator, independent contractors (engaged by Customer or its clients), and all information used to calculate and pay employee payroll, employee benefits, payroll taxes payable to applicable taxing agencies, employer identification number(s), unemployment insurance tax rates, and employment tax deposit schedule, payroll tax returns etc.
“Customer” includes any person or entity who purchases, uses, or access the Uzio Payroll Services for their clients
“Uzio Payroll” Uzio’s platform or solution to use payroll services.
2. Payroll Services
2.1. As long as you meet your payment obligations and comply with the terms of this Agreement, Uzio will provide you the Services. You may not use the Services on a professional basis for anyone other than your clients without the consent of Uzio.
2.2 Uzio will provide you the access to the Uzio Payroll for the purposes of (i) calculating payroll and its associated liabilities for your clients business; (ii) processing payroll and making related payroll payments; (iii) making certain payroll tax payments and payroll tax filings electronically; (iv) sending wage garnishments, such as child support payments, to applicable local, state, or federal agencies (to the extent applicable to your clients); and (v) any other activities as agreed between parties in Ordering Documents. In performing the Services, including for each of the foregoing purposes, Uzio will rely on the information furnished by you or your clients, and Uzio shall not be responsible or liable for any errors resulting from such reliance.
2.3 Services provided by Uzio will be based upon Payroll Data (as defined) provided by you or your clients. You and your clients shall be responsible for updating and maintaining the completeness and accuracy of such information required for the Services. Failure to provide the required documents may adversely impact Uzio’s ability to perform the Services. You understand that Uzio will not be responsible for penalties or interest due to missing, late, inaccurate, or incomplete information. Unless agreed by Uzio in writing for tax filing of any previous period, your clients are responsible for: (i) depositing any federal, state, and local withholding liabilities incurred prior to enrolling in Uzio Services; (ii) submitting any payroll returns to tax agencies that were due for payroll tax liabilities incurred prior to enrolling in Uzio Services; and (iii) cancelling any prior payroll services or services of professional employee organizations/employee leasing companies. For the sake of clarity, your clients will remain responsible for any obligations imposed by law to maintain records regarding their business or employees.
2.4 You acknowledge and agree that (i) Uzio is not acting in a fiduciary capacity for your or your clients’ business; (ii) using the Services does not relieve your clients’ obligations under local, state, or federal laws or regulations to retain records relating to your clients’ data contained in Uzio’s files; and (iii) any information that Uzio provides in connection with the Services is for informational purposes only and should not be construed as legal, tax, or accounting advice; and (iv) Uzio, by this Agreement, does not hold itself out as being a CPA, accountant or any other payroll services advisor. You and your clients are responsible for seeking the advice and counsel of pertinent certified professionals on your payroll service matters.
3. Your Responsibilities/Obligations
3.1 You or your client will designate and authorize one or more users with authority to act on your client’s behalf and to bind you and/or your clients business in various roles such as Payroll Administrator/Authorized User, who may access the Services by entering a confidential user ID and password created by following the instructions provided via the Services and which will entitle them, depending on their designation and permissions given, to have authority to access, review, modify and/or provide approvals on your behalf. The Payroll Administrator or Authorized User with the permission to process payroll will approve and submit the payroll information thereby authorizing Uzio to process your clients’ payroll and tax calculations.
3.2 You and your clients will be responsible (i) for actions taken under Customer’s Account; (ii) to follow instructions that Uzio provides with respect to the Services; (iii) provide accurate, timely, and complete information required for Uzio to perform the Services and maintain the accuracy and completeness of such information; (iv) to notify Uzio of all third-party notices, such as Internal Revenue Service (“IRS”) penalty notices, which could affect Uzio’s ability to effectively provide the Services or which could increase the likelihood that a claim is brought against you, your clients or Uzio in connection with the Services.
3.3 A minimum of ten (10) business days before the initial Check Date, you or your clients will provide the bank account information and submit the completed and executed documents Uzio requires for providing the Services, which documents include all federal, state or local powers of attorney required by Uzio, and any additional information requested by Uzio. Subsequent to the initial payroll processing, your clients will complete and execute any renewals, amendments or replacements of the aforementioned documents which Uzio deems necessary.
3.4 You agree to provide accurate Payroll Data at least two (2) business days prior to Check Date. Failure to provide such information timely may result in delayed remittance of wages, taxes, and garnishments, and an additional processing fee. You acknowledge and agree that the accuracy of Payroll Data supplied to Uzio is your sole responsibility and Uzio shall not be held responsible for the production of inaccurate Payroll Data if the information submitted by you is inaccurate. By submitting information for the initial payroll processing, and each subsequent payroll, you agree that you have approved the submitted information, that no information will result in payroll processing that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Treasury or any other applicable laws or regulations. Uzio has no responsibility for verifying the accuracy of any information provided by you. You and your clients hereby agree to waive and release any claim against Uzio arising out of any errors or omissions in the Payroll Data which you have not corrected (whether directly or through Payroll Administrator) or have not requested Uzio to correct. For the sake of clarity, any subsequent request for corrections will be considered special handling, and additional fees may be charged. Final responsibility for any audits or assessments rests with your clients. Uzio will not have any responsibility for verifying the accuracy of any Payroll Data.
3.5 The Payroll Administrator with the permission to process payroll shall approve and submit the Payroll Data, thereby authorizing Uzio to create and transmit credit or debit entries (the “Entries”) necessary to process your clients’ payroll and payroll tax transactions. If Uzio receives approved and Payroll Data after the cut-off time on a given business day, or if Uzio receives the Payroll Data on a non-business day, Uzio will not be responsible for failure to process the Payroll Data on that day. In such case, Uzio will use reasonable efforts to process the Payroll Data and transmit the Entries to the ACH with the next regularly-scheduled file created by Uzio (which will only occur on a business day on which the ACH is open for business).
3.6 You agree not to: (i) use the Services other than as authorized in this Agreement or ordering documents; (ii) resell, sublicense, time-share, or otherwise share the Services with any third party (except agreed for your clients); (iii) frame or mirror the Services; (iv) decompile, disassemble or reverse-engineer the underlying software or application that is part of the Services or otherwise attempt to derive its source code; (v) use the Services either directly or indirectly to support any activity that is illegal; (vi) access the Services for purposes of benchmarking or competitive purposes; or (vii) authorize any third parties to do any of the above.
4 Bank Account and Direct Deposit
4.1 Your clients are responsible to establish and maintain a bank account (the “Bank Account”) and to maintain within it, available funds in an amount sufficient to cover the net payroll, payroll taxes, disbursements, Uzio fees, reimbursement amounts and any other amount due under this Agreement (collectively, the “Amounts Due”). Your clients shall agree to authorize the direct debit of their Bank Account by Uzio through ACH and to maintain sufficient funds in the account to cover all Amounts Due under this Agreement and that sufficient funds will be on deposit and immediately available at least two (2) business day prior to anticipated payment dates of employees, taxing authorities or others (“Funding Deadline”). This authorization remains in full force and effect until termination of this Agreement. For the purpose of payment of payroll taxes to taxing authorities, Uzio will initiate a funds transfer from your clients’ Bank Account directly to the appropriate taxing authorities when those tax funds become due. All EFTs are performed in compliance with the NACHA operating rules. You and your clients also agree to follow all applicable laws, rules, and regulations including NACHA rules, as they are amended from time to time.
4.2 In the event that Uzio’s ACH service provider is unable to make EFT withdrawal from your client’s Bank Account due to NSF or any other reason, Customer, together with the client shall be jointly and severally liable for all obligations, covenants, representations, warranties, indemnities contained in the Agreement. Your client or you (on behalf of your client) shall reimburse Uzio for all charges, losses, or expenses, incurred due to your client’s failure to maintain sufficient fund. For each NSF, Uzio will charge $200.00 (or higher, depending on the bank charges) plus any and all costs and expenses associated with the NSF. Further, Uzio and Uzio’s ACH service provider have the right to (a) reverse any deposit or payment made to an employee or other person or entity on your client’s behalf; (b) freeze any other funds without notice. In the event of a NSF, Uzio will notify you and/or your client to transfer the Amounts Due plus additional charges directly to the bank account(s) identified by Uzio on the same day when Uzio gets notified by your client’s Bank. In case you or your client fail to transfer the Amounts Due on same day, Uzio will charge an interest on such amount @ 1.5% per month or the highest rate permitted by law until the due amount is paid by you or your client. Uzio reserves the right to recover the Amounts Due from the Customer or its client including all applicable costs and legal expenses (including attorney’s fees) incurred due to default in payment. Uzio shall be entitled to proceed directly against Customer or directly against the client, or may proceed against one or more parties jointly. In the event your client’s Bank Account is NSF for more than two (2) days, it will be considered a material breach of this Agreement. Uzio reserves the right to suspend its performance under this Agreement or cancel this Agreement without any notice in the event of such default. If your client does not have sufficient funds in the Bank Account to pay the Amounts Due, then Uzio will not be liable for any consequences or claims directly or indirectly arising from such failure to pay, and Uzio may refuse to pay any Amounts Due to the applicable parties and will not be liable for any consequences or claims directly or indirectly arising from such failure to pay. You and your clients understand, acknowledge and agree that Uzio may terminate client from all Electronic Transfer Services (ETS) effective immediately in the event that sufficient funds are not timely deposited by client in their designated Bank Account. In the event that Uzio terminates client from all ETS, Customer and clients will assume exclusive responsibility for, and thereby release Uzio from, all then outstanding and all future tax deposits and filings, including without limitation, all related penalties and interest. Upon such termination, Uzio is authorized to deduct any outstanding fees and or other sums due Uzio from Customer or its clients under this Agreement, from the designated Bank Account and/or from any funds then held in trust by Uzio for the benefit of Customer or its clients. Uzio is thereby released from and will have no further liability or obligation to Customer, its clients or any third party with respect to any services which remain incomplete at the time of any such termination.
5. Payment of Fees
You agree to pay Uzio fees for the Services, reimbursement amounts, and other charges (as agreed in Ordering Document). In addition, you agree to pay any applicable banking fees charged by ACH service provider that may include but are not limited to invalid account fees, incoming wire charge, credit return charge, same day file charge, same day deposit fees and any fees, fines and penalties assessed under the NACHA Rules. Uzio’s standard fees and other charges are subject to change on written notice. Bills will be due in full upon presentation. Overdue account will accrue interest at the rate of 1.5% per month (18% annually) or the highest rate permitted by law. In the event the account is placed for collection, reasonable attorney’s fees and costs will be added to the account balance. Uzio reserves the right to withhold any payments provided pursuant to this Agreement and any or all work in process or records in its possession in the event of your failure to make any payments hereunder.
6. Cancellation, Amendment, Retransmission, and Reversal of Entries
Customer or its client will have no right to cancel or amend any Payroll Data after receipt by Uzio. Uzio, however, at Customer’s or its client’s request, may use reasonable efforts to act on their instructions prior to transmitting the Entries to the ACH, but will have no liability if the cancellation or amendment is not effected. Customer will reimburse Uzio for any expenses, losses or damages Uzio incurs in effecting or attempting to effect Customer’s or client’s request for a cancellation or amendment. Except for Entries created from Payroll Data that have been reapproved and resubmitted by Customer or its client in accordance with the requirements of this Agreement, Uzio will have no obligation to retransmit a returned Entry to the ACH if Uzio complied with the terms of this Agreement with respect to the original Entry. At Customer’s or its client’s request, Uzio may make a reasonable effort to reverse an Entry, but will not be responsible for the failure of any person or entity to honor Customer’s request. You will reimburse Uzio for any expenses, losses or damages Uzio incurs in effecting or attempting to effect such request for a reversal. If required under the NACHA rules or applicable laws, your client must obtain a payee’s consent before attempting to reverse an Entry that was credited to such payee. By initiating a request to reverse an Entry that was credited to a payee, client represents and warrants to Uzio that it has already obtained the payee’s consent for the reversal, if such consent is required under the NACHA rules or applicable laws.
Each of your client’s employee who desires to receive electronic transfer of funds due as wages or salary will provide with a direct deposit authorization. The direct deposit authorization will authorize your clients to use Uzio to initiate paperless electronic transfers of sums due or payable at employee’s bank where such account is maintained and to initiate paperless debits or corrective reversal entries for sums due to your clients or Uzio for erroneous or NSF transaction(s). Your clients have obligation to retain the original or a copy of each authorization received from each employee for electronic direct deposit for two (2) years after termination or revocation of such authorization. Upon Uzio’s request your clients shall provide copies of such authorization with Uzio. Your clients shall also give instruction to all federal, state, and local tax authorities to deliver employment tax forms, documents, and other related information to Uzio. Uzio is hereby given full authorization to represent and submit records on your client’s behalf before federal, state, or local jurisdictional tax offices with respect to employment taxes. You and your clients shall authorize payroll department, including any vendor or computer service, to deliver to Uzio all necessary documents and payroll information, including payroll tax registers, quarterly reports, and summaries, or other documents requested by Uzio.
8. Consent to Share Certain Employee and Independent Contractor Information with Employer
Customer and its clients acknowledge and understand that in providing the Services, Uzio acts as an intermediary between employers and their employees and/or independent contractors.
9. Contractors, Customer’s Vendors
Uzio may, at any time, use agents and/or independent contractors (“Contractors”) to process Entries or provide all or any portion of the Service. Uzio will be responsible for the acts and omissions of its Contractors in the same manner as if Uzio had performed the portion of the Service itself and any claims against it’s Contractors or Uzio (with respect to the acts or omissions of its Contractors) shall be subject to the limitations of liability set forth in Section 10 and to the same extent as if Uzio had performed the portion of the Service itself. However, Uzio will not be deemed to be the agent of, nor responsible for the acts or omissions of any persons, including, without limitation, ACH, Internet Service Provider or transmission or communications facility, any receiver or receiving depository financial institution (including, without limitation, the return of an Entry by such receiver or receiving depository financial institution), and no such person shall be deemed Uzio’s agent. Uzio may also be required to share data with Customer’s or client’s third party vendors who are not contractor of Uzio (“External Vendors”). Such External Vendors will not be deemed subcontractors, agents or representatives of Uzio. Such External Vendors will be deemed vendors of Customer or its clients. Customer and its client hereby acknowledge that Customer or it’s client has entered into all necessary agreements with such External Vendors, for purposes of compliance with applicable laws, and that such External Vendors are not down-stream entities from Uzio requiring that additional agreements be in place between Uzio and the External Vendors. Moreover, Customer and its clients agree that to the extent there is any unauthorized use, access or disclosure of Payroll Data to which they might seek any form of remedy or recovery, and the unauthorized use, access, or disclosure was the result of actions, inactions or omissions of External Vendors (or their subcontractors, agents or representatives), and through no fault of Uzio, then Customer and its client will seek its remedies from External Vendors under its separate contracts with such External Vendors and not against Uzio.
10. Indemnification; Liability
Customer hereby agrees to defend, indemnify and hold Uzio and its directors, affiliates, employees, agents and contractors harmless from and against any and all claims, losses, cost, liability, fines, penalty, and damages including without limitation reasonable attorneys’ fees and costs, arising out of or in any manner connected to (i) Uzio’ reliance on information and data furnished by Customer or its clients or resulting from activities Uzio or it’s agents undertake at Customer’s request, or at the request of anyone Uzio believes in good faith to be an authorized agent of the Customer; (ii) client’s failure to make sufficient funds available in their designated Bank Account for credit to Uzio’s account to cover transmissions initiated by Uzio consistent with Customer’s or its client’s communicated/regularly scheduled pay dates; Customer’s or its client’s failure to comply with the NACHA Rules or any applicable law or regulation. Customer agrees that Uzio will not be liable for any loss or damage caused by Uzio’ delay in furnishing Services. To the maximum extent permitted by applicable law, in no event will Uzio’ liability for any act or omission relating to the Services exceed the total fees for Services paid for the six (6) month period immediately preceding such act or omission by Uzio. In no event will Uzio have liability for any consequential, special, punitive or indirect loss or damages regardless of whether such damages are based on contract, tort (including negligence), strict liability, or any other theory or form of action or whether Uzio knew or should have known of the likelihood of such damages in any circumstances. Customer acknowledges that Uzio makes no warranties, express or implied, including without limitation the warranties of merchantability and fitness for a particular purpose.
11. Term, Termination
This Agreement will continue until such time as you or Uzio gives 30 days’ prior written notice, unless termination is for cause. Uzio may terminate this Agreement or temporarily suspend your access to the Services in the event that: (i) you breach any material provision of this Agreement that, (if it is capable of being cured) is not cured within 10 days from notice to you (5 days in the case of non-payment); (ii) Uzio determines that your actions are likely to cause legal liability for Uzio or that you have misrepresented any data or information required by Uzio in connection with the Services; or (iii) Uzio determines, in its sole discretion, that any federal, state, or local legislation, regulatory action, or judicial decision adversely affects its interests under the Agreement. The termination of the Services or this Agreement will not affect your or Uzio’s rights with respect to transactions which occurred before termination. Upon any termination of the Agreement, your right to access and use the Services will automatically terminate, and you may not continue to access or use the Services. Uzio will have no liability for any costs, losses, damages, or liabilities arising out of or related to Uzio’s termination of this Agreement. The termination of this Agreement shall not affect the liability of the Customer to pay Uzio any sums due and owing under the Agreement as of the effective date of the termination.
12. Compliance with Laws
Throughout the duration of this Agreement, Customer shall comply with all applicable laws and regulations of the United States relating to the Services provided under this Agreement. It will be Customer’s duty to obtain and arrange for the maintenance in full force and effect of all governmental approvals, filings and registrations, at its cost and expense, as may be necessary or advisable for the performance of this Agreement. Customer shall also be responsible to comply with the ACH Rules. Customer is responsible for making itself aware of any amendments to such Rules.
All private information, financial, banking, and otherwise, whether printed, written or oral, in answer to special inquiry by Uzio or voluntarily furnished by Customer or its clients, agents or employees to Uzio, will be held in confidence by Uzio and used for business purposes only.
14. Proprietary Rights
All right, title and interest in the Uzio Payroll and any other Uzio materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by you regarding the Uzio Payroll or Services, including all copyright rights, patent rights and other intellectual property rights in each of the foregoing, belong to and are retained solely by Uzio or Uzio’s licensors and providers, as applicable. Any feedback, comments and suggestions you may provide for improvements to the Uzio Payroll or Services (“Feedback”) is given entirely voluntarily and Uzio will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind.
15. General Terms
This Agreement, including any Ordering Document, appendix and other schedules or documents referenced herein, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, both oral and written, with respect to the subject matter hereof. If any term or provision of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining terms and provisions of this Agreement shall remain in full force and effect, and such invalid, illegal or unenforceable term or provision shall be deemed not to be part of this Agreement. Failure of Uzio at any time to enforce any of the provisions of this Agreement shall not be deemed to be a waiver of such or any other provision hereof.
Uzio, in its sole discretion, may modify or amend the terms of this Agreement from time to time. The modified or amended terms will supersede any prior version. Uzio will notify you of such modified or amended terms, either in writing delivered to your Authorized User (including via email) or through notice to your account and administration portal available within the Uzio Payroll. Upon your receipt of notice, or the placement of the notice within the account and administration portal, you will have (thirty) 30 days to provide Uzio with written notice of your objection to the modified or amended terms. To the extent you effectively deliver notice, and the Parties are unable to otherwise reach agreement on Uzio’s changes to this Agreement, then the prior version of the Agreement between the parties will remain in full force and effect. If you fail to provide written notice of your objection within the 30-day period described above, you hereby agree that your continued use of the Uzio Payroll to which these terms apply will be deemed acceptance of the modified or amended terms.
Throughout the duration of this Agreement, Customer shall comply with the ACH Rules, and agrees that origination, receipt, return, adjustment, correction, cancellation, amendment, and transmission of Entries must be in accordance with the ACH’s Rules. Customer further acknowledges that it has had an opportunity to review and agrees to comply with and be bound by the Rules, and all future amendments thereto. Customer is responsible for making itself aware of any amendments to the Rules.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without reference to conflict of laws principles. The courts of the Commonwealth of Virginia, or the federal courts of the United States situated therein, as applicable, shall have sole and exclusive jurisdiction over any action, claim, demand, proceeding or lawsuit whatsoever arising under or in relation to this Agreement or its subject matter. The Parties irrevocably agree, consent and submit themselves to the subject matter and personal jurisdiction of such courts for such purposes, and agree not to plead or claim in such courts that any such action has been brought in an inconvenient forum.
Agreement is not intended to create, nor should it be construed as creating, an agency, joint venture, partnership or similar relationship between the Parties. Uzio will act solely as an independent contractor, and neither Uzio nor Customer will have the right to act for or bind the other Party in any way or to represent that the other Party is in any way responsible for any acts or omissions of such Party.
Neither Party will be held responsible for any delay or failure in performance (other than payment obligations) to the extent that such delay or failure is caused by fire, flood, explosion, civil commotion, terrorism, war, strike, labor dispute, vandalism, embargo, government regulation demand, or requirement, civil or military authority, act of nature, acts or omissions of carriers, “hacker” or denial of service attacks, or other causes beyond its control.
This Agreement shall not be assigned or otherwise transferred by the Customer to any other person, corporation or entity without the prior written consent of Uzio, which consent may be granted or withheld at Uzio’s sole discretion.
This Agreement, and any revisions hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.
All notices under this Agreement shall be in writing, properly addressed and shall be: (a) mailed by first-class or express mail, postage prepaid; (b) sent by reputable overnight delivery service; or (c) personally delivered to the receiving Party. Each notice shall be deemed given upon receipt of such notice by the other Party. Unless otherwise provided by Customer in writing, all written notices shall be sent to the address and contact representative as set forth in the Ordering Document. Customer is obligated to inform Uzio in writing of any changes to Customer’s address or contact representative. Notice to Customer shall be deemed received if delivered to the address and representative set forth on the applicable Ordering Document, unless Customer has provided Uzio in writing with alternate information for written notices. Notices sent to Uzio should be sent to the following: