Payroll and Reporting Services Terms

Payroll and Reporting Services Terms

Last updated September 2, 2020

These Payroll and Reporting Services Terms (these “Payroll Terms”), together with the Push Technologies Master Services Agreement available at https://pushoperations.com/master-services-agreement/ (the “Push Technologies Terms”) (collectively, the “Payroll Agreement”), set forth the terms and conditions under which Push Technologies agrees to provide to Client certain payroll services and other related services (the “Payroll Service”), which are provided through Push Technologies website, www.pushoperations.com.

Capitalized terms used but not otherwise defined in these Payroll Terms shall have the meanings ascribed to such terms in the Push Technologies Terms. The Payroll Agreement is a legally binding agreement between Client and Push Technologies. Users of Client are encouraged to read the Payroll Agreement carefully and to save a copy of it for Client’s records.

I.        These Payroll Terms Are Part of and Are Governed by Push Technologies Terms

The terms and conditions of the Push Technologies Terms agreed to in connection with the creation of Client’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and Client acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Push Technologies Terms shall remain in full force and effect to the full extent provided therein.

If the terms and conditions of these Payroll Terms conflict with the terms and conditions of the Push Technologies Terms, the terms and conditions of these Payroll Terms shall control with respect to the provision of the Payroll Service.

THE PUSH TERMS, AVAILABLE AT https://pushoperations.com/master-services-agreement/ CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF PUSH TECHNOLOGIES’ LIABILITY, PUSH TECHNOLOGIES’ WARRANTY DISCLAIMERS, CLIENT’S INDEMNIFICATION OBLIGATIONS, CLIENT’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE PAYROLL AGREEMENT, THE PUSH TECHNOLOGIES CONTRACTING ENTITY, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

II.      Payroll and Reporting Services

A.      CLIENT’S RESPONSIBILITY FOR PAYROLL INFORMATION/FUNDS:

Client understands that Push Technologies operates a payroll system that automatically generates employee payroll cheques and electronic wage payments based exclusively on the payroll information supplied to Push Technologies by Client. Client agrees that it is Client’s responsibility to input correct payroll information for its own employees, to insure that all such information is kept complete and up to date, and to verify the accuracy of all such information on an ongoing basis for each and every pay period. Client agrees that Push Technologies has no obligation to inspect or verify the payroll data supplied by Client.

Client shall deliver to or otherwise provide Push Technologies with accurate and complete payroll and employee information and funds sufficient to cover all required payments under this Payroll  Agreement (including, without limitation, employee wage and salary payments, tax payments, garnishments, and service fees). Funds must be available no later than 12:01 am Eastern Time 4 banking day(s) prior to each scheduled payroll. If, however, the scheduled payday falls on a Saturday, Sunday, or bank holiday, then such information and funds must be delivered or provided to Push Technologies no later than 12:01 am Eastern Time 4 banking day(s) prior to such scheduled payday. Client agrees that Push Technologies may debit (via EFT) Client’s account in order for Push Technologies to make Client’s payroll payments.

If Client fails to deliver accurate and complete payroll information and funds by the deadline set forth above, Push Technologies shall not be obligated to deliver the payroll on the scheduled payday. If Client fails to maintain a sufficient balance in the designated payroll account to cover all required payments then, in addition to all other remedies available at law, Client shall pay Push Technologies insufficient funds fees in accordance with Push Technologies’ price schedule.

Push Technologies may require certain payrolls to be funded by wire transfer or by other means providing immediately available funds if Push Technologies in its sole discretion so notifies Client in writing (which for purposes of this Payroll  Agreement shall include notice by electronic mail to the Client contact e-mail address provided by Client at initial set-up). Push Technologies may terminate this Payroll  Agreement if Client repeatedly fails to deposit and maintain sufficient funds in the designated payroll account to allow Push Technologies to make all required payments.

B.       SERVICE FEE:

Client shall pay Push Technologies a service fee for the services to which Client has subscribed on the Sales Order in accordance with Push Technologies’ price quote. Push Technologies may adjust the pricing of its services in accordance with its pricing schedule as may be in effect from time to time, and Push Technologies may change both its ongoing service fees as well as specific one-time charges (such as set-up fees or NSF charges) to be charged to Client upon written notice to Client. Client understands and agrees that quarterly and/or annual payroll reports to be provided to Client may be withheld by Push Technologies if Client has not paid such service fees as may have been due at the close of the calendar period.

C.       PAYMENT:

Unless otherwise agreed to in writing by Push Technologies, Client shall pay its fees for all Push Technologies services through an EFT transaction. Client agrees that the funds representing the total amount due for all applicable Push Technologies billings must be on deposit in Client’s designated bank account in collectible form and in sufficient amount on the day the Push Technologies EFT charge is initiated. If sufficient funds are not available upon presentation of Push Technologies’ EFT charge to Client’s bank account, Push Technologies may take such further action, as it deems appropriate and consistent with this or any other agreement with Client. EFT or other payments not received by the date due will be subject to the NSF Fees outlined in this agreement.

D.       FORMS:

Client shall execute and deliver to Push Technologies all forms required to process Client’s payroll, and, if applicable, make all required tax payments and file all applicable state and federal tax forms, including, but not limited to, the tax forms identified on Onboarding Package.

E.       CLIENT’S ACTS/INDEMNITY:

Push Technologies shall not be responsible for Client’s acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal, or authorization of any entry received from Client). Client shall indemnify Push Technologies against any loss, liability, damages, costs or expenses (including attorneys’ fees and costs) resulting from or arising out of Client’s performance or failure to perform its obligations under this Payroll Agreement, including but not limited to, the execution of instructions in good faith and in compliance with security procedures set forth below.

F.       PASSWORD/TELEPHONIC INSTRUCTIONS:

Push Technologies will assign a user identification number and password to all remote access and Internet users. Each time Client accesses the service, Client will be required to enter the necessary password. Push Technologies has no obligation to verify any transaction request it receives from remote or Internet users that enter the correct user identification number and password. All payroll service transactions initiated by persons entering the correct user identification number and password are deemed to be fully authorized by Client.

If a password is lost or stolen, or disclosed to or discovered by an unauthorized individual, Client must notify Push Technologies immediately. Failure to notify Push Technologies promptly could result in loss of funds and unauthorized access to confidential information concerning Client and its employees. Client may contact Push Technologies at 1 (800) 449-9756 to report a lost, stolen or unauthorized disclosure of its user identification number or password. Push Technologies reserves the right to prevent access to the payroll service if Push Technologies has reason to believe the confidentiality of passwords has been compromised. Client understands that Push Technologies has implemented the password security procedures for the purpose of verifying the authenticity of the payment instructions transmitted to Push Technologies, and not for the purpose of detecting errors in such instructions. Client agrees that such procedures constitute a commercially reasonable method of providing security against unauthorized instructions. Client agrees to be bound by any instruction received and verified by Push Technologies in accordance with such security procedures. Client may communicate with Push Technologies by telephone about the payroll service. Push Technologies may assign a telephone code word to be used by Client’s authorized representatives information or other instructions communicated to Push Technologies by an authorized Client representative using the authorization code word will be deemed to have been fully authorized by Client.

Push Technologies may, in its sole discretion, refuse to accept or act upon any telephonic instructions if Push Technologies has reason to believe the confidentiality of the code word has been compromised. At Client’s request, Push Technologies will make a reasonable effort to reverse an unauthorized entry, but shall not be responsible for the failure of any other person or entity to honour Client’s request. Client agrees to reimburse Push Technologies for any expenses incurred in attempting to honour such requests.

G.       DELIVERY:

Push Technologies shall deliver payroll cheques and/or payroll reports and other payroll information to Client’s authorized representative at Push Technologies’ home office (for pick-ups) or the business or other address provided by Client to Push Technologies. Push Technologies shall not be responsible for lost or stolen cheques or reports after delivery to and acceptance by Client. At Client’s request, Push Technologies shall deliver electronic copies of reports and/or other payroll information to Client (or Client’s employee’s) at email addresses supplied by Client to Push Technologies. Push Technologies shall not be responsible for the security of any payroll information sent electronically to Client or Client’s employees at their respective email address.

H.       TRANSITION/INFORMATION.

No later than ten (10) business days prior to the initial scheduled pay day, Client shall deliver to Push Technologies all completed and executed documents Push Technologies requires to provide payroll (and other) services, as well as any additional information requested by Push Technologies. Subsequent to the initial payroll processing, Client will complete and execute any renewals, amendments or replacements of documents which Push Technologies deems necessary.

I.         Non-Sufficient Funds (NSF).

Push Technologies agrees to provide Client with all documentation and invoices necessary to correctly fund Client impound bank account. Should the bank account on file not be properly funded and/or Client bank refuses debit transaction, upon notification, Client agrees to send funds via domestic wire funds by 3:00pm Eastern Time. This wire will include all debit items returned plus fees set forth below for all EFT transactions outlined in this agreement according to wire instructions which will be made available to Client via email to the email address indicated above prior to 12:00pm Eastern Time. Push Technologies NSF fees include the following charges: $70.00 per transaction item returned; $50.00 processing fee per item returned; 1.75% interest loan fee up to $10,000 of returned items or 1.25% for items greater than $10,000; $75.00 late fee per item per day if wire is not received by 3:00pm Eastern Time on the date of notification.

III.       Tax Services

Client acknowledges that  it  has  entered  and  is  subject  to  the  terms  and  conditions  of  the Push Technologies Terms, and that except as otherwise provided herein, the general terms and conditions of that Push Technologies Terms shall be incorporated and form party of the Payroll Agreement.

A.         NATURE OF SERVICE:

Push Technologies agrees that, upon the Effective Date of this Payroll Agreement, and for as long as this Payroll Agreement is in effect and Client is using Push Technologies for the processing of its payroll, Push Technologies will

  1. collect from client, hold in a separate Push Technologies tax trust account (the “Trust Account”), and deposit with an appropriate authorized depository on or before the applicable statutory deadlines (made known to Push Technologies by client), the required Federal, Provincial, State  and/or Territorial payroll tax withholding and employer obligations, and
  2. prepare and file all required Federal, Provincial and/or Territorial payroll tax returns, forms and reports. Client acknowledges and agrees that Push Technologies shall retain any interest earned on the Trust Account, and Client waives any and all claims to such interest.

B.         LIMITATIONS:

In addition to the other limitations contained in the Payroll Agreement, Push Technologies shall not be liable for tax deficiencies, interest charges and/or penalty assessments associated with any payroll tax payment or the failure to timely file or make any required payroll tax payment unless such deficiencies, interest charges and/or penalty assessments result from the negligence or willful misconduct of Push Technologies. Push Technologies shall not be liable for failure to make or timely make payroll tax deposits or filings if Client has not provided Push Technologies with adequate and necessary payroll, tax (i.e. account numbers, rates, etc.) and employee information or if Client fails to provide Push Technologies, or to maintain in its designated payroll and/or tax account, sufficient funds to cover such payroll and/or payroll tax obligations.

C.         CLIENT’S RESPONSIBILITY FOR INFORMATION:

Client acknowledges that Push Technologies’ tax service automatically generates federal, state, provincial, City, county and/or territorial tax withholding, other employer and employee  tax deposits and returns which ultimately rely on data supplied to Push Technologies by Client. Client acknowledges that Push Technologies will rely on the payroll data supplied to it by Client as it automatically completes and submits filings to government agencies or other third parties. In addition, Client acknowledges that it is responsible for providing Push Technologies with a list of all tax jurisdictions and filing/payment frequencies which must be provided 15 days before the first payment is due to be performed by Push Technologies. Push Technologies will rely on such tax information provided by Client to make such payments in a timely manner and any penalties resulting from Push Technologies reliance on such tax information provided by Client will be Client’s responsibility.

Client further agrees to immediately provide Push Technologies with copies of any notices or correspondence (including coupon booklets, quarterly and annual tax returns, etc.) received from any Federal, Provincial, State, City, County and/or Territorial tax authority with respect to tax return or deposits made by/with Push Technologies. Client acknowledges that they are responsible for registration for all tax jurisdictions in which Push Technologies is responsible for filing or preparing tax documents or payments on Client’s behalf.

Failure to register will carry a $50.00 penalty per quarter for each filing made on behalf of client for each jurisdiction not registered. Client shall maintain sufficient funds in its designated payroll account (and payroll tax account, if a separate account) necessary for Push Technologies to perform the services provided hereunder, including without limitation for the purposes of funding tax payments or deposits, amounts for interest, tax penalties or assessments not resulting from any mistake or negligence on the part of Push Technologies, as well as the service fees due Push Technologies for providing its tax services. Client shall further insure that sufficient funds are maintained in its designated payroll account (and payroll tax account, if a separate account) in accordance with a time table which Push Technologies shall in its reasonable discretion establish, not to exceed three business days prior to the check date.

D.         TAX ACCOUNT:

Client agrees that Push Technologies may debit (via EFT) an account at Client’s Bank in order for Push Technologies to make Client’s payroll tax deposits. In order to ensure timely and accurate tax payments, Client shall deposit funds sufficient to cover Client’s payroll tax deposits by 12:01 am Eastern Time 4 banking day(s) before the cheque date. If the Bank, upon Client’s instructions or otherwise, refuses to honour Depository Transfer or Pre-Authorized Debit, Client will be required to wire such tax funds to Push Technologies immediately upon notification and will be assessed an NSF charge as defined below.

Furthermore, in such case, Push Technologies reserves the right to terminate this Payroll Agreement immediately without written notice. Should Push Technologies terminate this Payroll   Agreement because of a dishonoured cheque, or otherwise, Push Technologies shall not be responsible for making the then due or any future payroll tax deposits or filings, and shall have no liability whatsoever with respect thereto. If Client terminates this Payroll   Agreement for any reason before the last cheque date of a quarter, Client will be responsible for all quarter-end filings and year- end filings. If Client goes out of business, all year-end filings and final notices to taxing authorities are the responsibilities of Client. If Client generates a payroll related federal tax liability in excess of $100,000 for any given pay date, Client may be required to wire transfer such tax funds to the designated Push Technologies account no later than 12:01 a.m. Eastern Time three (3) banking days before the cheque date.

E.        SERVICE FEE:

Client shall pay Push Technologies a service fee for the tax services described above in accordance with Push Technologies’ price quote. Push Technologies may adjust the pricing of its services in accordance with its pricing schedule as may be in effect from time to time in accordance with the terms of the Push Technologies Terms.

Push Technologies shall be entitled to any and all interest earned on the funds deposited and maintained in the Trust Account. Upon termination, Push Technologies shall have no further responsibilities or obligations hereunder (except for quarterly or annual tax reports, returns and/or payments if the termination date was at the end of a quarterly or annual reporting period) and Client is required to pay all outstanding service fees.

F.         AUTHORIZATION TO RECEIVE INFORMATION:

Client hereby instructs all Federal, Provincial, State and Local tax authorities to deliver all payroll related tax forms, documents and other correspondence pertaining to the Client to Push Technologies. Client shall execute and file all Federal, Provincial, State  and Local forms, consents and agreements necessary to effectively grant to Push Technologies full authorization to deposit and pay payroll tax items, to prepare, sign, and file payroll tax returns and reports and to represent, receive and submit records on behalf of Client before Federal, Provincial, State  or Local tax offices or agencies with respect to payroll taxes. Client further agrees to promptly complete and send the original “Authorization to Honour Either Electronic Funds Transfer or Depository Transfer cheques” form to its bank authorizing Push Technologies to debit the account for taxes and/or payroll as described.

G.         REFUNDS FOLLOWING TERMINATION:

Subject to the payment of all service fees and to Push Technologies’ right of set-off described above, within thirty (30) days following termination of the Client’s Push Technologies tax service, Push Technologies shall refund to Client any tax funds impounded in the Trust Account on Client’s behalf in anticipation of Client’s upcoming, but as yet unpaid, employment or unemployment tax deposits or tax payment dates. Following termination, Client shall be responsible for filing its own provincial and Federal employment and unemployment tax returns and Push Technologies shall have no responsibility for such returns, filings, taxes or related reports whatsoever.

H.        TRANSITION/TAX DEPOSITS/RETURNS.

Push Technologies shall not be responsible for making payroll tax deposits based on payrolls not processed by Push Technologies. Promptly after execution of this Payroll Agreement, Client shall take all steps that are necessary or required to ensure that all Federal, Provincial, State and local payroll tax deposits due for all payrolls prior to Push Technologies first scheduled cheque date have been made and all applicable federal ,    provincial, state, and local  payroll tax reports due for all payrolls prior to Push Technologies’ first scheduled cheque date have been filed. Client shall provide Push Technologies with any and all payroll and payroll tax information for payrolls prior to Push Technologies’ first scheduled cheque date as may be necessary for Push Technologies to properly prepare and file applicable federal, provincial and local payroll tax reports subsequent to the transition of Client’s payroll service to Push Technologies.

I.          FORMS:

Client shall execute and deliver to Push Technologies all tax forms required to report and submit Federal, Provincial, State  and Local payroll taxes on behalf of the Client.

IV.        Employee Direct Deposit

A.         AUTHORIZATION:

Client hereby requests and authorizes Push Technologies to implement, on Client’s behalf, direct deposit payroll which will enable Client’s employees’ pay to be automatically deposited in the employee’s designated bank account, or credited to a Push Technologies payroll debit card, without Client having to sign or distribute a physical cheque and without the employee having to go to the bank to deposit the cheque.

B.         ACCURACY OF INFORMATION:

Client understands that it is responsible for providing to Push Technologies in timely fashion accurate payroll information necessary for Push Technologies to transmit direct deposit information containing ACH transactions to its designated EFT processor. Client agrees to review and audit its payroll information to verify employee deposit amounts. Client further agrees that, in addition to depositing and maintaining sufficient funds in its payroll account in accordance with the deadline set forth above, Client shall provide immediately available funds through wire transfer as directed by Push Technologies.

C.         CORRECTION OF ERRORS:

Client authorizes the correction of errors, subject to Automated Clearing Settlement System (ACSS) Rules and Standards (for Clients domiciled in Canada), NACHA Rules and Standards (for Clients domiciled in the United States) and the requirements and time limits of Push Technologies’ EFT processor and the ACH system. In the event of an error, Client must notify Push Technologies by telephone within two days of the date on which the payroll input information was provided to Push Technologies, and confirm this notice by written e-mail or by prepaid First Class Mail within 24 hours thereafter. After receipt of such timely notice, Push Technologies agrees to re-transmit the corrected direct deposit information. Client understands and agrees that Client is responsible for its own payroll, and that Push Technologies, as Client’s payroll processor in accordance with the Client’s own instructions, will not be responsible or liable for actual deposit amounts or for interest, expenses or additional claimed damages of any kind.

D.         INSUFFICIENT FUNDS:

If, during the course of providing direct deposit services to Client, Push Technologies notifies Client that an electronic debit of Client’s account has been returned to Push Technologies’ EFT processor by reason of insufficient funds in Client’s account (NSF), Client hereby agrees to wire funds to cover the NSF by 3:00 pm Eastern Time on notification date in accordance with wire transfer instructions supplied by its payroll specialist or other Push Technologies representative. In the event such NSF is not cured by the Client upon ten (10) days written (including electronic mail) notice, Client agrees to (and hereby does) grant Push Technologies (and any subrogate of Push Technologies) a security interest in Client’s tangible and intangible personal property (including receivables), which Push Technologies may file and record. Provided, however, that the foregoing security interest shall not apply to those assets and receivables which are held in trust for or on behalf of Client’s own clients or other third parties, or which contain confidential or privileged information, or which contain other information the disclosure of which would be a violation of Client’s Rules of Professional Conduct or any applicable law restricting such disclosure to third parties. To qualify for direct deposit services, Client authorizes Push Technologies to run a routine credit check and, in some cases, to obtain a simple bank reference at client’s expense prior to or after initiation of service.

In the event that an electronic debit of the Client’s account has been returned to Push Technologies’ EFT processor by reason of insufficient funds in the Client’s account (NSF), Push at its discretion may require the client to wire transfer funds as directed by Push Technologies for future payroll processing.

E.         DIRECT DEPOSIT AUTHORIZATION:

Client shall obtain and deliver to Push Technologies a signed copy of an employee direct deposit authorization form to be provided by Push Technologies for both debit and credit transactions with respect to each employee that has requested direct deposit into his account. Client shall be solely responsible for ensuring that all account information for such employee remains current and correct and, in the event employee changes banks or accounts, Client shall deliver an updated authorization form for such employee to Push Technologies.

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