Managed Payroll Services Terms

These Managed Payroll Services Terms (“Managed Payroll Terms”) apply only if Customer has elected Managed Payroll Services on an Order, as further supplemented by the applicable Statement of Work (“SOW”). These Managed Payroll Terms are incorporated into and supplement the Payroll Terms available at workstream.us/payrollterms, and the Subscription Agreement. Capitalized terms used but not defined in these Managed Payroll Terms have the meanings given to them in the Payroll Terms or the Subscription Agreement, as applicable.

Order of Precedence. For matters specific to Managed Payroll Services, the following order of precedence shall be applied in the event of conflict or inconsistency between provisions of the Agreement: (i) the applicable Order and SOW, (ii) these Managed Payroll Terms, (iii) the Payroll Terms, and (iv) the Subscription Agreement. For any matter not addressed by a more specific document in this list, the next more general document governs.

If Customer has not elected Managed Payroll Services on an Order, these Managed Payroll Terms do not apply, and Customer’s use of Payroll Services is governed solely by the Payroll Terms and the Subscription Agreement.

Workstream reserves the right to periodically amend these Managed Payroll Terms and such amendments will automatically become effective upon written notice to the Customer, which may include email notice or the posting of such updated Managed Payroll Terms at Workstream.us/managedpayrollterms.

 

1. Definitions

“Managed Payroll Services” means the services described in the applicable SOW under which Workstream personnel perform data entry, review, submission, and related operational tasks on Customer’s behalf in connection with the Payroll Services, rather than Customer performing such tasks itself.

“Authorized Submitter” means Workstream acting in the capacity described in Section 3, performing the specific tasks identified in the applicable SOW (including entering Payroll Information and submitting payroll runs for processing) as delegated by Customer.

“Authorized Submission” means an action taken by Workstream, in its capacity as Authorized Submitter, within the scope described in Section 3, including a deemed-approved payroll submission under Section 3.2.

“Add-On Services” means the optional services described in the applicable SOW, which may include garnishment administration or other supplemental services, each subject to the additional terms in Section 5 below.

“Service Provider” has the meaning given in the Payroll Terms and includes Check Technologies, Inc. (“Check”) or any successor third-party processor engaged by Workstream to process payroll payments and manage tax payments, distributions, withholdings, and filings.

 

2. Relationship to Payroll Terms; Role of the Service Provider

Managed Payroll Services do not change the identity or role of Workstream’s Service Provider. Check (or any successor Service Provider) remains solely responsible for processing payroll payments, managing tax payments, distributions, withholdings, and filings, and for Bank Account fund movement, in each case as described in the Payroll Terms.

Workstream’s role under Managed Payroll Services is limited to acting as Customer’s Authorized Submitter (as defined in Section 3) for purposes of collecting, reviewing, entering, and submitting Payroll Information to the Service Provider’s platform, and coordinating related workflows, on Customer’s behalf. Nothing in these Managed Payroll Terms or the applicable SOW shall be construed to make Workstream a licensed payroll service provider, money transmitter, reporting agent, Section 3504 agent, or professional employer organization.

 

3. Authorization; Workstream as Authorized Submitter

3.1 Authorized Submitter Designation

Customer authorizes Workstream to act as an Authorized Submitter for the sole purpose of performing the Managed Payroll Services described in the applicable SOW, including entering Payroll Information, reviewing and recommending resolutions for flagged exceptions, and submitting payroll for processing by the Service Provider. If Customer has selected one or more Add-On Services in the applicable SOW, this delegation extends to the corresponding tasks described in Section 5 for those Add-On Services. Customer’s delegation is limited to the tasks identified in the applicable SOW and is not intended to create a common-law agency, fiduciary, partnership, or employment relationship between the parties.

3.2 Approval Cutoff; Deemed Approval

Where the applicable SOW provides that a payroll run will be deemed approved if Customer does not respond by the stated cutoff, Customer expressly authorizes Workstream, as Authorized Submitter, to submit that payroll run for processing without further Customer action. Actions taken by Workstream pursuant to this Section 3, including such deemed-approved submissions, shall be deemed an Authorized Action of Customer for purposes of Section 3.7(c) of the Subscription Agreement, and shall have the same effect as if Customer had provided a written signature authorizing the applicable payment, filing, or other action, as contemplated by that Section.

For the avoidance of doubt, Customer’s authorization under this Section addresses the validity of Workstream’s authority to submit a payroll run on Customer’s behalf. It does not constitute Customer’s acceptance of the accuracy of any Workstream-entered Payroll Information, and does not limit Workstream’s responsibility for errors, omissions, or delay in the performance of Managed Payroll Services directly caused by Workstream’s own acts or omissions.

3.3 Scope Limitation

Workstream’s authority under this Section 3 is limited to the specific administrative tasks described in the applicable SOW. Workstream has no authority to make policy decisions on Customer’s behalf, including decisions regarding PTO policy, benefits eligibility, or pay rate determinations, which at all times remain Customer’s sole responsibility.

 

4. Data Entry and Accuracy

4.1 Customer-Furnished Data

To the extent Payroll Information originates from Customer (e.g., new-hire forms, rate changes, or policy elections), Section 3 of the Payroll Terms continues to apply without modification, including Customer’s representations regarding accuracy and Customer’s waiver of claims for inaccuracies in Customer-furnished data.

4.2 Workstream-Entered Data

To the extent Workstream personnel enter, transcribe, or calculate Payroll Information on Customer’s behalf based on accurate and timely source data or system access Customer has provided (for example, transcribing hours from a point-of-sale or time-tracking system), any resulting inaccuracy attributable to Workstream’s own transcription, calculation, or data-entry error is not subject to the waiver and release described in Section 3(B) of the Payroll Terms.

4.3 No Change to Source Data Obligations

Nothing in this Section 4 relieves Customer of its obligations to provide accurate and timely source data, time and attendance records, and policy elections as described in the Payroll Terms and the applicable SOW.

 

5. Add-On Services

5.1 General

If Customer selects one or more Add-On Services, the additional terms in this Section 5 apply to those Add-On Services in addition to the general Managed Payroll Terms.

5.2 Garnishment Administration

Workstream’s garnishment administration activities (order intake, calculation, remittance instruction to the Service Provider, and agency correspondence) are performed based on the garnishment orders and related information that Customer or the issuing agency provides. Workstream will use commercially reasonable efforts to calculate withholding amounts in accordance with applicable federal and state garnishment law, including order-priority rules, based on the information available to it. Customer remains responsible for forwarding garnishment orders and related correspondence within the time frames specified in the SOW, and for the accuracy of employee identifying information needed to match orders to employees.

 

6. Managed Payroll Services Errors

Workstream’s liability for errors, omissions, or delay in the performance of Managed Payroll Services, and the applicable standard of performance, are governed by the Subscription Agreement. This Section 6 sets forth the specific remedies and exclusions applicable to Managed Payroll Services.

6.1 Remedies

Workstream will correct any error, omission, or delay in the performance of Managed Payroll Services directly caused by Workstream’s own act or omission at its own expense, including any off-cycle processing and reasonable bank fees directly resulting from the error. If an error or omission results in a federal, state, or local tax penalty or interest assessment against Customer for a period serviced under Managed Payroll Services, Workstream will reimburse Customer for such penalty or interest, provided Customer promptly notifies Workstream of the applicable notice in accordance with Section 3(H)(iii) of the Payroll Terms and reasonably cooperates with Workstream in any related response or abatement request.

6.2 Exclusions

Workstream is not responsible for, and the remedies in this Section 6 do not apply to, errors, delays, or penalties resulting from: Customer’s inaccurate, incomplete, or untimely data or instructions; Customer’s failure to fund the Bank Account; Customer’s failure to respond by an approval cutoff; or any event identified as excluded in Section 7.1 of the applicable SOW.

 

7. Term; Interaction with SOW

These Managed Payroll Terms remain in effect for so long as an Order and SOW for Managed Payroll Services is in effect between the parties. Termination or expiration of a specific Add-On Service under the applicable Order and SOW terminates the corresponding provisions of Section 5 without affecting the remainder of these Managed Payroll Terms.

 

8. No Effect on Base Payroll Terms

Except as expressly modified by these Managed Payroll Terms, the Payroll Terms remain in full force and effect, including with respect to any self-service functionality Customer continues to use alongside Managed Payroll Services (for example, employee self-service portal access).