Payroll terms | Workstream

The terms and conditions for Payroll Services (“Payroll Terms”) are incorporated into and shall become part of the Agreement entered into between Workstream and Customer and included in the definition of “Services”, pursuant to which Workstream will facilitate the provision of Payroll Services (as defined below) by Service Providers (as defined below) for Customer. The terms and conditions of these Payroll Terms apply in addition to, and not in lieu of, the terms and conditions set out in the Agreement.

The term “Payroll Services” includes Workstream’s provision of a platform that allows Customer to, through the service provided by Service Providers, automate payroll processes, including but not limited to input of paid-time off requests, hours worked, time-off and sick time, reimbursements, bonuses, calculate taxes and withholdings, review and submit payroll through direct deposit options, manage pre and post-tax deductions, automate quarterly and annual tax filings and payments, distribute end-of-year W-2 and 1099 documents, and supply Customer's employees with their personal payroll information and payroll payments as further described in the Documentation.

In the event of any conflict between these Payroll Terms and the Agreement, the terms and conditions of these Payroll Terms shall prevail. Capitalized terms in these Payroll Terms that are not otherwise defined in these Payroll Terms have the meanings given in the Agreement.

Workstream reserves the right to periodically amend these 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 Payroll Terms at Workstream.us/payrollterms.

1. Provisions of Payroll Services

A. General

Workstream agrees to use commercially reasonable efforts to provide Customer with the Payroll Services in accordance with these Payroll Terms. Customer agrees and acknowledges that Workstream and its Service Providers (as defined below) rely on information furnished by Customer to perform the Payroll Services. Workstream or its Service Provider is not responsible or liable for any errors or inaccuracies in information furnished by Customer (including its employees and/or independent contractors) or Customer’s failure to maintain original documents as legally required.

To the extent that Customer satisfies its obligations under the Agreement, including these Payroll Terms, including the payment of all fees associated with Customer’s use of the Payroll Services, transferring the necessary funds to Workstream’s Service Providers, ensuring that such funds are available to process payroll deposits (“Payroll Fees”) and providing all information requested by Workstream or its Service Providers necessary to provide the Payroll Services, Workstream will provide Customer the Payroll Services.

B. Expedited Payroll

Whether Customer initially qualifies for or continues to qualify for expedited payroll service is at the sole discretion of Workstream and its Service Provider, and Workstream has no obligation to provide expedited payroll services to Customer. Customer hereby agrees and acknowledges that in the event Workstream or its Service Providers determine that Customer or any payroll transaction is a potential credit risk, Workstream or the Service Provider may withdraw the offering of expedited payroll services at any time, and the Customer may be required to (1) transmit funds via wire transfer or other methods; (2) provide current bank statements; (3) provide additional payment(s) to be held in escrow; and/or (4) undertake any other action reasonably determined by Workstream or the Service Provider to mitigate such credit risk.

C. Pass-Through Fees

Customer hereby agrees and acknowledges that Workstream may charge certain pass-through fees and expenses from time to time with an effective date of no less than fifteen (15) days after such updates are posted on our website located at http://workstream.us/payrollfees.

D. Change in Service

Workstream will not materially decrease the functionality of the Payroll Services during the Subscription Term. Customer’s exclusive remedy and Workstream’s entire liability for a breach of this Section will be the correction of the deficient service that caused the breach of this Section, provision of comparable functionality, or if, Workstream cannot accomplish the foregoing in a commercially reasonable manner, Workstream may terminate the deficient service and refund Customer the Fees for the terminated Services that Customer prepaid to Workstream, prorated to cover the remaining portion of the Subscription Term following written notice from Customer of the breach of this Section. For the avoidance of doubt, to the extent there is a conflict between the terms of this Section and the Agreement, the provisions of this Section shall control.

E. Third-Party Service Providers

Workstream has engaged and may engage various third-party service providers (“Service Providers”) to assist us in providing the Payroll Services. Specifically, Workstream engages Check Technologies, Inc. (“Check”) to process payroll payments and manage tax payments, distributions, withholdings, and filings. To use the Payroll Service, Customer must agree to such Service Provider’s terms, including Check’s terms of service and payroll user service terms, as applicable. By using the Payroll Services, Customer agrees to Workstream’s use of Service Providers, including Check’s services to operate the Payroll Service. Customer acknowledges that Workstream is not a licensed payroll services provider, reporting agent to the Internal Revenue Service, Section 3504 agent or professional employee organization and certain parts of the Payroll Service are operated through such Service Providers, including Check and governed by Check’s terms of service. Customer shall timely pay all Payroll Fees to ensure that Workstream and its Service Providers can timely operate and process the Payroll Service.

Workstream uses Check to assist us in providing certain services including Payroll Services, and to provide a technical connection and data to other Services provided by third parties. When Check is not the direct provider of a Service, including but not limited to health insurance, business insurance, and retirement savings plans, Check is responsible for the technical integration and providing authorized data only and neither Workstream nor Check is responsible for any action or decision made by a third-party entity related to these services.

F. Payroll Service Acknowledgement

In performing the Payroll Services, Customer acknowledges and agrees that (1) Workstream is not acting in a fiduciary capacity for Customer and/or Customer’s business; (2) using the Payroll Service does not relieve Customer of Customer’s obligations under local, state, or federal laws or regulations to retain records relating to Customer’s data contained in Workstream’s files; (3) any information or advice that Workstream or its Service Provider provides in connection with the Payroll Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice; and (4) the Payroll Services may not include all functions necessary for Customer’s operations or for Customer to meet all federal, state, provincial and local payroll reporting obligations applicable to the Customer.

Customer acknowledges and understands that in providing the PayrolServices, Workstream and its Service Providers acts as an intermediary between Customer and its employees and/or independent contractors specifically and solely with respect to the delivery of the Payroll Services.

2. Bank Accounts and Authorizations

Customer authorizes Workstream to provide to Service Providers and the Service Providers to initiate debit or credit entries to Customer’s bank account (“Bank Account”) at the depository financial institution Customer provides to Service Providers (the “Bank”) and Customer agrees to provide the Service Providers and/or the Bank, as applicable, with any additional authorizations or information such party may require in relation to the provision of Payroll Services. These authorizations will remain in full force and effect until Customer provides Workstream with written notice of termination of any such authorizations in such time and such manner as to afford Workstream, its Service Providers and the Bank a reasonable opportunity to act upon such notice. Customer acknowledges that the failure to provide these authorizations or the termination of the authorizations for any reason may result in Workstream’s immediate termination of Customers access to the Payroll Services.

To the extent Customer provides its employees’ or contractors’ bank account information to Workstream or its Service Providers, Customer hereby represents and warrants that it has obtained consents and authorizations from such individual as required by law to allow the Service Providers to credit and, as legally necessary to correct an error or overpayment, debit funds from those employees’ or contractors’ accounts. Customer hereby agrees to provide proof of such consent to Workstream upon request.

Customer hereby agrees that Workstream shall not be responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions.

Amounts Due (as defined below) will be held for Customer’s benefit in accounts at financial institutions until such time as those payments are due to Customer’s employees and/or independent contractors (and in the case of Payroll Services, the appropriate taxing agencies), and no interest will be paid to Customer on these amounts. Customer acknowledges that Workstream and its Service Providers, as applicable, are acting only as Customer’s authorized ‘Third-Party Sender’ (as defined in the National Automated Clearinghouse Association (“NACHA”) Rules) with respect to funds held in such bank account, and that Workstream or its Service Providers have no access to or control over such funds.

Payroll Services will enable Customer to enter, approve, and submit Customer information for creation, formatting, and transmission of entries in accordance with the NACHA Rules and Article 4A of the Uniform Commercial Code as amended from time to time (“UCC”). Workstream or its Service Providers may, upon notice to Customer, reject information or entries that do not comply with the requirements in these Terms, NACHA Rules, or the UCC.

Customer acknowledges it is the Originator (as defined in the NACHA Rules) of each entry or transaction, and assumes the responsibilities and liabilities of an Originator under the NACHA Rules. Customer further acknowledges that under the NACHA Rules and the UCC, Workstream or its Service Providers (as applicable) as a Third-Party Sender (as defined in the NACHA Rules), are required to make certain warranties on behalf of the Originator with respect to each entry or transaction. Customer agrees to indemnify Workstream and its Service Providers against any claims which results, directly or indirectly, from a breach of such a warranty made by Workstream or its Service Providers on Customer’s behalf, unless such breach results solely from Workstream or its Service Providers’ (as applicable) own gross negligence or intentional misconduct.

3. Customer’s Representations, Warranties and Obligations,

A. Customer Warranties

Customer represents and warrants as of the date Customer initiates the Service and each payroll authorization that (1) the Customer has authorized Workstream to procure the Services from Workstream and its Service Providers and to make the Payroll Services available to Customer, and Customer has authorized Workstream to disclose Payroll Information to its Service Provider and for such Service Providers to disclose such data to the Bank; (2) all data provided to Workstream and its Service Providers by Customer is accurate; (3) at all times, Customer will require employees provide accurate and updated data to Workstream and its Service Providers through the Payroll Services (including without limitation data regarding wages, taxes, hours worked, location of services, and all other payroll-related information relevant to the Services); and (4) employees have authorized Customer to make the Payroll Services available to employees through the Payroll Services, and employees have authorized Customer to disclose Payroll Information to Workstream and its Service Providers in connection with these Terms and for Workstream and its Service Providers to disclose Payroll Information to the Bank.

B. Complete and Accurate Payroll Information

Workstream’s provision of the Payroll Service relies on Customer providing and uploading complete and accurate Payroll Information (as defined below) into the Payroll Service.

Customer shall upload complete and accurate Payroll Information into the Payroll Service and shall keep all Payroll Information up-to-date and accurate. Customer shall immediately correct any inaccurate or missing Payroll Information either through the Payroll Service or by contacting Workstream directly at help@workstream.is. When Customer uploads Payroll Information to the Payroll Service: (1) such upload constitutes Customer’s approval for the management and running of Customer's payroll and any other services contemplated by the Payroll Service; and (2) Customer waives and releases Workstream and its Service Providers from any claims related to the inaccuracy, errors, or omissions of the Payroll Information by Customer's employees, regulators, administrative agencies, or other third parties. Neither Workstream nor its Service Providers are responsible for the accuracy or completeness of any Payroll Information uploaded to the Payroll Service.

“Payroll Information” means any information provided to Workstream through the Payroll Service, including but not limited information to calculate and pay employee payroll, such as wage and salary information and hours worked, if applicable, paid-time off information, employee benefit information, bank information, information related to payroll tax obligations, such as Customer's employer identification number, unemployment insurance tax rates, payroll schedule, federal and state tax information, local powers of attorney (if necessary), and any other information provided by Customer and necessary for the provision of the Payroll Service. For the purposes of these Payroll Terms, such Payroll Information provided by Customer to Workstream shall be considered Customer Data.

C. Availability of Funds

Customer hereby agrees to maintain in Customer’s bank account (“Bank Account”) immediately available funds sufficient to cover all disbursements, fees, payroll taxes or any other amounts due (collectively, the “Amounts Due”) under these Terms.

Customer agrees and acknowledges that Workstream or its Service Provider shall not be liable for any claims directly or indirectly arising from a failure to pay Amounts Due to the applicable parties resulting from Customer’s failure to make sufficient funds available via the Bank Account. If there are not sufficient funds in the Bank Account, Workstream or its Service Provider may (1) require Customer to pay all outstanding disbursements to employees and independent contractors directly; (2) refuse to pay any unremitted payroll taxes to the applicable tax agencies, in which case Customer shall be solely responsible for the payroll tax liability; (3) pay some or all of the Amounts Due as requested, then take all appropriate actions as are necessary to recoup the funds from Customer, including via third-party collection agency or legal action; (4) repeat the debit attempt up to two additional times; (5) require current and/or future payments to be remitted through an alternative payment method; (6) refuse to perform further Payroll Services; and/or (7) terminate the Payroll Services effective upon notice to Customer.

In the event that Workstream incurs any financial obligations or liabilities resulting from Customer’s failure to make sufficient funds available, including any legal or collection fees incurred in the course of collecting Amounts Due from Customer, Customer hereby agrees to reimburse Workstream for all such amounts.

D. Customer shall obtain all necessary consents

Customer shall provide all notice and obtain all necessary consents from Customer's employees in order to include their personal information as Payroll Information in the Payroll Services and for the provision of the Services. While Customer is responsible to obtain all legal consents necessary to process payroll, make tax payments or withholdings, file tax documents, or any other action that is part of the Payroll Service, Workstream or Service Provider may provide assistance through the Services to collect and maintain any such consents.

E. Appointment of Payroll Administrator

Customer shall appoint at least one point of contact (“Payroll Administrator”) with which Workstream may communicate as needed to provide the Payroll Service. Customer may have the option to appoint more than one Payroll Administrator in Customer's discretion. Workstream will look solely to the Payroll Administrator(s) for any instructions, changes, authentication of information, and any other process to operate the Payroll Service.

Although the Service Provider may be authorized by Customer to act as Customer’s reporting agent with applicable tax authorities, Customer acknowledges and agrees that such authorization does not relieve Customer of its responsibility to (or from liability for failing to) ensure that all tax returns, tax deposits and payments are filed and made on a timely basis.

F. Timely Payment of All Payroll Payments

Customer shall ensure that Customer timely pay and make available all Payroll Fees. If Customer does not have sufficient funds available to satisfy payroll payments, Workstream may terminate the Payroll Service upon written notice. Further, Workstream and its Service Providers are not responsible for any failed payroll payments due to Customer's failure to ensure that funds are available to make all necessary payroll and tax payments.

G. Customer Compliance with All Legal Obligations

Customer is required to satisfy all legal obligations before Customer begins using the Payroll Service, including but not limited to deposits of all federal, state, and local withholding liabilities, payroll returns to tax agencies due for tax liabilities, canceling any previous payroll services of professional employee organizations or leasing companies, submitting appropriate tax filings, and any other obligation or liability incurred prior to enrolling and using the Payroll Service and provide Workstream with documentation demonstrating its compliance upon request.

Customer does not currently and will not conduct business with any individual or entity that is subject to sanctions by the Office of Foreign Assets Control of the U.S. Department of the Treasury, businesses and individuals on other government-maintained sanctions lists, or businesses or individuals in comprehensively sanctioned jurisdictions, including Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic of Ukraine.

No payroll information submitted by Customer will result in the violation of any sanctions program of any U.S. government agency or any other applicable laws, rules, or regulations.

H. Certain Other Obligations

In addition to the obligations specified in these Payroll Terms and under the Agreement, Customer shall:

(i) follow instructions that Workstream or any Service Partner provides to Customer with respect to the Payroll Service;

(ii) provide accurate, timely, and complete information required for Workstream or any Service Provider to perform the Payroll Service and such other information as reasonable requested and shall ensure all information provided to Workstream or a Service Provider is accurate, timely and complete;

(iii) notify Workstream or any Service Provider of third-party notices, such as Internal Revenue Service penalty notices, which could affect Workstream or any Service Provider’s ability to effectively provide the Payroll Service or which could increase the likelihood that a Claim is brought against Workstream, Service Provider or Customer in connection with the Payroll Service;

(iv) authorize Workstream and its Service Providers and Bank to use Payroll Information;

(v) immediately provide to Workstream the revised Payroll Information in the event of any changes or updates. Customer hereby waives and releases any claim against Workstream and shall be liable for any complaints arising out of or relating to any errors or omissions in the Payroll Information, including without limitation, payroll information which Customer has not corrected or has not requested Workstream or Service Provider to correct in an appropriate and timely manner;

(vi) provide all information to Workstream and its Service Providers to satisfy due diligence obligations as required by applicable laws or in accordance with Workstream, Service Provider’s or bank’s policies and procedures;

(vii) cooperate with Workstream or its Service Providers in investigating any fraudulent or illegal transactions and with the recovery of funds erroneously issued or transferred to any payee or credited to any payee’s account, or to remedy any other errors occurring due to fraud, mistake, or erroneous or changed payment information;

(viii) remit any federal, state, and local liabilities incurred prior to enrolling in the Payroll Services and to submit any payroll returns to tax agencies that were due for payroll tax liabilities incurred before using the Payroll Services;

(ix) allow Workstream or its Service Providers to provide, all communications, disclosures and obtain written authorizations from Customer and its employees as required by a legal or regulatory authority, required by law or regulation, or reasonably determined by Workstream or its Service Providers to be necessary for the effective and compliant operation of the Services and provide Workstream or its Service Providers with evidence of such disclosures, consents, and authorizations, reflecting the date, time, and content of the disclosure and, as applicable, the validity of the consent or authorization; and

(x) comply with at all times the terms of service or other applicable agreements of the Service Provider applicable to the Customer.

4. License Payroll Information

Customer hereby consents and grants Workstream and its Service Providers’ a limited, transferable, sub-licensable, royalty-free, revocable, non-exclusive license to use and access the Payroll Information to provide the Payroll Service. Customer's license to Workstream and its Service Providers includes the right to use and disclose Payroll Information and such other Confidential Information in an aggregated, de-identified, or anonymized manner to perform analytics, improve the Payroll Services, for any other legal purpose or pursuant to the applicable privacy policy of Workstream or such Service Provider.

5. Indemnification

In addition to the other provisions of the Agreement, Customer shall defend, indemnify, and hold harmless Workstream, and Workstream’s employees, officers, directors, agents, subsidiaries, affiliates, representatives, successors, and assigns (collectively “Workstream Parties”) from any actual or threatened third-party claim arising out of or based upon (1) Customer’s use of the Payroll Services in violation of the these Terms, infringes upon any patent, copyright, trademark, trade secret, or other proprietary right of such third party (including any rights of publicity or privacy); (2) missed, delayed, or inaccurate payments to employees and/or taxing authorities resulting from Workstream’s, its Service Providers or Bank’s use of or reliance on information or data furnished by Customer except in the event arising from Workstream, Service Provider or Bank error; (3) resulting from Customer’s access to and use of the Services inconsistent with Workstream or Service Provider requirements or instructions; (4) actions taken by Workstream, Service Provider or Bank in connection with the Services or these Terms at the direct request or instruction of Customer which are inconsistent with the Services being provided under these Terms; (5) resulting from Customers’s gross negligence, fraudulent activity, or willful misconduct, (6) Customer and Customer's Payroll Administrator’s use of the Payroll Service, including without limitation any claim by Customer's employees or any governmental entity based on the inaccuracy, untimeliness, or incompleteness of any Payroll Information, (7) a Security Event (as defined below) where the Security event is directly attributable to the Customer’s negligence or failure to adhere to its own cybersecurity policy or breach of this Agreement, (8) Customer's failure to comply with any of the provisions of applicable law, and (9) Customer's breach of any of the provisions of these Payroll Terms. “Security Event” means the unauthorized acquisition of, inadvertent disclosure of or access to any Personal Information, including due to access or use by an unauthorized person or due to unauthorized use by an authorized person.

Customer's indemnification obligations under these Terms include: (x) all damages, costs, and attorney fees finally awarded against the Workstream Parties in any proceeding under this Agreement; (y) all out-of-pocket costs (including reasonable attorney fees) reasonably incurred by the Workstream Parties in connection with the defense of such proceeding (other than when Customer have accepted defense of such claim); and (z) if any proceeding arising under this Agreement is settled, any amounts to any third party agreed to by Customer in settlement of any such claims. The Workstream Parties may control, in their sole discretion, the defense or settlement of any third-party claims.

6. Effect of Termination or Suspension of Payroll Service

Termination of Payroll Processing Services

If either party terminates the Payroll Service, Workstream is not responsible and has no obligation to make further payroll payments, tax payments, withholdings, or filings, or any other actions that occur as part of the Payroll Service.

Suspension of Payroll Processing Services

Customer agrees and acknowledges that Workstream may, in its sole discretion, suspend or terminate provision of Payroll Services when doing so would reasonably be expected to mitigate an actual or suspected security breach or threat, or in the event Workstream or its Service Providers determine that the provision of Payroll Services would violate applicable laws or create undue risk for Workstream or its Service Providers.

Effect of Termination

Customer acknowledges that if either party terminates Customer's access to the Payroll Service or such access is suspended, Customer shall immediately make other arrangements to process Customer's next scheduled payroll to Customer's employees and timely make any tax or other elections as necessary to keep Customer's company and Customer's employees in compliance with all applicable laws.