Payroll Tax Management Full-Service Terms and Conditions

Last updated October 7, 2024

 

These Payroll Tax Management Full-Service Terms (these “PTM Full-Service Terms”), together with the Terms of Service Agreement available at https://asuresoftware.com/about/terms (the “Universal Terms” and, together with these PTM Full-Service Terms, the “PTM Full-Service Agreement”), set forth the terms and conditions under which Asure Customer & IP HoldCo LLC (including any applicable affiliate, “Provider”) agrees to provide to User certain payroll tax processing, management and other related services as set forth on the applicable Sales Order (the “PTM Full-Service”).

 

These PTM Full-Service Terms are “Service Terms” under the Universal Terms. Capitalized terms used but not otherwise defined in these PTM Full-Service Terms shall have the meanings ascribed to such terms in the Universal Terms. The PTM Full-Service Agreement is a legally binding agreement between User and Provider. User is encouraged to read the PTM Full-Service Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these PTM Full-Service Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the PTM Full-Service Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” (as defined in the Universal Terms) also refers to that business or individual. By (i) executing the applicable Sales Order for PTM Full-Service, or (ii) accessing or using the PTM Full-Service, User accepts the PTM Full-Service Agreement, and User agrees, effective as of the date of such action, to be bound by the PTM Full-Service Agreement.

 

1. PTM Full-Service Terms Governed by Universal Terms.

 

The terms and conditions of the Universal Terms agreed to in connection with the execution of the Sales Order, 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 User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Universal Terms shall remain in full force and effect to the full extent provided therein.

 

If the terms and conditions of these PTM Full-Service Terms conflict with the terms and conditions of the Universal Terms, the terms and conditions of these PTM Full-Service Terms shall control with respect to the provision of the PTM Full-Service.

 

THE UNIVERSAL TERMS, AVAILABLE AT HTTPS://ASURESOFTWARE.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF PROVIDER’S LIABILITY, PROVIDER’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE PTM FULL-SERVICE AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

 

2. PTM Full-Service.

 

The PTM Full-Service includes impounding User’s funds; remitting tax payments to the relevant government authorities; and preparing and filing returns on behalf of User. At User’s request, Provider will hold power of attorney for and on behalf of User and will be responsible for all agency-facing communications such as responding to tax notices and tracers and amending returns. Provider is responsible for reconciling User’s funds.

 

3. License.

 

Provider grants User a limited, non-exclusive, non-transferable license to access and use the PTM Full-Service through its Authorized Users during the Term to process payroll taxes (the “License”). User acknowledges that it does not have the right to, and shall not permit User to, grant to any third party a sublicense to any right, title, or interest in or to the PTM Full-Service. Provider will provide, via electronic download, user guides and all other materials necessary for User to use the PTM Full-Service (collectively, the “PTM Documentation”). User may only copy the PTM Documentation for its internal business use to satisfy its reasonable internal needs and may not disseminate such PTM Documentation to third parties.

 

User shall not assign, loan, sublicense, or otherwise transfer the PTM Full-Service, or alter, modify, or adapt (or cause to be altered, modified, or adapted) the PTM Full-Service. User shall not, and shall cause its employees, contractors, and/or agents not to: (i) copy all or any portion of the PTM Documentation except as expressly permitted in this Section; (ii) modify, translate, or create derivative works based upon any of the PTM Full-Service; (iii) reverse engineer, reverse assemble, decompile, or otherwise attempt to derive source code from any of the PTM Full-Service or any part thereof; (iv) make any of the PTM Full-Service available to any unauthorized third parties; (v) perform, or release the results of, benchmark tests or other comparisons of any of the PTM Full-Service with other software, services, or materials; or (vi) use any of the PTM Full-Service other than in accordance with the terms and conditions of the PTM Full-Service Agreement.

 

The PTM Full-Service contains trade secrets of Provider and its suppliers, and User agrees to protect these trade secrets with as much care as User protects its own trade secrets and, in any event, at least with reasonable care. Title to the PTM Full-Service and all rights are reserved to Provider and its suppliers. User does not acquire any rights, express or implied, in the PTM Full-Service other than those specified in the PTM Full-Service Agreement. Any unauthorized use of the PTM Full-Service will be deemed to be a material breach of the PTM Full-Service Agreement. Without limiting the foregoing, use of the PTM Full-Service for internal development, quality testing, or any other non-production purpose is not authorized under the PTM Full-Service Agreement.

 

4. Tax Account.

 

An Authorized User shall approve and submit the Entry Information (as defined below), thereby authorizing Provider to create and transmit credit or debit entries (the “Entries”) necessary to process User’s payroll tax transactions. User acknowledges that it is solely responsible for all Entry Information provided to Provider. User agrees to implement and maintain reasonable safeguards to protect against: (i) any unauthorized access to confidential information being stored, processed, or transmitted in connection with Entries, and (ii) submission of fraudulent Entries purportedly on User’s, or User’s, behalf.

 

5. Entry Information.

 

“Entry Information” means any information provided to Provider in connection with the Services, including but not limited to information provided by User, Authorized Users, authorized representatives, User’s employees, or User’s independent contractors, including, but not limited to, the information used to impound User’s funds; remit tax payments to relevant government authorities; prepare and file returns; respond to tax notices and tracers; and amend returns (in each case, if applicable).

 

Provider will notify User when all information necessary to begin the Services has been received and the enrollment process for the Services has been completed. Prior to providing the Services, User shall review the Entry Information for completeness and accuracy. User must correct or provide, respectively, any incorrect or missing Entry Information. User is fully responsible for the accuracy of all information User provides, submits, and/or approves (whether provided directly or through Authorized Users or authorized representatives), and User is solely responsible for any Claims, including but not limited to Internal Revenue Service (“IRS”) penalties and/or interest, and other penalties and/or interest arising from the failure to timely provide and maintain accurate and complete Entry Information at all times.

 

User agrees that: (i) User approves all Entry Information; (ii) User represents and warrants to Provider that no Entry Information submitted to Provider will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Department of the Treasury or any other applicable laws, rules, or regulations; (iii) User waives and releases any Claim against Provider arising out of any errors or omissions in the Entry Information which User has not corrected (whether directly or through Authorized Users or authorized representatives) or has not requested User to correct; and (iv) User acknowledges that 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 User. Provider will not have any responsibility for verifying the accuracy of any data User provides.

 

User acknowledges, agrees, and understands that (i) any information or instructions (including but not limited to Entry Information and Entries) communicated to Provider by User, an Authorized User, or an authorized representative (or anyone that Provider reasonably believes to be User, an Authorized User, or an authorized representative) will be deemed fully authorized by User, and User shall be fully responsible for the accuracy of such information and instructions, and any Claims, including but not limited to any IRS penalties and/or interest or other penalties and/or interest arising therefrom; and (ii) notwithstanding such deemed authorization, Provider may in its sole discretion refuse to accept or act upon any such instructions.

 

Provider, its employees, and agents will only collect, use, and disclose data furnished by User or produced by Provider under this Agreement in accordance with Provider’s Privacy Policy.

 

6. Technical Expertise.

 

User represents that it has and will maintain the technical expertise to accurately calculate and transmit periodic, quarterly, and/or annual payroll tax processing data and related Entry Information for itself and the User (the “Master File”) to Provider and to research and resolve tax notices with taxing authorities. Provider shall supply to User the required procedures, specifications, and format for payroll tax data and transmissions.

 

7. Master File and Set Up.

 

User shall maintain and transmit the Master File to Provider in order for Provider to process payroll taxes in a method compliant with taxing authority requirements. User must submit the Master File a minimum of four (4) banking days prior to the first payroll check date to be processed by Provider. Late set ups/installations shall be subject to additional fees. User must verify the accuracy of each submitted Master File with the User and is responsible for the accuracy of such Master Files.

 

8. Required Forms.

 

User shall, and shall also require each User to, complete any and all documentation required by Provider at Provider’s discretion to ensure compliance with any and all federal, state, or local laws, rules, or regulations, or requirements of its banking partners or NACHA, including but not limited to Anti-Money Laundering/Bank Secrecy Act (“AML/BSA”) laws, “Know Your Customer” rules, and OFAC rules and regulations, including, but not limited to: (i) IRS Form 8655 (Reporting Agent), (ii) IRS Form 8821 (Tax Information Authorization), (iii) IRS Form 2848 (Power of Attorney), (iv) any required State power of attorney form, (v) the ACH Authorization Agreement provided by Provider, and (vi) Provider’s AML/BSA “know your customer” compliance documentation in place from time to time or as modified. Provider has no obligation to provide services if User, on behalf of the User, has not provided accurate and complete tax data. Provider has no obligation to provide services unless each applicable User has funded their designated bank accounts with amounts necessary to cover all required payroll tax payments under the PTM Full-Service Agreement, no later than 5:00 pm Central Time two (2) full banking days prior to each scheduled payroll date (“Funding Deadline”). In no event may User enter into a contract with a User that includes a funding date deadline that is later than the Funding Deadline.

 

9. User Registration/Enrollment.

 

User hereby accepts responsibility for and shall cause all User to register with applicable federal, state, and/or local taxing authorities for Employer Identification Number(s) and electronic pay and file service where required. User shall include all tax authority PINs in the Master File. Failure to provide relevant Employer Identification Number(s) and/or tax authority PINs voids Provider’s responsibilities hereunder.

 

10. Processing Responsibilities.

 

User shall transmit to Provider all tax data files in accordance with Provider’s current specifications. User agrees to implement any updates to Provider’s specifications within four (4) weeks of receipt of each published revision. User agrees to transmit the required periodic payroll tax data files to Provider prior to the Funding Deadline. User agrees to transmit the reconciled quarterly payroll tax data files with appropriate wage details on or before the tenth (10^th) day of the month following the end of the calendar quarter. Late receipt of said quarterly data is subject to applicable late fees set forth on the applicable Exception Fee schedule located at https://www.asuresoftware.com/exception-fee-schedule and as may be amended from time to time (the “Exception Fee Schedule”).

 

Provider will produce and file the federal and state tax reports. Provider will generate and submit all federal, state, and/or local tax deposits and returns for User in accordance with the taxing authority requirements, based upon the payroll tax data transmitted and approved by User. In all instances the payroll check date shall determine the quarter end tax liability date for payroll tax purposes. Provider’s obligation to perform its services hereunder in a timely manner is contingent upon: (i) the accuracy of the payroll tax data and Master File; (ii) the transmission and timely approval of all tax data files by User; and (iii) the successful collection of funds to cover any tax liabilities. Any penalties and interest which result from errors or omissions of User or User shall be the responsibility of User. User, and not Provider, has full liability for unfunded amounts for payroll tax liabilities, plus fees, costs, penalties, and interest. In the event of a non-sufficient funds (“NSF”) transaction in User’s Bank Account or a User, Provider will contact User and Provider will debit User’s account for the unfunded amounts, fees associated with NSF charges are set forth on the applicable Exception Fee Schedule, plus all applicable bank fees at any time after Provider receives notice of the NSF. User, and not Provider, is responsible for all NSF bank fees and penalties and unfunded payroll tax amounts.

 

11. File Approval.

 

User acknowledges and agrees that all payroll tax files (periodic, quarterly, annual, or other files) transmitted to Provider require the approval of User. If User fails to approve the file transmitted, User directs Provider to place such payroll tax file on hold and to refrain from processing the files until Provider receives User approval.

 

12. User Tax Impound Account Reconciliation.

 

Provider will be responsible for ensuring that the account designated by each User on the applicable “ACH Authorization Agreement” from which payroll tax or wage garnishment liabilities are impounded is reconciled and that all tax funds of User are accounted for.

 

13. Quarter End Balancing.

 

User shall be fully responsible for all quarterly and annual payroll tax data and shall ensure that said data is balanced and that any and all variances are reconciled at the end of each quarter.

 

14. Tax Notices/Tracers/Amended Returns.

 

User acknowledges and agrees that User shall assume responsibility for penalties and interest caused by inaccurate and untimely data and/or funds provided to Provider by User or any of the User.

 

Provider will be responsible for researching and responding to all taxing authority notices and tracers (but only if tax notices received by User are provided to Provider within 10 business days), preparing and filing all amended returns (but only if User provides Provider with at least 30 days’ notice of any applicable filing deadlines), and handling other related responses of any nature and kind.

 

15. Customer Service.

 

Provider shall provide customer service to all of the User. Provider shall make every effort to promptly respond to all requests to provide technical support to User if more detailed or definitive tax assistance is required. Additional training and non-standard support required by User may be subject to additional charges, including, but not limited to, those set forth on the applicable Exception Fee Schedule.

 

16. User Obligations.

 

User may enable access of the PTM Full-Service for use only by Authorized Users and solely for the business purposes set forth in the PTM Full-Service Agreement. User is responsible for any and all actions or inactions taken with or without User’s knowledge or consent, by Authorized Users in connection with the PTM Full-Service or the PTM Full-Service Agreement. Any such action or inaction of an Authorized User that would result in a breach of the PTM Full-Service Agreement, if undertaken by User, will be deemed a breach of the PTM Full-Service Agreement by User. User shall: (i) have sole responsibility for the accuracy, quality, and legality of all User Data and for obtaining all consents and permissions required for the use thereof in connection with the PTM Full-Service; (ii) prevent unauthorized access to, or use of, the PTM Full-Service; and (iii) notify Provider promptly of any such unauthorized access or use. User shall not: (i) use the PTM Full-Service in connection with committing tax fraud or otherwise in violation of applicable laws; (ii) send or store obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights, or material that infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party; (iii) send, upload, or otherwise provide or store malicious code; (iv) interfere with or disrupt the integrity or performance of the PTM Full-Service or the data contained therein; (v) violate or tamper with the security of any of Provider’s computer equipment or software or attempt to gain access to the PTM Full-Service or its related systems or networks; or (vi) insert or allow any data to be inserted relating to a person who is not physically residing in the United States or who does not have a Social Security Number or other US-issued identification number for tax purposes.

 

User assumes liability for and shall indemnify, save, and hold harmless Provider from any and all liabilities of any nature and kind that result from: (i) the provision by User to Provider of incorrect or late data submitted to the PTM Full-Service; (ii) the failure of User to provide any required signed agreements, forms, or authorizations upon request from Provider; (iii) any NSF transaction involving User’s or a User’s Bank Account, including full liability for unfunded amounts for payroll tax liabilities, plus fees, costs, penalties and interest; and (iv) any and all untimely, unbalanced, and or un-reconciled quarterly and annual tax data provided to Provider and filed with tax authorities by Provider on behalf of User and/or a User.

 

User is solely responsible for the content, accuracy, quality, integrity, reliability and legality of all data User or User provide to Provider to perform the PTM Full-Service. Provider is not responsible for User or any User’s failure to provide data in a timely or accurate manner.

 

User shall review payroll tax and disbursement records and other reports created through use of the PTM Full-Service for validity and accuracy and immediately notify Provider of any discrepancies or errors. User will immediately notify Provider of any such errors or inaccuracies. Any interest earned on float on User’s funds while retained by Provider shall inure to the benefit of Provider only. The extent of Provider’s liability for tax calculation and filing is the payment of penalty charges that solely result from errors by Provider. User’s failure to comply with the conditions of the PTM Full-Service Agreement relieves Provider of any liability for the proper execution of the PTM Full-Service.