- This Payroll Service Agreement (the “Agreement”) is made and entered into by and between the business named above (“Company”) and Accuchex Corporation ("Processor"). This Agreement contains the terms and conditions that govern the use of, and the terms and conditions upon which Processor will provide to Company, certain payroll processing, payroll tax service and other related services.
1. Tax Service
- Accuchex Corporation offers a service for timely filing of various employers’ federal, state, local, and unemployment obligations. As a prerequisite for this service, Accuchex Corporation requests that the Company agree to the following:
- Company authorizes Accuchex Corporation to have limited power of attorney to sign and send timely all obligations and signed forms to the appropriate governmental and banking agencies.
- Company shall comply with and be subject to the operating rules of NACHA governing electronic funds transfers; as such rules shall be in effect among participant banks and the Federal Reserve Bank of San Francisco. Accuchex Corporation will utilize the CAACH system to transfer funds between the Company and Accuchex Corporation.
- Company hereby agrees to indemnify and hold harmless each participant bank, NACHA, and Accuchex Corporation from any claim incident to the operation of this plan arising from any act or omission of the Company.
- Company agrees to provide accurate ID numbers and other registration information necessary for the electronic payment of payroll taxes within 30 days of employment within each jurisdiction. This includes timely execution and return of Power of Attorney (POA) and other registration forms. Failure to provide this information timely may result in additional fees as compliance with agency requirements is otherwise impossible. If ID numbers and or applicable POA are not received within 30 days, the following fees will apply: 31-60 days $50 per payroll, 61+ days $100 per payroll. Company further agrees to absolve Accuchex of any liability resulting from a delay of transferred information.
- Company shall forward payroll tax notices to Accuchex Corporation immediately upon receipt from taxing authorities. (E-Fax 415-532-2806 or ACXTAX@Accuchex.com)
- Accuchex Corporation requires that Company make available the total amount of aggregate taxes and UI funds for each payroll in a designated account at least 2 days prior to check date.
- Company’s said account shall be debited for the aggregate total of the taxes and UI funds and credited to Accuchex Corporation the day before the designated pay date. These dollars will be held by Accuchex Corporation until such taxes are due as mandated by federal, state, and local regulations.
- Company hereby agrees that if sufficient funds are not so available, NSF fees will be charged and Accuchex Corporation may terminate Company from all Electronic Transfer Services effective immediately. Company will become responsible for all tax deposits and filing due then and thereafter with related penalties and interest. Accuchex Corporation will have no further obligation to Company or third party with respect to tax filing. Accuchex Corporation reserves the right to deduct any outstanding monies owed to Accuchex Corporation from the Company’s escrow tax funds.
- Company accepts complete responsibility for the depositing of all payroll tax liabilities, including all UI taxes for prior quarters, incurred prior to commencement of payroll tax service. Company will submit any payroll returns to tax agencies (state, federal, and/or local) that are now due.
- Company will cancel any prior payroll service or leasing agency and inform them how to handle the taxes according to this documentation. Company will instruct prior processor to refund any withheld but un-deposited FUTA (federal unemployment) and SUI (state unemployment) for the current quarter.
- Accuchex will debit Company’s designated account for all current quarter FUTA and/or SUI unless instructed otherwise.
- It is Company’s responsibility to submit complete and accurate information to Processor in connection with the Service. Any penalty or interest incurred due to inaccurate information provided by Company will be the sole responsibility of Company. Company further agrees to hold Processor harmless from such liability. Processor, at its option, may decide not to file Company’s payroll tax returns, pay Company’s payroll taxes or otherwise process Company’s payroll if there are any unresolved issues with any information requested by Processor or submitted by Company. Processor’s sole liability and Company’s sole remedy for Processor’s negligent failure to perform the payroll tax portion of the Service shall be (i) Processor will remit the payroll taxes received from Company to the appropriate taxing authority and (ii) Processor will reimburse Company or pay directly to the appropriate taxing authority any penalties resulting from such negligent error or omission by Processor.
2. Direct Deposit
- Pursuant to the terms of this agreement, Company requests, authorizes, and instructs Processor to initiate Deposits/Credits on behalf of Company via the Automated Clearing House Association ("A.C.H."). Accuchex reserves the right to select a bank of its choice to act as the Originating Depository Financial Institution (ODFI) with respect to such entries. Processor will act as transmitter for Company and will initiate Debits/Credits according to the Corporate Trade Payment Entries ("Rules"). Now, therefore, in consideration of the mutual promises contained herein, Company and Processor agree as follows:
- Transmittal of Entries - Processor will maintain in good working order the computer system and auxiliary equipment to ensure speedy and accurate transmissions of Debit/Credit data. A.C.H. transactions will be made in machine readable media in all possible transmissions. Auxiliary equipment will remain available as the secondary transmission method to protect from possible delays caused by unforeseen situations inherent to the system. By sending instructions in either manner, Processor agrees to use due diligence in maintaining security and confidentiality of all matters related thereto.
- Company Responsibilities - Company agrees to make available to Processor completed payroll data no later than 1:00PM PST two business days prior to Company payroll check date. Company understands all depository institutions must be a member of the ACH Assoc. (Automated Clearing House Association) to ensure successful receipt of employee funds. To instruct employees of all Direct Deposit considerations, including but not limited to proper completion of employee Direct Deposit Authorization, immediate notification of any and all changes to designated Direct Deposit accounts and employee’s responsibility to verify availability of funds prior to any attempt of debit.
- Company hereby agrees to indemnify and hold Processor and ODFI harmless from and against any and all liability, claims and damages, including without limitation attorneys' fees and costs, based on Processor's receipt of, and action taken in connection with, information inaccurately transmitted to Processor by Company. Company shall be fully responsible for all transactions resulting from Company-authorized requests for transmissions. Company agrees to verify all Company employee data and to immediately provide to Processor any corrections to Company employee data. Company shall further hold Processor and ODFI harmless from and against any and all liability, claims, and damages, including without limitation attorneys' fees and costs, resulting from Company's failure to make sufficient funds available for credit to Processor's account to cover transmissions made by Processor upon Company's authorized instructions; provided, however that Processor shall be liable for damages resulting from Processor's own gross negligence or bad faith conduct. Processor shall not be liable to Company or Company's employees for reimbursement of Bank service fees.
- Availability of Funds - Company agrees to immediately transfer or make available funds equal to the amount of net payroll to employees, two days prior to check date. Company's failure to comply with the time conditions of this agreement may delay the timely deposit of funds into each account. This contract relieves Accuchex of any liability for the proper execution of "Direct Deposit".
- Processor may elect not to act on transmission of payroll data if Processor is unable to obtain proper verification satisfactory to Processor, and if Processor determines that transmission may result in losses to Processor. Delay by Processor is excused by interruption of communication facilities, strikes, emergency conditions, or other circumstances beyond its control.
3. Bank Authorization
- Said charges will be initiated by Accuchex Corporation, and if Bank does not or cannot honor such charges, or if Bank is notified by Company regarding any authorized deductions, including electronic deductions, Bank is additionally instructed to contact Accuchex Corporation immediately at (877) 422-2824 and notify Accuchex Corporation of the circumstances. Company hereby agrees to the terms. This authorization shall remain in effect until revoked in writing by company. Companies choosing Trust Account Access will have funds debited from the indicated account 3 business days prior to the payroll check date.
- Processor may, without demand, debit the Account for any amount payable by Company to Processor under this agreement, including Processor’s service fees.
- If sufficient funds are not available, NSF fees will be charged as follows: $150.00 1st time, $250.00 2nd time, $300.00 3rd time.
- Signature on this agreement will constitute acceptance of these terms by Company. This agreement will remain in effect until termination by either party within thirty (30) days of written notice.