Payroll Order Form Terms & Conditions

Payroll Order Form Terms & Conditions

These Order Form Terms and Conditions are part of the Order Form (referred to jointly as this “Agreement”) executed by Customer with Asure Software, Inc., and are subject to the terms of the Master Agreement between the parties. The initial term of this Agreement shall commence on the date the Order Form is fully executed by both parties and shall not be cancellable by Customer prior to the First Anniversary Date as defined below. All terms not defined herein shall have the meanings given in the Master Agreement. In the event of any conflict between the terms of this Agreement and the Master Agreement, the Master Agreement shall control.

1. Definitions

“ACA Services” means the information reporting services provided by Asure to Customer to assist it in complying with the employer shared responsibility provisions of the Patient Protection and Affordable Care Act (“ACA”) and regulations thereunder with respect to reporting by applicable large employers to the Internal Revenue Service.
“ACH” means the automated electronic payment services that are subject to the operating rules of the National Automated Clearing House Association (“NACHA”). Asure and Customer each agree to comply with the NACHA rules applicable to them with respect to automated electronic payment services.
“Anniversary Date” means the annual renewal date of this Agreement, which occurs on October 31st each year.
“Authorized Tax Agencies” means the particular federal, state, and local tax agencies or jurisdictions for which Customer has elected tax-filing services as set forth in this Agreement, and for which Asure has been granted power of attorney by Customer.
“Carrier Reconciliation” means the process of verifying an Insurance Carrier’s monthly invoice to determine that Employee(s) and their associated Coverage (or lack thereof) and costs are matched to the associated records within the Service.
“Check” shall mean any and all documents produced, either in paper or electronic form, for the payment or recording of payments to an Employee.
“Coverage” means the Employee selection of Insurance Carrier plan type which dictates the premium cost and the scope of protection provided by the Insurance Carrier such as family, Employee only, Employee plus spouse, or Employee plus one child, Employee plus Children, etc.
“Fee Funding Account” means the designated bank account from which Customer authorizes Asure to withdraw funds to cover fees or other amounts owed for Customer’s use of the Service and in which Customer shall have sufficient funds available contemporaneously with available funds in the Payroll Funding Account.
“First Anniversary Date” means the Anniversary Date that occurs after twelve (12) full months of Production Use.
“Implementation Services” means services provided under a separately signed Statement of Work for initial configuration of the Service for Customer’s use as elected herein.
“Insurance Carrier” means a company issuing benefit insurance policy Coverage to Customer’s Employees.
“Human Resource Setup Policies” means setup policies provided by the Service relating to human resource related recordkeeping and reporting.
“Outsourced Services” means outsourced check printing, payment, tax-filing, complete pay, and year-end services as described herein.
“Payroll Funding Account” means the designated bank account from which Customer authorizes Asure to withdraw funds to cover Customer’s payroll related liabilities in which Customer shall have sufficient funds no later than three (3) banking days prior to payroll check date, (or as otherwise set forth in this Agreement), except when the payroll check date falls on a Saturday, Sunday or a bank holiday, in such case the funds must be available one banking day earlier. Customer may change its authorization to debit its Payroll Funding Account by executing and delivering to Asure a new authorization to debit and a voided check for any new account at least twenty (20) days prior to the effective date of such change.
“Payroll Setup Policies” means setup policies provided by the Service relating to payroll computations including but not limited to those responsible for earnings, earnings taxability, pre-tax deductions, deductions, taxes, and the assignment of those same policies to Employees.
“Prior Compensation” means the manual or automated data entry routines used to populate the Service en masse to result in closely matching the Service’s Employee payroll history and Employee quarterly and year-to-date balances for the current tax year to the Customer’s prior system of record.
“Production Use” means the date Service is first used by Customer to calculate, distribute, or record compensation to an Employee or for which the Service is used for any reason other than development, evaluation, and acceptance testing.
“Security Policies” means setup policies to grant or deny access to end users of the Service login and access privileges to the interactive web pages reports and the data records contained within the Service.
“Service” means, solely for the purpose of this Agreement, the entire functionality subscribed to by Customer herein.
“Software Services” means the provisioning of the Service functionality into logical groupings to facilitate partial or full subscription by Customer herein.
“Statement of Work” or “SOW” refers to a separate writing between the parties in which Customer engages Asure to provide implementation assistance, modifications or enhancements for Customer’s use of the Service. Each Statement of Work shall be agreed to by the parties in writing and shall at a minimum (i) describe the scope of work in detail, and (ii) establish a schedule and cost for completion and payment. Customer agrees that its use of the Service is conditioned upon its payment obligations as set forth in each Statement of Work.
“System Notifications” means features provided by the Service to advise end users of events, data elements, and actions that require attention. Customer assumes all security risks for transmission of System Notifications by standard email.
“Tax Agency Policies” means setup policies provided by the Service for tax rates, wage limits, and filing frequencies for Authorized Tax Agencies.
“Tax Funding Account” means the designated bank account from which Customer authorizes Asure to withdraw funds to cover Customer’s tax related liabilities in which Customer shall have sufficient funds no later than three (3) banking days prior to payroll check date, (or as otherwise set forth in this Agreement), except when the payroll check date falls on a Saturday, Sunday or a bank holiday, in such case the funds must be available one banking day earlier. Customer may change its authorization to debit its Tax Funding Account by executing and delivering to Asure a new authorization to debit and a voided check for any new account at least twenty (20) days prior to the effective date of such change.
Third-Party means a business entity to which receives payments originated by Customer by the process of aggregating employer or Employee Check deduction amounts through payroll processing for the purpose of conveniently remitting a single timely payment to such business entity.
“Time and Attendance Setup Policies” means setup policies provided by the Service for the collection of time and attendance data and related computations including but not limited to those responsible for punch rounding, labor distribution, shift premiums, holiday pay, overtime and the assignment of those same policies to Employees.
“Year End Filings” shall mean W-2, W-3, 1094C, 1095C, 1096, and 1099 Employee and Employer forms, as subscribed to by Customer.

2. General Terms

2.1. The Service and Outsourced Services shall be provided as set forth herein and Customer agrees to pay the fees for use of the Service and Outsourced Services in accordance with the fee schedule set forth herein and in the Order Form.
2.2. Customer is responsible to review and verify the Service’s Security Policies and System Notifications to ensure that they function as intended prior to Production Use. Subsequent to Production Use, Customer is responsible to review and verify that all changes to Security Policies and System Notifications are thoroughly tested prior to deployment in Production Use.
2.3. Asure shall not be responsible for Customer’s failure to supply information on a timely basis or actions taken or omitted by Customer or for inaccuracies resulting from inaccurate information provided by Customer.
2.4. Upon request, Asure may provide Customer additional training, customization, or consulting. Customer agrees to pay the fees for such services in accordance with the schedule set forth in this Agreement.
2.5. Customer shall promptly report via the CRM support issues, defects, and setup issues with the Service or Outsourced Services for which Customer requires assistance.
2.6. The initial term of this Agreement shall commence as of the execution date and shall continue until the First Anniversary Date. Thereafter, and unless either party delivers thirty (30) days written notice of non-renewal prior to each Anniversary Date, the term of this Agreement shall automatically renew for one (1) year periods on the Anniversary Date.
2.7. Monthly billing for the Service will commence with Production Use. Customer agrees to make best efforts to implement all subscribed Software Services within six (6) months of Production Use. Asure reserves the right, in its sole and absolute discretion, to delay Customer’s implementation of additional Software Services if Asure believes Customer is not adequately proficient in the use of the Software Services already implemented.
2.8. Prices in this Agreement will be effective for the initial term and thereafter shall be adjusted annually on the Anniversary Date or upon 30 days advance notice from Asure, but in no event shall any increase in annual aggregate amounts exceed the greater of six (6%) percent or Consumer Price Index (CPI).
2.9. Asure agrees to keep records of Customer and Employee transactions and all pertinent associated documentation for a period of three years after their creation, or such longer period of time as may otherwise be commercially reasonable, for the duration of this Agreement stored electronically or in original or scanned form within a Asure designated storage facility. Customer may request copies of such documentation from time to time and Asure shall make best efforts to supply such documents in a timely manner. Customer shall be obligated to reimburse Asure any applicable costs and fees for document retrieval requests. Asure shall have no responsibility to maintain such records after termination of this Agreement.

3. Software Services

If elected by Customer, the following Software Services will be made available for Customer’s use.
3.1. HR Software Services: HR Software Services is a system of interactive web pages to assist Customer in its human resource related recordkeeping and reporting. Customer shall ensure the accuracy of its Human Resource Customer Data. The HR Essentials Software Services shall function in accordance with the Documentation, as may be amended from time to time, and provide features to aid Customer with its compliance with federal and state laws and regulations applicable to Human Resources (except as stated otherwise in the Documentation).
3.2. Payroll Software Services
3.2.1. Payroll Software Services is a system of interactive web pages to assist Customer in payroll generation, recordkeeping, computations, and reporting. The Payroll Software Services shall function in accordance with the Documentation, as may be amended from time to time, and provide features to aid Customer with its compliance with federal and state laws and regulations applicable to payroll (except as stated otherwise in the Documentation).
3.2.2. Customer is responsible, prior to finalizing each payroll process, to use the interactive web pages and reports provided by the Service for the purpose of reviewing and ensuring the accuracy of the payroll time records, shift premiums, overtime calculations, gross-to-net calculations, labor distribution, general ledger, payroll and tax disbursements, payroll funding amounts, earnings, deductions, taxes, net pays, wage attachments amounts, taxable wages, and federal, state, and local taxes and the withholding thereof.
3.2.3. Customer is responsible to ensure the accuracy of the Prior Compensation and Payroll Setup Policies prior to Production Use. Subsequent to Production Use, Customer is responsible to ensure that all changes to the Service’s Payroll Setup Policies are thoroughly reviewed and tested prior to deployment in Production Use.
3.3. Time and Attendance Software Services
3.3.1. Time and Attendance Software Services is a system of interactive web pages to assist Customer in its time and attendance related recordkeeping and reporting. The Time and Attendance Software Services shall function in accordance with the Documentation, as may be amended from time to time, and provide features to aid Customer with its compliance with federal and state wage and hour laws and regulations (except as stated otherwise in the Documentation).
3.3.2. Customer is responsible to review and ensure the accuracy of its Time and Attendance Setup Policies prior to Production Use. Customer is also responsible to review and ensure the accuracy of time records, tips, service charges, and other data collected via web punch or time clocks. Subsequent to Production Use, Customer is responsible for ongoing review to ensure that changes to its Time and Attendance Setup Policies are thoroughly tested prior to deployment in Production Use.
3.4. Analytics Software Services: Analytics Software Services is a system of interactive web pages to assist Customer in reporting, graphing or otherwise analyzing Customer’s data stored within the Service. The Analytics Software Services shall function in accordance with the Documentation, and may be amended from time to time.

4. Outsourced Services

If elected by Customer, the following Payment, Tax-Filing, Check Printing, Year End, Complete Pay, Call Center Services will be made available for Customer’s use.
4.1. Payment Services
4.1.1. Payment services are banking services that (i) rely solely on timely and accurate Customer Data provided to the Payroll Service by Customer and (ii) facilitate the transfer of payroll-related funds from Customer’s designated bank accounts to Employee, third party, and Authorized Tax Agency designated bank accounts via ACH.
4.1.2. If Customer fails to finalize and submit its Time and Attendance data or payroll run in a timely manner then Asure shall have no liability for any failure to process Customer’s payroll or the corresponding ACH payroll transactions in a timely manner, or at all.
4.1.3. Customer shall maintain a sufficient balance in its Payroll Funding Account and its Fee Funding Account to cover its current payroll liabilities, all applicable Service fees, and charges to cover any NSF or miscellaneous service fees. If for any reason Customer’s bank refuses to honor an ACH draft, an NSF fee will be charged to Customer as Asure’s reasonable costs and Asure may immediately terminate this Agreement without written notice and without obligation to perform payroll processing or ACH payroll transactions, or to make then due or future payroll tax deposits or tax return filings.
4.1.4. Customer agrees that each ACH Entry to an Employee account will be currently authorized pursuant to a payee authorization signed by the Employee and held by Customer. Customer shall assume full responsibility for all ACH account entries and agrees to instruct its Employees to use the Service only as intended. Customer agrees to prevent the use of the Service by its Employees or end users for nefarious or fraudulent reasons.
4.1.5. Customer shall be responsible the review of Setup Policies and payroll reports provided by the Service to ensure the accuracy and timeliness of Third-Party payments. Customer shall be liable for the accuracy of Third-Party payments and for any such penalty, fines, administrative fees, and taxes that may be due to erroneous or illegal Third-Party payments made due to Customer’s use of the Service.
4.1.6. Customer shall be liable for each ACH Entry made to its Payroll Funding Account or the account of any Employee or third party initiated by Asure hereunder. In the event Asure determines, in its sole discretion, not to terminate this Agreement following Customer’s failure to fully fund an ACH Entry to Customer’s Payroll Funding Account, Customer unconditionally agrees to pay Asure upon demand the sum of any unfunded payroll plus all fees and charges as set forth in this Agreement (including any debit which is returned to Asure because of insufficient or uncollected funds or for any other reason).
4.1.7. The provision of all services requiring the debit or credit of accounts shall be provided through an originating bank (the “Originating Bank”). Asure and Customer may each be required to enter into separate agreements with the Originating Bank. Customer shall execute all documents requested by Asure or the Originating Bank to originate debit or credit entries through the nationwide automated clearing house system on a bank account designated by Customer (each, an “ACH Entry”), and provide any other documents or information on an ongoing basis that may be requested by Asure or the Originating Bank to effectuate such ACH Entries.
4.1.8. Each Party shall cooperate with the other Party to recover funds erroneously credited to any Employee’s account.
4.2. Tax-Filing Services
4.2.1. During the term of this Agreement for Authorized Tax Agencies, Asure shall: i) collect payroll tax liabilities and receive and hold those funds in an account separate from Asure’s general accounts, ii) deposit payroll taxes in a timely manner, and iii) prepare and file payroll tax returns in a timely manner. Asure shall be liable for tax filing penalties and interest charges for its failure to do so to the extent such charges were caused solely by Asure. Asure shall not be responsible for penalties and interest payments that arise as a result of its reliance on erroneous Customer Data entered into the Service or due to Customer’s failure to correct its Payroll Setup Policies or Tax Agency Policies or its failure to notify Asure promptly via CRM of its desire to obtain assistance in doing so.
4.2.2. Customer warrants that Customer Data entered into the Service is accurate and further authorizes Asure to rely on Customer Data to prepare, deposit, and file Customer’s payroll taxes for all Authorized Tax Agencies.
4.2.3. Customer is responsible to use the interactive web pages and reports provided by the Service to review and ensure the accuracy of the payroll gross-to-net calculations, taxable wages, withholding amounts and other relevant reporting items to be filed by Asure, either electronically or by paper tax returns with the relevant tax agency, at least ten (10) days prior to the filing deadline for Authorized Tax Agencies, whether the corresponding deadline be monthly, quarterly, or annually.
4.2.4. Customer is responsible to review and ensure the accuracy of its Tax Agency Policies prior to using the Service in Production Use. Subsequent to Production Use, Customer is responsible to review and ensure changes made to its Tax Agency Policies are thoroughly reviewed and tested prior to deployment in Production Use.
4.2.5. This Agreement does not relieve Customer of any tax payment liabilities. Customer shall be obligated to pay immediately any tax payment liabilities that are found by Asure to be incorrectly computed, under withheld, or otherwise incorrectly processed, whether or not those tax liabilities are a result of defects in the Service or the actions or inactions of Asure. In the event that tax amounts have been over collected, those funds once disbursed to an Authorized Tax Agency will be treated as a credit toward Customer’s future liabilities with that Authorized Tax Agency.
4.2.6. Customer shall continue to be responsible for maintaining its own archival tax record keeping.
4.2.7. Customer shall immediately provide Asure with copies of any notices or correspondence received from any Authorized Tax Agency with respect to any tax return(s) or tax deposit(s) made by Asure. Customer shall immediately provide Asure with notification via the CRM of any changes that will affect the withdrawal of funds or the depositing of payroll taxes or the filing of tax returns.
4.2.8. Asure shall debit the Tax Funding Account in order to make the necessary payroll tax deposits and collect any fees due to Asure. Customer shall maintain a sufficient balance in its Tax Funding Account to cover current payroll tax liabilities, all applicable Service fees, and charges to cover any NSF or miscellaneous service fees. If for any reason Customer’s bank refuses to honor an ACH draft, an NSF fee will be charged to Customer as Asure’s reasonable costs and Asure may immediately terminate this Agreement without written notice and without obligation to make then due or future payroll tax deposits or tax return filings.
4.2.9. Asure shall have no liability for failure to make deposits or filings if Customer has not provided it with power of attorney or accurate and adequate information to make the necessary deposits or filings or if Customer fails to maintain sufficient funds to cover such payroll tax obligations. In no event shall Asure be responsible or liable for the filing of payroll tax returns for Prior Compensation or tax information provided by the Customer to Asure that was in error.
4.2.10. Customer unconditionally agrees to promptly execute any documents Asure’s designee may require as a condition of providing tax-filing services to Customer. Customer agrees that its failure to execute any such documents, or the breach of any of the material terms and conditions of such documents, shall constitute a breach of this Agreement.
4.3. Check Printing Services
4.3.1. Check printing services shall consist of the printing and delivery of payroll checks, deposit advice, and reports to Customer. Customer shall be responsible for mail and courier fees as set forth in this Agreement or as otherwise incurred by Asure.
4.3.2. If Customer fails to finalize and submit its Time and Attendance or payroll run in a timely manner then Asure shall have no liability for any failure to deliver Customer’s payroll checks, deposit advice, or reports in a timely manner, or at all.
4.4. Year-End Services
4.4.1. Year-end services shall consist of the printing of Year End Filings and submittal of tax returns to Authorized Tax Agencies. Customer shall be responsible for mail and courier fees as set forth in this Agreement or as otherwise incurred by Asure.
4.4.2. Customer is responsible to use the interactive web pages and reports provided by the Service to review and ensure the accuracy of the Year End Filings to be submitted by Asure either electronically or via paper forms to the relevant tax agency, at least ten (10) days prior to the filing deadline for each Authorized Tax Agency.
4.5. Complete Pay Services
4.5.1. Complete pay services shall be provided by Asure to: i) collect Employee payroll net pay amounts from Customer’s Payroll Funding Account concurrent with the collection of other payroll liabilities, ii) receive and hold those funds in an account separate from Asure’s general accounts, and iii) make those funds available to Employees either by a printed payroll check or an ACH Entry to the Employee’s designated bank account on the payroll check date.
4.5.2. Customer shall maintain a sufficient balance in its Payroll Funding Account and its Fee Funding Account to cover its current payroll liabilities, Employee net pay amounts, all applicable Service fees, and charges to cover any NSF or miscellaneous service fees. If for any reason Customer’s bank refuses to honor an ACH draft, an NSF fee will be charged to Customer as Asure’s reasonable costs and Asure may immediately terminate this Agreement without written notice and without obligation to perform payroll processing or ACH payroll transactions, or to make then due or future payroll tax deposits or tax return filings.
4.5.3. Asure shall return to Customer Employee net pay amounts in excess of twenty dollars, either quarterly if they exceed that amount or on an as-needed basis if they don’t, whichever is less frequent, held in its complete pay account that have not cleared within 180 days from the original check date. Asure shall be permitted to set off the amounts returned to Customer for unpaid Service fees, if any, existing at that time.
4.6. Call Center Services
4.6.1. Asure shall provide inbound teleservice support for Employees limited to the use of and access to Employee Self Service on weekdays from 8 a.m. – 7 p.m. Eastern Time, except banking and federal holidays. Customer also authorizes Asure to originate calls to and from Employees regarding the use the Employee Self Service Services.
4.6.2. The Asure call center facility will be equipped with telephone systems, computer systems, and various Asure support and call monitoring tools, such as documentation and knowledge bases, to be used in the delivery of the Call Center Services. Asure shall bear all expenses of operating the facility including all expenses for equipment and telecommunication services.
4.6.3. Customer recognizes that there may be instances where Asure will not be able to resolve an Employee call or issue without Customer’s assistance. Immediately upon execution of the Order Form, Customer will designate a contact person for resolving support problems that require intervention by Customer’s personnel and/or a Customer third party vendor.
4.7. Carrier Eligibility Service
4.7.1. Carrier Eligibility Service is the advisement to the Insurance Carrier of Employee Coverage elections and changes to previous elections either by way of Asure’s choice of electronic interchange, fax, email, or by use of the Insurance Carrier’s designated website. Customer must provide Asure with proper written permission as authorized third-party for Customer with the Insurance Carrier.
4.7.2. If Customer fails to perform monthly Carrier Reconciliation in a timely manner then Asure shall have no liability for any failure of its Carrier Eligibility Services.

5. Hosting Services:

Standard hosting services consist of a common infrastructure shared with other Asure customers and their end users. Dedicated hosting services, if subscribed to by Customer in this Agreement, consist of virtualized dedicated web server(s), database server, and application server(s) and the software components necessary to operate the Service.

6. Data Exchange Service

6.1. Data Exchange Service shall refer to electronic data interchange either via web services, file transfer, or other means provided by Asure and as authorized by Customer to transfer information from the Service or into the Service from a third party.
6.2. Customer shall be responsible for auditing and verification of the accuracy of all data transferred via the Data Exchange Service.
7. Support:
Customer acknowledges that all support requests will be properly documented and submitted to Asure’s CRM during Normal Business Hours and in accordance with Asure’s current support policy. Except for reporting service outages, all support requests that are not received during Normal Business Hours will be subject to additional After Hours Support fees as provided for herein.