These Payroll User Terms of Service (“Payroll Terms”) are a binding contract between “Company” or “You” which means the legal entity that is applying for or that has opened an Account to use the Services and the individual applying for the Account. If you are the individual applying for the Account, you represent and warrant that you are an authorized representative of Company with the authority to bind Company to this Agreement (“Administrator”), and that you agree to this Agreement on Company’s behalf and Worklio, LLC, a Florida limited liability company (hereinafter “Worklio” “We” “Us” and “Our”) (together the “Parties”, and each, a “Party”). These Payroll Terms together with the Privacy Policy govern Your access to and use of Our payroll services, including, but not limited to, tools and features (“Payroll Services”), which are described herein and provided through Worklio’s Platform. These Payroll Terms are a legally binding agreement between You and Worklio. You are encouraged to read the Payroll Terms carefully and save a copy of it for Your records. You understand and agree that We may change the Payroll Terms from time to time, and that any such changes will be effective when We post the modified Payroll Terms, unless otherwise required by applicable law. Your continued access and use of the Payroll Services after We post the modified Payroll Terms will constitute Your consent to be bound by the modified Payroll Terms.
The person entering into these Payroll Terms represents and warrants that such person has authority to bind Customer to these Payroll Terms (“Authorized Representative”). By (i) clicking the applicable button, checking the applicable box, electronically signing Authorized Representative’s name, or taking a comparable action to indicate Customer’s acceptance of these Payroll Terms, or (ii) accessing or using the Payroll Services, Customer accepts these Payroll Terms, and Customer agrees, effective as of the date of such action (“Effective Date”), to be bound by these Payroll Terms. Payroll Services shall not commence until the Effective Date. The term of these Payroll Terms will commence on the Effective Date and will continue until terminated by either Party pursuant to Section 11 below (“Termination”).
Worklio will provide Payroll Services, as detailed below, with respect to Customer’s employees whom Customer identifies to Worklio (“Employees”):
Worklio will process payroll payments to Employees in accordance with applicable law, conditioned upon Customer timely and accurately supplying all data and funds necessary for Worklio to provide Payroll Services. Customer at all times remains solely responsible for funding all wage and payroll tax payments. Customer understands, acknowledges, and agrees that Worklio will rely on the accuracy and completeness of all information provided by Customer for purposes of providing Payroll Services.
Worklio will withhold, report and remit federal, state and local payroll taxes, including, without limitation, unemployment insurance contributions, for the Employees. Customer agrees to cooperate with Worklio in the use of Customer’s accounts. Customer will provide all required and requested forms, signatures, powers of attorney, reports, documents and historical data.
Customer understands, acknowledges and agrees that: (i) some of the products and/or services provided pursuant to these Payroll Terms may be provided by third parties, including parties that are affiliated with or otherwise related in some way to Worklio (“Affiliates”) and therefore some of the fees or charges paid by Customer may include amounts payable to Affiliates; and (ii) to the extent consistent with applicable law, Worklio and/or Affiliates may receive commissions, referral fees or other sources of revenue with respect to the products and/or services provided pursuant to these Payroll Terms.
Worklio will provide the administrative services set forth herein as an independent contractor of Customer providing services directly to Customer and not to any other person or party. Neither these Payroll Terms nor the provision of Payroll Services by Worklio creates an employment relationship between Worklio and Customer’s employees, agents, or contractors. Worklio has no employment, joint-employment, co-employment, common law, or other employment-like relationship with anyone related to Customer, and there are no third-party beneficiaries of the services provided by Worklio. Customer acknowledges that Worklio is not providing Customer with Professional Employer Organization (“PEO”) services, employee leasing services, temporary agency services, or staffing agency services, pursuant to these Payroll Terms or otherwise.
Customer’s obligations are as follows:
Customer will timely and accurately provide all data necessary for Worklio to process payroll for Employees, including but not limited to hours worked, rates of pay, payments owed, and exempt/non-exempt status. Customer is solely responsible for any late payment penalties resulting from Customer providing Worklio with inadequate advance notice of termination or wage change for an Employee.
Customer is responsible for compliance with specific state laws pertaining to paycheck or wage statement requirements that are not addressed in Worklio’s standard paycheck or wage statement template. Customer acknowledges and agrees that such compliance may require Customer to prepare and issue its own paycheck or wage statements, in addition to any paycheck or wage statements that may be issued by Worklio.
Customer is solely responsible for accurately recording and reporting Employees’ hours worked, regardless of whether Customer uses its own system to track time and attendance or a system provided by a third-party.
Customer is solely responsible for all Form I-9 processes and procedures and for compliance with applicable E-Verify requirements, regardless of whether Customer utilizes any Worklio systems to perform its I-9 obligations. Any fines or other penalties resulting from Customer’s failure to follow proper Form I-9 procedures and processes will be solely Customer’s responsibility. Customer will not engage in any discriminatory or other unlawful acts with respect to the Form I-9 process.
Customer will oversee all aspects of the operation of Customer’s business, including, but not limited to the production and delivery of services and products, product design, accounting, cash control, and loss/breakage/theft prevention. Worklio is not obligated to provide, nor is it responsible for, strategic, operational or other business-related decisions with regard to Customer’s business.
Customer is solely responsible to comply with federal, state and local laws governing its business, including but not limited to labor, employment, and wage payment laws. Customer is solely responsible for ensuring the manner in which it compensates Employees is lawful, including but not limited to compliance with minimum wage, prevailing wage, overtime, and other wage premium laws. Customer is solely responsible for ensuring that all legally required postings and notices are properly displayed in the workplace, with or without Worklio’s resources.
Customer is solely responsible for compliance with requirements pertaining to government contracts pursuant to federal, state, county and local laws, regulations, and ordinances, including but not limited to compliance with Executive Order 11246, the Walsh-Healey Public Contracts Act, the Davis Bacon Act, and the Service Contract Act of 1965.
To the extent employee benefits are provided to Employees or their dependents under a Customer Plan, Customer is considered to be the sole employer of Employees in the application of the Patient Protection and Affordable Care Act of 2010, as amended, or any successor law (ACA) and any related laws, and Customer alone retains the right to pursue any and all remedies available to it as an employer under the ACA or related laws. Additionally, to the extent requested by Customer and agreed to by Worklio, Payroll Services will include withholding and remitting deductions related to Customer Plans, according to Customer’s instructions. Customer retains sole responsibility and liability for determining eligibility, participation, and contribution matters related to Customer Plan benefits and for notifying Worklio of any changes to enrollment in the Customer Plan. Customer understands, acknowledges and agrees that: (a) Worklio is not a plan sponsor, plan administrator or fiduciary with respect to any Customer Plan; and (b) Worklio shall have no other role, responsibility or liability with respect to any Customer Plan, including, without limitation, that of a third-party administrator.
Customer will respond in a timely and accurate fashion to requests from Worklio for records and data necessary for Worklio to perform its services.
If Customer relies upon payments from third parties such as insurance companies or government agencies (e.g., Medicare/Medicaid), Customer is solely responsible for compliance with any conditions or requirements of receiving such payments.
The following restrictions apply to an electronic fund transfer (“Wire Transfers”):
Daily time restrictions are 10:00 AM PST for international wires, and 1:00 pm PST for domestic wire transfers. Any wire transfer instructions received after these times will be processed the following business day.
Customer will be required to use a Two-Factor Authentication control, in addition to their login, to authorize a Wire Transfer. Additionally, Customer agrees that this control is an appropriate security procedure, designed to verify the authenticity of the order, and not to detect errors in transmission.
All wire requests are final and are not subject to recall orders or to stop payments.
Customer may only initiate a wire transaction via Worklio’s website. Customer is solely responsible for the accuracy of the information contained in the payment order. The wire transaction will be completed relying exclusively on the information provided by Customer.
Via the wire services, Customer authorizes Worklio’s partner bank(s) to execute payment orders on Customer’s behalf and to debit Customer’s account specified in the payment order for the amount of the wire transfer.
Documentation. You have a right to receipts and periodic statements that show the amount, dates, and other information about Wire Transfers in your account, and notices regarding preauthorized transfers.
Stop Payment. You may stop payment of a preauthorized electronic transfer from your account by notifying Worklio at least three business days before the scheduled date of the transfer.
The Wire Transfers services are commercial in nature and Worklio does not provide any consumer protections for unauthorized or erroneous transfers or transactions. Once a payment order has been completed, Customer is solely liable for any losses you may incur that result from the Worklio carrying out your instructions.
Until Customer reports an unauthorized transfer, Customer is fully responsible for all transactions, even if Customer’s account is used for unauthorized transactions. Contact customer service IMMEDIATELY if you believe: (i) someone has gained unauthorized access to any access information for your account, or (ii) someone has transferred or may transfer funds from the account without permission. If state law or this Agreement between you and us imposes less liability than is provided in the federal Regulation E: Electronic Fund Transfers found at 12 CFR 205, then your liability will not exceed the amount imposed by state law or this Agreement.
Report any unauthorized transfer by emailing us at support@wagetime.com. Notice will deemed given if you take steps reasonably necessary to provide us with the pertinent information in person, by telephone, or in writing. Notice is considered given at the time you mail the notice or deliver it for transmission to us by any usual means. Notice may be constructively given when the we become aware of circumstances leading to the reasonable belief that an unauthorized transfer to or from your account has been made.
If Customer notifies Worklio within two business days after the learning of the loss or theft of the access device, Customer’s liability shall not exceed the lesser of $50 or the amount of the unauthorized transfer that occurred before notice.
If Customer fails to notify Worklio within two business days after learning of the loss or theft of the access device, the consumer’s liability shall not exceed the lesser of $500 or the sum of: (i) $50 or the amount of unauthorized transfers that occur within the two business days, whichever is less; and (ii) the amount of unauthorized transfer that occur after the close of two business days and before notice to Worklio, provided Worklio establishes that these transfers would not have occurred had the Customer notified Worklio within that two day period.
timely notice not given. You must report an unauthorized electronic transfer that appears on a periodic statement within 60 days of the financial institution’s transmittal of the statement to avoid liability for subsequent transfers. If you fail to do so, your liability shall not exceed the amount of the unauthorized transfers that occur after the close of the 60 days and before notice to Worklio, and that Worklio establishes would not have occurred had you notified us within the 60-day period. When an access device is involved in the unauthorized transfer, you may be liable for other amounts set forth in the paragraphs above.
If your delay in notifying us was due to extenuating circumstances, we will extend the time specified in this section to a reasonable period.
In the course of performing its obligations set forth herein, a party (“Disclosing Party”) may disclose, furnish, or provide to the other party (“Recipient”) non-public confidential information, including, but not limited to, personnel information and payroll data (collectively, “Confidential Information”). The Recipient shall keep confidential and shall not directly or indirectly disclose, disseminate, or use Confidential Information except as necessary to perform its obligations hereunder or as required by law, and shall take reasonable efforts to protect Confidential Information. Confidential Information does not include information which: (1) was in the possession or control of the Recipient prior to the time of disclosure hereunder; (2) at the time of disclosure or thereafter becomes public knowledge through no action of the Recipient; or (3) is lawfully obtained by the Recipient from a third Party under no enforceable obligation of confidentiality to the Disclosing Party. The Recipient represents that it has implemented and maintains information security policies and procedures that are reasonably designed to protect against unauthorized access to, or use of, Confidential Information. For purposes of this section, “breach” means any unlawful access to, disclosure or use of data that compromises the security, integrity, or confidentiality of Confidential Information. The Recipient will use reasonable information security measures to safeguard Confidential Information against breaches and in compliance with applicable law. If the Recipient discovers reasonable grounds to conclude Confidential Information of the Disclosing Party was breached, the Recipient will comply with investigation and notice requirements dictated by law. The Recipient will also promptly inform the Disclosing Party in writing to the extent required by law. In the event of a breach as defined by applicable law, or any other event regarding Confidential Information that requires notification under applicable law, the Recipient agrees to provide reasonable assistance to the Disclosing Party. Upon receiving written notice about such breach from the Recipient, the Disclosing Party will permit the Recipient to take reasonable steps to stop or remediate unlawful use of Confidential Information and ensure that Recipient’s use of Confidential Information is consistent with these Payroll Terms. These obligations shall survive the termination of the Agreement. The Recipient will not be in breach of these Payroll Terms by disseminating Confidential Information as required by legal process or to comply with a disclosure obligation required by law. To the extent permitted by law, Recipient will notify the Disclosing Party as far in advance as reasonably possible before the Recipient delivers such Confidential Information to any third party. If Customer and Worklio have entered into a separate Confidentiality and/or Non-Disclosure Agreement, the terms of that document will control.
If Customer elects to use any type of biometric devices with its employees, Customer is solely responsible for, and Workio is not responsible for, compliance with all requirements of the Illinois Biometric Information Privacy Act, as amended (740 ILCS 14/1 to 740 ILCS 14/99), including assuming full responsibility to ensure that such biometric data is not shared with Worklio or any other person or entity, without prior notice to, and written consent first being obtained from, the individual whose biometrics are being shared.
You may link an account with us or an external account at a third-party financial institution for online transfers between Your linked account(s) and Your Account by (i) logging into Your financial institution, or (ii) by providing the account and routing details for the external account and verifying the two (2) micro deposits we send to Your external account the next business day. We may also verify Your control of the external account by requiring You to submit proof of ownership of the external account(s). All linked accounts must be with financial institutions in the United States. We may decline the use of any external account that we believe may present a risk to You and/or us. By linking Your external account to Your Account, and by subsequently logging into Your linked account(s) and initiating Payment Services, You authorize us to view Your account history and profile, including, but not limited to, Your account and routing details, authentication details, balance, transaction history, contact information, and other related information made available by such external financial institution; and You understand this information may be used to transact on Your behalf and perform other services subject to the Worklio Privacy Policy. When adding an external account, You represent and warrant that You are owner of and have the right to access, use and authorize us to use the account for information and funds transfer purposes. If any of Your linked accounts has a joint account holder, You represent and warrant that the joint account holder has consented for You to represent both You and them, and to use the external account with the Platform service. If You do not have such consent, You should not use that external account and we will terminate Your use of the linking service if we are notified of such a situation. If You close any of Your external accounts, You are responsible for removing it as an account eligible for the linking service to avoid any transaction failure and possible charges related to a failed transaction. We are not responsible for any acts or omissions by the external financial institution or other provider of any linked external bank account, including, without limitation, any modification, interruption, or discontinuance of any linked external bank account by such financial institution, service provider or Platform.
As set forth in 2. Worklio Services for purposes of this Section “Payroll Services” includes access to, use of, Worklio’s service platform(s) and any third-party timekeeping, payroll, or other service that Customer may access pursuant to these Payroll Terms. Customer shall not: (i) resell, sublicense, lease, time-share or otherwise make the Worklio Services available to any third party; (ii) negligently send or store infringing or unlawful material; (iii) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Worklio Services or the data contained therein; or (iv) permit unauthorized access to the Worklio Services by a third party.
Customer acknowledges that there are no licenses granted by implication under these Payroll Terms. Worklio reserves all rights that are not expressly granted. These Payroll Terms contemplate access and use rights with respect to Payroll Services, and no software is being provided and no licenses with regard to any software are being granted hereunder.
Customer shall pay the agreed-upon fees, as set forth in the www.wagetime.com/pricing.
Customer will provide to Worklio, in the method authorized by Worklio, the payroll data upon which each Employee’s compensation is calculated, in the time frame and format proscribed by Worklio.
10.2 The total service fee paid to Worklio are exclusive of any applicable sales, use, gross receipts, excise, value-added, withholding, personal property, or other taxes attributable to periods on or after the Effective Date. In the event that a sales, use, excise, gross receipts or services tax is assessed on a provision of the Payroll Services to Customer or on Worklio’s fees as invoiced to Customer under these Payroll Terms, however levied or assessed, Customer shall be solely responsible for and pay the amount of any such tax, or, if applicable, reimburse Worklio for the amount of any such tax.
Either Party may terminate these Payroll Terms following thirty (30) days’ advance notice.
Notwithstanding any other provision of these Payroll Terms, Worklio may terminate these Payroll Terms immediately, without prior written notice, in the event of: 1) Customer’s material breach of these Payroll Terms 2) Customer’s failure to pay any invoice when due; 3) the threat of, or actual, filing by or against Customer for bankruptcy, reorganization or appointment of a receiver, supervisor, assignee, or liquidator over its assets or property; 4) a money judgment against Customer which remains unsatisfied for more than thirty (30) days and has not been appealed; 5) Customer becomes a credit risk, as determined by Worklio in its sole discretion; 6) Customer fails to maintain compliance with laws as required by section 3.6; 7) Customer commits fraud.
Upon termination of these Payroll Terms for any reason, or upon Customer’s failure either to provide payroll data as required herein or to timely pay as required herein, all Worklio obligations set forth herein (including, without limitation, the administration of payroll) will revert to Customer retroactive to the last date on which Worklio was paid in full for Worklio’s services.
Each Party, as “Indemnitor,” shall indemnify and hold the other party, and its subsidiaries, affiliates, officers, directors, employees, attorneys and agents, as “Indemnitees,” harmless from and against any and all third party claims and associated costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of: (a) allegations that the materials provided by Indemnitor, when used as licensed herein, infringes the rights of, or has caused harm to, such third party; (b) violations of any Laws by Indemnitor; (c) a party’s breach of confidentiality or privacy and security obligations hereunder; or (d) the gross negligence or willful misconduct of Indemnitor, in each case, provided that Indemnitee: (i) gives written notice of the claim promptly to Indemnitor (except that failure to provide such notice will relieve the Indemnitor of its obligations under this Section only to the extent the Indemnitor is materially prejudiced by such failure); (ii) gives Indemnitor sole control of the defense and settlement of the claim with counsel reasonably acceptable to the Indemnitees (provided that Indemnitor may not settle or defend any claim without the Indemnitees prior, written consent, which may not be unreasonably withheld, delayed or conditioned unless it unconditionally releases Indemnitee of all liability and does not admit any liability or create any affirmative obligation or require any contribution from any Indemnitee); (iii) provides to Indemnitor all available information and assistance at Indemnitor’s sole cost and expense; and (iv) has not compromised or settled such claim. This indemnification provision will survive termination of these Payroll Terms.
Each Party represents and warrants to the other that it is duly organized, validly existing and in good standing as an entity under the Laws of the jurisdiction of its incorporation or other organization.
Customer represents and warrants as follows: (i) Customer is the sole employer of Employees, and as such, Customer is solely responsible for recruiting, selecting, managing, terminating, disciplining, and supervising Employees; (ii) Customer does not attribute any employer status whatsoever to Worklio; (iii) All compensation of the Employees accrued prior to the Effective Date and for which Customer or any third party is responsible and obligated has been paid in full; (iv) Customer will notify Worklio of the principal location of the workplace of each Employee and each location where such Employee performs services for Customer, and of any changes in such locations.; (v) as of the Effective Date, and throughout the term of these Payroll Terms, all information provided by the Customer in contemplation of these Payroll Terms or pursuant hereto is and will be true and correct.
Except for the express warranties set forth in these payroll terms, to the maximum extent permitted by applicable law, worklio’s services, and all services performed by third-party vendors hereunder are provided “as is,” and worklio hereby disclaims any and all other promises, representations and warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment, system integration and/or data accuracy. Worklio does not warrant that the operation of any of worklio’s services or of third-party services will be uninterrupted or error-free, or that all errors will be corrected. No warranties are made on trade usage, course of performance or course of dealing.
Except in connection with a party’s: (a) indemnification obligations herein; (b) misappropriation or violation of the other party’s intellectual property rights; or (c) a party’s gross negligence or willful misconduct, in no event shall either party’s total, aggregate liability arising out of or relating to this agreement exceed the amounts actually paid by and/or due from customer in the twelve (12) month period immediately preceding the event giving rise to such claim. Except in connection with a party’s (i) indemnification obligations herein; (ii) violations of the other party’s intellectual property rights, (iii) a party’s breach of confidentiality or privacy and security obligations hereunder,or (iv) a party’s gross negligence or willful misconduct, in no event shall either party and/or its licensors be liable to anyone for any lost profits or indirect, punitive, special, exemplary, incidental, or consequential damages of any type or kind, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.
The Parties will cooperate and attempt in good faith to resolve any dispute or claim arising out of or relating to the Agreement or the construction, interpretation, performance, breach, termination, enforceability or validity thereof (a “Dispute”) promptly by negotiating between persons who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration and performance of the provisions or obligations of the Agreement that are the subject of the Dispute. Any Dispute which cannot otherwise be resolved as provided above after the Parties have negotiated the resolution of the Dispute for at least fifteen (15) business days will be resolved by arbitration conducted in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereon. All Disputes shall be brought in the individual capacity of Customer and Worklio. Under no circumstances shall these Payroll Terms be construed to allow or permit the consolidation or joinder of other claims or controversies involving any other parties or permit such claims or controversies to proceed as a class action or other similar basis. The arbitral tribunal will consist of a single arbitrator mutually agreed upon by the Parties, or in the absence of such agreement within thirty (30) days from the first referral of the Dispute to the American Arbitration Association, designated by the American Arbitration Association. The Agreement will be governed by and construed in accordance with the laws of the State of Florida without regard to conflicts of law principles. The place of arbitration will be Miami, Florida. The arbitral award will be final and binding. The Parties waive any right to appeal the arbitral award, to the extent a right to appeal may be lawfully waived. Each Party will bear its own fees, costs and expenses of the arbitration, and its own legal expenses, attorneys’ fees, and costs of all experts and witnesses, provided, however, that the arbitrators may award arbitration costs, including legal, auditing and other fees to the prevailing party in the arbitration proceeding if the arbitrators determine that such an award is appropriate. Each Party retains the right to seek judicial assistance: (a) to compel arbitration, (b) to obtain interim measures of protection prior to or pending arbitration, (c) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or Confidential Information, or (d) to enforce any decision of the arbitrator, including the final award. The arbitration proceedings contemplated by this subsection will be as confidential and private as permitted by applicable Law. To that end, the Parties will not disclose the existence, content or results of any proceedings conducted in accordance with this Section, and materials submitted in connection with such proceedings will not be admissible in any other proceeding, provided, however, that this confidentiality provision will not prevent a petition to vacate or enforce an arbitral award, and will not bar disclosures required by any laws or regulations.
These Payroll Terms will be determined to be a contract made within the State of Florida and for all purposes will be governed and construed under and in accordance with the laws of the State of Florida, notwithstanding choice of law principles.
These Payroll Terms is assignable by Worklio at its sole discretion. Customer may not assign these Payroll Terms unless and until such assignment has been consented to within a writing signed by an authorized representative of Worklio.
In the event of any proceeding to enforce the provisions of these Payroll Terms, the prevailing Party will be entitled to an award of its costs and reasonable attorneys’ fees incurred at all levels of proceedings.
Any individual signing these Payroll Terms represents, warrants, and guarantees that she or he has full authority to do so. Signatures may be provided electronically, and the Parties agree that all future transactions between them may be executed via electronic signature. Neither Party will contest an otherwise valid signature on the basis that it was provided electronically.
These Payroll Terms may be executed in one or more counterparts and counterparts signed by Customer and Worklio in the aggregate will constitute a single original instrument.
Worklio shall not be liable for any delay in delivery or nonperformance or inadequate performance in whole or in part of its obligations under these Payroll Terms if prevented from doing so by a cause or causes beyond its control, including, without limitation, acts of God or public enemy, fire, floods, swarms, earthquakes, hurricanes, riots, strikes, pandemics, war, interruption in services provided by a public utility or a data processing/storage vendor, and restraints of government. The suspension of performance shall be of no greater scope and no longer duration than is reasonably required and the non-performing Party shall use reasonable efforts to remedy its inability to perform.
Worklio has prepared these Payroll Terms and provided it to Customer for Customer’s review. Customer has either retained counsel or had the opportunity to do so to review these Payroll Terms. With respect to any dispute concerning the meaning of these Payroll Terms, these Payroll Terms will be interpreted as a whole with reference to its relevant provisions and in accordance with its fair meaning, and no part of these Payroll Terms will be construed against Worklio on the basis that Worklio drafted it. These Payroll Terms will be viewed as if prepared jointly by Worklio and Customer.
Any false statement or omission with regard to any information supplied by Customer to Worklio in anticipation of Customer’s contracting with Worklio or at any other time will be deemed a material breach of these Payroll Terms and Worklio, at its option, may terminate these Payroll Terms and seek appropriate relief.
Captions and organization are for convenience and will not be used in construing meaning.
Worklio is an independent contractor of Customer and will not be its principal, director, agent, master, servant, or employee.
These Payroll Terms, together with Privacy Policy and any other terms and conditions expressly incorporated herein by reference constitute the sole and entire agreement between Customer and Worklio with respect to the Payroll Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Payroll Services. Worklio reserves the right to make modifications to these Payroll Terms at any time and for any reason. In the event that a change to our Payroll Terms will result in an increase of fees, an increase of liability to our users, fewer types of electronic funds transfers or stricter limitations on the frequency or dollar amount of transfers, Customer will be notified via email 30 days before the effective date.
The failure of either Party strictly to enforce any provision hereof will not be construed as a waiver thereof or as excusing either Party from future performances in strict accordance with the provisions of these Payroll Terms.
Worklio will provide only the services expressly described in these Payroll Terms. No other services will be provided or implied. Worklio is not obligated to provide, nor is it responsible for, strategic, operational or other business-related decisions with regard to Customer’s business.
Should any term, warranty, covenant, condition or provision of these Payroll Terms be held to be invalid or unenforceable by a court or other body of competent jurisdiction or pursuant to arbitration, the balance of these Payroll Terms will remain in force and will stand as if the unenforceable part did not exist. The invalid or unenforceable provision will be replaced by a provision as similar as possible and which is valid and enforceable.
These Payroll Terms will be binding upon and inure to the benefit of the successors and assigns of the Parties hereto.
Termination of these Payroll Terms will not affect the continuation of any outstanding obligation or liability incurred by either Party during the term of these Payroll Terms. The obligation of either Party to notify, indemnify, defend and hold harmless the other under the terms of these Payroll Terms will continue after the termination hereof with respect to events occurring prior to such termination.
The Parties acknowledge and agree that no parties other than the Parties hereto are intended to benefit hereunder. No rights of any third party are created by these Payroll Terms and no person other than Parties to these Payroll Terms may rely on any aspect of these Payroll Terms notwithstanding any representation, written or oral, to the contrary.
Customer understands, acknowledges and agrees that the Payroll Services provided pursuant to these Payroll Terms are not being provided as an inducement to purchase insurance coverage of any kind, nor do such services constitute insurance or the sale of insurance of any kind.
Customer understands, acknowledges and agrees that the Payroll Services provided pursuant to these Payroll Terms shall not constitute legal or tax advice to Customer and Customer shall seek all appropriate legal and tax advice from its own legal and tax advisors.
Time is of the essence with respect to performance of all obligations set forth herein.
Business Day. Business Day means a day other than a Saturday, Sunday or a public holiday in the United States when financial institutions in New York are open for business.
Each Party will have the duty to cooperate with the other in the event of any claim filed by an employee or former employee of Customer or any agency investigation investigating a complaint being filed by any employee covered under these Payroll Terms. Such duty will survive the termination of these Payroll Terms. Customer agrees to cooperate with Worklio as needed for any State licensing and/or registration requirements. Customer further agrees to cooperate with Worklio as needed for compliance with any additional State statute, regulation, or other requirement not aforementioned or referenced above or below. Such duties will survive the termination of these Payroll Terms.