This agreement is entered into on __________________________________, by GetPayroll, a wholly owned subsidiary of Custom Payroll Associates, Inc. (“GetPayroll”) and__________________________________ (“Client”). This agreement shall not become effective until approved and executed by GetPayroll, and upon such execution, who shall assume the obligation for providing the payroll services to Client as described in this agreement. Client agrees that all payments for services shall be due and payable directly to GetPayroll.
Payroll service to be provided:
- Calculate and Print Checks or create Direct Deposit all Net Pay Amounts as Required
- Impound and deposit tax payments for Federal and one State
- Create and file all payroll tax filings for Federal and one State
- Provide via the Internet reports, copies of tax filings and paystubs
- Perform Additional Services, as needed, at the ancillary pricing designated by GetPayroll.
The fee varies by the number of net pays in a pay period (see price list attached or as may be revised from time to time upon notice to Client.). Pricing in this agreement is subject to change by GetPayroll upon notice to Client.
Client agrees to the following:
- To furnish GetPayroll with all of the information, on a timely basis, needed to properly perform services contracted for.
- To pay to GetPayroll all fees and associated taxes at the time services are completed, unless otherwise agreed to in writing in advance of services being performed.
- To indemnify and hold GetPayroll harmless so that GetPayroll will not be liable or responsible for any claims or damages from or by anyone at all arising out of or attributable to the operation or performance of GetPayroll under this agreement. In any event no liability of GetPayroll in the aggregate shall exceed the amount of GetPayroll most recent monthly charge to Client for services rendered for such month.
Either Client or GetPayroll may cancel this agreement by giving a 30-day written notice to the other party. In the event any fees for services are not paid when due, GetPayroll may terminate this agreement immediately.
GetPayroll shall not be responsible for any incidental or consequential damages which the Client may incur from the failure of GetPayroll to perform under this agreement. This Agreement shall be subject to and interpreted in accordance with the laws of the State of Texas, United States of America, and any action brought to enforce this agreement or otherwise in connection with this agreement shall be in brought in the state district courts of Denton, Denton County, Texas, or in the appropriate U.S. Federal District Court for the Northern District of Texas.
NACHA/Federal Reserve Obligation:
In the event that an Originator uses a Third Party Sender (as such terms are defined in the NACHA Rules) to facilitate ACH transfers from, or to the Originator, through us, the Originator and Third Party Sender shall have entered into appropriate agreements, subject to review and approval by us in the exercise of our absolute discretion, in which: (i) the Third Party Sender shall agree: (a) to be bound by the NACHA rules in effect from time to time; (b) that it shall not facilitate or undertake an ACH transfer that violates the laws of the United States; and, (c) that it shall indemnify us against any losses we may suffer as a result of ACH transfers made by the Third Party Sender; and, (ii) the Originator shall agree: (x) to assume the responsibilities of an Originator under the NACHA rules; (y) that it shall not facilitate or undertake an ACH transfer that violates the laws of the United States; and, (z) that it shall indemnify us against any losses we may suffer as a result of ACH transfers made by the Originator or Third Party Sender for its benefit. In any event, such agreements shall provide that we are a third party beneficiary thereto. After review of such agreements by us, if we believe that such agreements are inadequate to: (i) evidence the relationship of the parties; (ii) provide for the parties’ agreement to be bound by the NACHA rules; or, (iii) provide for adequate indemnity of us against any losses that arise as a result of ACH transfers initiated by the Originator through the use of a Third Party Sender or by the Third Party Sender for the benefit of an Originator, we shall require, and the party entering into this relationship with us shall cause, the Originator and the Third Party Sender to amend such agreements to conform with these provisions.
An ODFI must enter into an Origination Agreement with each Originator for which the ODFI will originate Entries. The Origination Agreement must include, at a minimum, each of the following: (a) The Originator must authorize the ODFI to originate Entries on behalf of the Originator to Receivers’ accounts; (b) The Originator must agree to be bound by these Rules; (c) The Originator must agree not to originate Entries that violate the laws of the United States; (d) Any restrictions on the types of Entries that may be originated; (e) The right of the ODFI to terminate or suspend the agreement for breach of these Rules in a manner that permits the ODFI to comply with these Rules; and (f) The right of the ODFI to audit the Originator’s compliance with the Origination Agreement and these Rules.
For a credit Entry subject to Article 4A, an ODFI must provide the Originator with notice, as part of the Origination Agreement or otherwise, of each of the following: (a) the Entry may be Transmitted through the ACH; (b) the right and obligations of the Originator concerning the Entry are governed by and construed in accordance with the laws of the State of New York, unless the Originator and the ODFI have agreed that the laws of another jurisdiction govern their rights and obligations; (c) credit given by the RDFI to the Receiver for the Entry is provisional until the RDFI has received final settlement through a Federal Reserve Bank or otherwise has received payment as provided for in Section 4A-403(a) of Article 4A; and (d) if the RDFI does not receive such payment for the Entry, the RDFI is entitled to a refund from the Receiver in the amount of the credit to the Receiver’s account, and the Originator will not be considered to have paid the amount of the credit Entry to the Receiver.
Executed as of the date set forth above:
CLIENT NAME GETPAYROLL
Printed Name & Title By: Charles J. Read, CEO
If you have any questions about our Services Agreement, please email us at firstname.lastname@example.org.