SANDATA TECHNOLOGIES, LLC PAYROLL PROCESSING SERVICES ADDENDUM.

TERMS & CONDITIONS

This Payroll Processing Services Addendum (this "PPS Addendum") is part of the Sandata Master Subscription Agreement (the "Agreement") found at www.sandata.com/legal/msa.and is hereby incorporated by reference into the Agreement.  In the event of inconsistency between this PPS Addendum and the Agreement, the terms of this PPS Addendum will apply unless otherwise provided in this PPS Addendum.  The terms and conditions of this PPS Addendum govern the use of Sandata’s Payroll Processing Services.

The Customer is requesting that Sandata provide Payroll Processing Services, as more fully described herein.  Customer acknowledges that such services are to be provided by a Sandata subcontractor (“Sandata Subcontractor”).   Sandata Subcontractor will provide payroll processing services to Customer on behalf of Sandata.

Electronic Direct Deposit Services

Customer shall establish and maintain a commercial checking account (the "Payroll Account") and shall maintain therein available funds in an amount sufficient to cover the Customer’s net payroll. Sandata Subcontractor shall charge Customer’s payroll account with the total net payroll relating to the payroll services as reported by Customer to Sandata Subcontractor for each payroll cycle. In the event the payroll account does not have sufficient available funds to meet the net payroll on any payroll cycle, Customer will be in default and Sandata or Sandata Subcontractor will notify the Customer of such default. Customer agrees to wire to the bank designated by Sandata or Sandata Subcontractor the funds for the amount of such deficiency within three (3) hours of such notice. Should the Customer not cure the deficiency within the three (3) hours, Customer hereby authorizes Sandata or Sandata Subcontractor to (i) debit any other account maintained by Customer for the amount of such deficiency and/or (ii) claw back any direct deposits which have been made to Customer’s employee’s accounts. Such authorization to debit any other account maintained by Customer requires prior notification by Sandata or Sandata Subcontractor. Should the Customer continue to be insufficiently funded for one business day thereafter (i.e. fails to cure the default) Sandata or Sandata Subcontractor may immediately discontinue providing payroll processing services. The Customer agrees to reimburse Sandata or Sandata Subcontractor for all costs related to insufficient funds of the Customer.  Customer, by processing its payroll two (2) business days prior to its payday, shall authorize Sandata Subcontractor one (1) business day prior to the Customer’s payday, to process an electronic transfer of funds necessary to pay Customer’s employees.  This PPS Agreement (and the performance by Sandata Subcontractor ) shall not relieve Customer of any obligations imposed by law or contract regarding the maintenance of records or other matters with respect to not employing adequate credit accounting and review practices customarily followed by similar businesses.  In the event the Customer is in default of this PPS Agreement, Sandata and Sandata Subcontractor are  no longer obligated to provide those services to the Customer.

Tax Service

Pursuant to an executed Sales Order for Payroll Processing Services, Customer retains Sandata Subcontractor and authorizes Sandata Subcontractor to process electronic transactions for the amounts necessary to pay government agencies for payroll taxes which are due and authorized by Customer.  The amounts due shall be held in accounts established by Sandata Subcontractor for the purpose of paying aforesaid taxes to the appropriate taxing authorities when due.  Sandata Subcontractor will prepare, sign and file with the respective tax authorities all returns for such taxes.  Sandata Subcontractor will not include the depositing or filing of excise, sales, and use or any other corporate taxes in their service.  Customer shall establish and maintain a commercial checking account (the "Tax Account") and shall maintain therein available funds in an amount sufficient to cover Customer’s payroll tax liabilities as reported bySandata or Sandata Subcontractor. Sandata Subcontractor shall charge Customer’s Tax Account one (1) business day prior to the Customer’s payday with the tax liability due relating to the payroll as reported by Sandata Subcontractor for each payroll cycle.  In the event the Tax Account does not have sufficient collected funds to meet the net tax liabilities on any payroll cycle the Customer agrees to wire (to the bank designated by Sandata Subcontractor ) the funds for the amount of such deficiency within three (3) hours of notice. Should the Customer continue to be insufficiently funded for one business day thereafter, the Customer will be in default.  Sandata or Sandata Subcontractor will provide written notice to Customer and will discontinue its tax service until such time as the Customer has the funds to pay the liabilities due. The Customer agrees to reimburse Sandata and Sandata Subcontractor for all costs related to insufficient funds of the Customer.  Neither Sandata nor Sandata Subcontractor will be obligated to pay payroll taxes to any taxing authorities during the time the Customer’s Tax Account is insufficiently funded and any penalties or interest incurred for non or late payment of taxes due to Customer’s insufficient funds will be the sole obligation of the Customer and not the responsibility or liability whatsoever of Sandata or Sandata Subcontractor to rectify. In the event of Customer’s default, Sandata Subcontractor is no longer obligated to provide Tax Services to the Customer.

Liabilities and Warranties

Customer is solely responsible for the content and accuracy of all data input and then subsequently processed by Sandata Subcontractor . Customer will submit to Sandata Subcontractor its payroll and other data in a form, at a time and by the method specified by Sandata Subcontractor .  Because the accuracy of the payroll and other information is limited to the Customer’s data, neither Sandata nor Sandata Subcontractor will be responsible for Customer errors, wage and hour violations, employment discrimination, garnishment calculations or other employment policies which may violate the law. It is the Customer’s responsibility to review the processed payroll and other information and to promptly identify any errors. If the data submitted to Sandata Subcontractor is incorrect, incomplete, or not in proper form, then Customer agrees to pay Sandata and Sandata Subcontractor, any additional charges then in effect for the corrections.

Neither Sandata nor Sandata Subcontractor will be liable for any damages or loss (including, but not limited to, liabilities, cost, and expenses) to the Customer or its employees arising out of the acts or omissions of any third parties, including but not limited to any courier service company, any regional Automated Clearing House ("ACH"), the National Automated Clearing House Association ("NACHA"), any Federal Reserve Bank, any receiving financial institution in which an employee maintains an account, any receiving depository institution.

Customer agrees that neither Sandata nor Sandata Subcontractor are making any representation or warranties except as expressly stated herein and all other warranties, express or implied, are hereby specifically excluded.

Customer warrants and represents there are no provisions of any law, whether federal, state or local, or of any certificate of incorporation, by-law or agreement of any kind, nature in description binding upon Customer, which prohibits Customer from entering into this PPS Agreement, and that Customer’s performance of this PPS Agreement has been duly authorized and is a binding obligation of Customer.

Customer shall comply with and be subject to the rules of NACHA governing these methods of payment, as such rules shall, from time to time, be in effect among banks that participate in NACHA. Customer also acknowledges that, in order to put into effect the Services which include ACH transactions, Customer will be the Originator of the ACH transactions and will follow and be bound by the rules for ACH Originators as adopted from time to time by the NACHA.  Customer agrees that it has assumed the responsibilities of an Originator under the ACH Rules and acknowledges that entries may not be initiated in violation of the laws of the United States.  Customer agrees to indemnify and hold each Participating Bank and NACHA harmless from any claim incident to the operation of this plan arising from an act or omission of Customer.

Neither Sandata nor Sandata Subcontractor shall have any responsibility, liability or obligation of any kind in connection with collection or remittance of any tax of any kind imposed by any government taxing agency in connection with any services provided by Sandata Subcontractor under this PPS Agreement or in connection with any payroll tax obligation or liability of any kind of the Customer, including without limitation, except as expressly stated and agreed to by the parties of this PPS Agreement. Neither Sandata nor Sandata Subcontractor shall have any responsibility or obligation to cover any insufficiency of funds in any account maintain Customer former for the purposes of providing funds for any tax payments or tax obligations, even if Sandata or Sandata Subcontractor received an instruction to do so.

Sandata Subcontractor owns or licenses all rights, title and interest in and to the applications and the contents, including the software and documentation, Sandata Subcontractor’s trademarks, and all intellectual property rights in the foregoing (excluding portions of the service provided by third party licensors).

As a condition to Sandata Subcontractor performing the services described in this PPS Agreement, the Customer understands that it is responsible for the following:

  • Determining the classification of each person as an employee or independent contractor for the purpose of reporting payroll taxes;
  • Making all management decisions and perform all management functions, including determining the taxability of all account codes;
  • Evaluating the adequacy and results of the services performed, including but not limited to, reading the work product Sandata Subcontractor provides to the Customer and notifying Sandata Subcontractor promptly of any payroll discrepancies;
  • Providing accurate data and reviewing the results (e.g. the payroll register prior to and subsequent to each payroll) of the payroll processing services for accuracy; 
  • Establishing and maintaining internal controls over the payroll processes and monitor ongoing activities; and
  • For the proper recording of all payroll transactions, the safekeeping of assets, and the accuracy of the Customer’s payroll record

Termination

In the event of a default under this PPS Agreement by Customer, or in the event that Sandata Subcontractor has determined that Customer shall not be deemed creditworthy, upon notice to Sandata by Sandata Subcontractor , Sandata may elect to terminate any of its services hereunder or the entire Agreement with respect to such Customer. 

This PPS Agreement may be terminated by Sandata upon thirty (30) days’ written notice to the Customer; provided, however, Customer’s duty to maintain sufficient funds in its Payroll, bank and or Tax Account(s) shall continue until no shortages remain in the Payroll, Bank and or Tax Account(s) in connection with the Payroll Services provided by Sandata Subcontractor . Upon termination, Customer will notify its employees thereof and/or will take other appropriate and reasonable action to apprise its employees of such termination and/or to arrange for a substitute service and Customer will immediately cease any use of Vouchers.

Miscellaneous

Customer’s employees are not parties to this PPS Agreement, and under no circumstances shall such employees be construed as intended third party beneficiaries hereof. Sandata, its subcontractor Sandata Subcontractor and Customer are acting independently of one another, are not joint ventures, and are not agents of the other(s)

Customer must retain and provide upon request copies of each employee authorization form for 2 years after they expire.

For Payroll Services, Sandata’s liability for any errors or omissions on its part shall be limited to actual damages incurred but under no circumstances shall exceed the dollar amount of the check or voucher on which the claim is based.

The parties agree that this PPS Addendum replaces and supersedes any prior payroll services agreements, discussions and understandings of any manner between the parties.  No provisions in any Sales Order or in any other business forms employed by either party will supersede the terms and conditions of this PPS Addendum. This PPS Addendum may be updated by Sandata from time to time.

Upon the execution of a Sales Order for the Payroll Processing Services listed herein, Customer agrees to have Sandata Subcontractor perform the services on their behalf and agrees to this PPS Addendum.  Customer will be billed by Sandata for the Payroll Processing Services pursuant to a Sales Order duly executed between Sandata and Customer.  Customer shall execute any document required by the Subcontractor for the provision of the Payroll Services.