Payroll Services Agreement

1. Services provided. SERVICE BUREAU shall provide pursuant to the terms of this agreement payroll processing services and CLIENT shall purchase from SERVICE BUREAU such payroll services. These services shall include a provision of payroll checks including signed checks, payroll registers and management reports including Federal, State and Local tax deposits and quarterly and year-end tax reporting to the appropriate governmental authorities, and banking services including maintenance of a master payroll account, direct deposits and payment by CLIENT of bank service charges.
2. Charges. The fees and charges to be paid by Client to SERVICE BUREAU for these services shall be in accordance with the schedule of this Agreement.
3. Credit. This agreement may be considered an application for credit and authorizes SERVICE BUREAU to investigate the credit of CLIENT including vendor references, bank account status and history and personal credit.
4. Disclaimer. Except as specifically provided herein, there are no warranties expressed or implied, including but not limited to warranties of merchantability, or fitness for a particular purpose.
5. Confidentiality. SERVICE BUREAU agrees to hold in confidence all information relating to CLIENT’s assets, liabilities, business or affairs which is received by SERVICE BUREAU in the course of rendering services.
6. Payment. Fees are subject to change on written notice.  All invoices will be due in full upon presentation.  Overdue accounts will accrue interest at the prime rate as published from time to time in the Wall Street Journal.  In the event the account is placed for collection, CLIENT shall pay all reasonable attorney’s fees and other costs of collection incurred by SERVICE BUREAU. SERVICE BUREAU reserves the right to withhold any and all work in process or records in its possession in event of a default in payment.
7. Scheduling. Delivery and processing schedules will be determined by the parties from time to time.  Courier and/or mail services will be charged as incurred.
8. Limitation of liability.  SERVICE BUREAU shall use due care in processing CLIENT’s work but shall be responsible only to the extent of correcting errors which are due to SERVICE BUREAU’s machines, operators or programmers.  In any event, SERVICE BUREAU’s liability with respect to this Agreement is limited to the total charge for the service provided herein and no special or consequential damages may be recovered. SERVICE BUREAU shall not be held liable for failure to provide the services herein if due to causes or conditions beyond its control. SERVICE BUREAU shall have the right to rely on the data provided by client through whatever medium is in use or may hereafter be put into use.  If the data submitted by CLIENT for processing is in anyway incorrect, incomplete, or is not in proper form, the CLIENT agrees to pay SERVICE BUREAU its standard rates in effect for any additional work performed to correct such data for processing.
9. Indemnification. CLIENT agrees to hold SERVICE BUREAU harmless from all loss, damages, and expenses (including reasonable attorney’s fees) in connection with any claim which may arise out of or as a result of the Agreement or the performance of its terms by SERVICE BUREAU accepts both the responsibility and liability for the timely payment and report of CLIENT’s payroll taxes but only based on information provided by CLIENT and only to the extent of available funds.  Should SERVICE BUREAU fail to make timely payment of these escrowed funds, SERVICE BUREAU will pay whatever penalties and interest that result for the error.  However, SERVICE BUREAU does not assume the liability for improper payment of taxes due to incorrect claims of tax exemptions or deductions by CLIENT or its Employees. The accuracy and integrity of the service is limited by the nature of CLIENT’s input. Therefore, SERVICE BUREAU cannot be held liable for CLIENT errors, wage and hour violations, sex discrimination or other employment policies which may violate the law. Numerous checks and balances are in place throughout the system. Ultimately, it is the CLIENT that must check the payroll and accuracy and reasonability. SERVICE BUREAU’s responsibility will automatically terminate should CLIENT funds be insufficient or otherwise to cover the net payroll, related taxes, and processing fees.  Returned check fee will be $100.00 per item for the first bounced payroll and $150 per item for payrolls bounced thereafter.
10. Program Ownership. All specifications, tapes, and programs utilized or developed by SERVICE BUREAU in connection with the Agreement (except those furnished by CLIENT) are and shall remain sole property of SERVICE BUREAU.
11. Status of Parties. SERVICE BUREAU is not an agent of CLIENT except where required for the Internal Revenue Service deposits filings, and correspondence.  Should an agency relationship be found to exist it will automatically terminate upon return to SERVICE BUREAU of any check or preauthorized charge of CLIENT for insufficient funds.
12. Applicable law. This Agreement shall be governed by the laws of the State of New Hampshire and constitutes the entire agreement between the parties.  The Agreement may be amended only in writing signed by both parties.
13. Termination. The Agreement may be terminated by either party upon thirty days-advanced written notice.  Any person failing to provide 30 days’ notice as required shall be liable for continued payment of fees for 30 days after terminating the services of SERVICE BUREAU.

Leslie T. Costigan, President, PayPlus, LLC