Terms

Terms

1. GENERAL PROVISIONS

a) The employer shall forward to Payroll Xpress the necessary information to complete each payroll in accordance with a timing schedule agreed upon, shall be provided to Payroll Xpress with a minimum of two days prior to the payroll date. The employer is solely responsible for the accuracy and completeness of all information supplied to Payroll Xpress.

b) The employer shall provide the payroll funds and in return for the funds, Payroll Xpress, shall provide signed cheques or direct deposits or both for the employees and others as requested by the employer. Funds provided to Payroll Xpress shall be for the full amount of all payments to be made including service fees and applicable taxes thereon and shall be in a form satisfactory to Payroll Xpress. Payroll Xpress reserves the right to have the funds subject to guarantee by the employer’s financial institution. Payroll Xpress shall not be obliged to release any payroll documents or to honour the payments until it has received cleared funds from the employer.

c) The employer hereby grants Payroll Xpress authority to issue payments on behalf of the employer and to take such other action as may be necessary including, without limitation, authority to instruct its bank to stop payment and the authority to refuse payment. At the request of the employer or at Payroll Xpress' option, Payroll Xpress shall pay to the employer an amount equivalent to any funds held in trust on the account of payments against which stop payments have been placed, or which are, according to banking practice, considered to be stale dated.

d) The employer acknowledges that:

Payroll Xpress is entitled to invest monies held by the trust in accordance with the investment guidelines established from time to time by the directors of Payroll Xpress.
Payroll Xpress is entitled to the income and gains derived from the investment of funds held by the trust and are not accountable to the employer or to its employees or any other person for such income or gains.
Payroll Xpress is entitled to pledge such investments for borrowing of the trust to facilitate the payments, rather than converting them into cash.
e) As part of the payroll service, Payroll Xpress, shall periodically provide the employer with a list of all uncleared cheques issued on the employer’s behalf.

f) Payroll Xpress will be permitted to obtain such credit reports or other information as may be deemed necessary in connection with the establishment and maintenance of an account for any business requirement. Payroll Xpress is prohibited from providing reciprocal information to any individuals or businesses unless expressed consent is received.

g) Payroll Xpress shall use its best efforts to carry out this agreement fully, promptly and without error and the employer shall cooperate fully with Payroll Xpress for those purposes. Payroll Xpress' liability for late delivery or error shall be limited by providing payroll reports to the employer as promptly as possible. The employer shall indemnify and save harmless Payroll Xpress in respect of any claim on any nature arising out of this agreement or the services provided by Payroll Xpress other than claims arising out of negligence on the part of Payroll Xpress or its employees.

h) This agreement may be terminated by the employer giving Payroll Xpress 30 days notice in writing or by Payroll Xpress giving the employer 90 days notice in writing.

2. CONFIDENTIALITY

All Payroll Xpress employees have signed a confidentiality agreement and hold in confidence all data furnished by its payroll clients. Payroll Xpress will disclose information to various government agencies for the purpose of clarification or other lawful purpose. Upon termination of this contract or when employees cease to be employed all documentation will be destroyed unless written release of information is supplied.

3. PRE AUTHORIZED PAYMENTS (PAP)

The Employer and Payroll Xpress both agree that the 10 day pre notification requirement of the amount of the debit is waived. The employer authorizes Payroll Xpress to debit the company’s account for payments payable to Payroll Xpress in respect of payroll. The financial institution is not required to verify that any debits drawn by Payroll Xpress are in accordance with this authorization. This authorization for Payroll Xpress to debit the companies account may be cancelled at any time upon written notice given to Payroll Xpress. The effective date of cancellation shall not precede the date of any cheques or deposit advices issued by Payroll Xpress on the employer’s behalf unless other payment arrangements have been made.

Payroll Xpress has arranged a direct deposit service with a financial institution. If at anytime the employer utilizes this service Payroll Xpress shall provide a listing of the direct deposits to be deposited to the financial institution for each payroll. The listing of direct deposits shall be available to the employer on the business day following the preparation of the payroll. The employer shall review the listing and inform Payroll Xpress of any necessary corrections by 10:00 am Eastern time on the business day prior to payroll date. When utilizing the direct deposit service the employer shall indemnify and save Payroll Xpress harmless from and against any and all loss, damage or liability by reason of:

Incorrect information being supplied by the employer to Payroll Xpress
The failure of the employer to notify Payroll Xpress of irregularities or errors in the listing of direct deposits provided to the employer by Payroll Xpress prior to the release of the direct deposits to financial institution
The failure of a financial institution to process properly or on a timely basis the information provided by Payroll Xpress

4. GOVERNMENT REMITTANCES

CANADA REVENUE AGENCY SOURCE DEDUCTIONS (CRA)

The employer shall provide accurate account numbers, remittance frequency and any other information required from time to time to permit accurate and timely remittance of funds by Payroll Xpress. The company shall inform Payroll Xpress immediately in writing or by fax of any changes in its reporting requirements or account numbers and will hold Payroll Xpress harmless from any liability due to inaccurate information or unresolved tax situations. Payroll Xpress will pay any and all penalties and interest for any late filings that were the fault of Payroll Xpress. Payroll Xpress shall be responsible for with holding and remitting the employers statutory remittances including Income Tax, Employment Insurance and Canada Pension Plan unless the employer has elected to withhold and remit such statutory remittances on their own behalf. The company shall continue to receive all correspondence from CRA and is responsible for its review. Payroll Xpress shall have no obligation to remit the employer’s statutory remittance until it has received cleared funds from the employer. The employer shall be responsible for providing Payroll Xpress with any notices of rates, changes or errors received from CRA.

WORKERS SAFETY INSURANCE BOARD (WSIB)

The employer shall provide accurate account numbers, remittance frequency and any other information required from time to time to permit accurate and timely remittance of funds by Payroll Xpress. The company shall inform Payroll Xpress immediately in writing or by fax of any changes in its reporting requirements or account numbers and will hold Payroll Xpress harmless from any liability due to inaccurate information or unresolved tax situations. Payroll Xpress will pay any and all penalties and interest for any late filings that were the fault of Payroll Xpress. Payroll Xpress shall be responsible for withholding and remitting the employers WSIB. The annual reconciliation report is the responsibility of the employer unless Payroll Xpress has agreed in writing to complete the report on the employer’s behalf.

EMPLOYER HEALTH TAX (EHT)

The employer shall provide accurate account numbers, remittance frequency and any other information required from time to time to permit accurate and timely remittance of funds by Payroll Xpress. The company shall inform Payroll Xpress immediately in writing or by fax of any changes in its reporting requirements or account numbers and will hold Payroll Xpress harmless from any liability due to inaccurate information or unresolved tax situations. Payroll Xpress will pay any and all penalties and interest for any late filings that were the fault of Payroll Xpress. Payroll Xpress shall be responsible for withholding and remitting the employers EHT. The annual reconciliation report is the responsibility of the employer unless Payroll Xpress has agreed in writing to complete the report on the employer’s behalf.

5. FORCE MAJEURE

Neither party shall be liable to the other party for any delay, loss or damaged due to fire, explosions, power blackouts, labour disputes, acts of God, interruptions or failure to telecommunications, digital transmission links, internet failures and delays: provided that such cause was not within the reasonable control of the party affected.

6. SERVICE FEES

The fees to be paid by the employer to Payroll Xpress for its services here under shall not change within 12 months of the execution of this agreement. Payroll Xpress shall give the employer 60 days notice in writing of the intention to make price changes.

7. PAYMENTS

Funds are to be supplied to Payroll Xpress within the deadlines established. If the employer does not have sufficient funds to meet the third party obligations Payroll Xpress will notify the employer by phone and in writing and:

Shall refuse to pay any collected but unremitted payroll taxes, in which case the tax liability will be the sole responsibility of the employer
Refuse to perform further services and
Immediately terminate this agreement

Payroll Xpress charges a fee for all payments returned NSF. The employer and the indemnifiers agree to reimburse Payroll Xpress for any loss it incurs including, reasonable legal and attorney fees, interest and penalties as the result of the enforcement of this contract, unless enforcement resulted solely from Payroll Xpress' own negligence or intentional misconduct.

8. SATISFACTION GUARANTEE

If at anytime, for any reason, within 60 days of the employer’s first invoice date, the employer is dissatisfied with Payroll Xpress' service, the employer may cancel the service and receive a full refund of Payroll Xpress' payroll processing fees. Any dishonoured payment items within the first 60 days of service will make the satisfaction guarantee null and void.



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