Terms and Conditions

These terms and conditions (the “Terms and Conditions”) are expressly incorporated into the Household Payroll and Tax Service Request (the “Service Request”) entered into between GTM Payroll Services Inc., a New York corporation, having a principal place of business at 9 Executive Park Drive, Clifton Park, New York 12065 (“GTM”) and you (the “Client”). These Terms and Conditions may be updated by GTM from time to time. Each such update will be posted at https://gtm.com/household/termsandconditions/ or such other URL as specified by GTM.

1.  PAYROLL SERVICES

GTM agrees to provide payroll services, including the calculation, preparation (EasyPay®) and provision of payroll checks, payroll tax reports (EasyTax & Simply Nanny Tax), deposit checks (EasyTax Direct & EasyTax Express), payroll management reports, and payroll tax reports (the “Payroll Services”) as set forth in the Service Request. GTM shall perform the Payroll Services shall be based upon information provided to GTM by Client regarding Client’s business and employees. The Payroll Services shall include a one-time conversion of Client’s existing payroll data, if any, to the extent that such data conversion is necessary for the preparation and/or provision of the Payroll Services.

Payroll checks shall be prepared and provided on a weekly basis unless otherwise specified in the Service Request. Payment to GTM for the processing of payroll and provision of payroll checks shall be made by electronic funds transfer (EFT) or by credit card, subject to GTM approval. Client agrees to place funds in the bank account(s) from which the EFT will be made, or if payment to GTM is made by credit card, ensure that Client’s available credit line applicable to such credit card, will be made sufficient to cover all of the payments made by GTM on Client’s behalf, as of the date such payments are made. In the event that the funds in Client’s bank account(s) are insufficient to cover all such payments, or the credit card transaction is declined due to insufficient credit, GTM may, at its sole discretion, impose a penalty equal to one percent (1%) of the refused debit amount, minimum ​fee of $125.00 for each such instance, $250.00 for the second instance and $375 for the third instance to defray GTM’s administrative costs. GTM may, at its sole discretion, also seek to recover from Client or from Client’s employees any payments made to Client’s employees for which Client’s bank account funds and/or available credit are insufficient, and resulting damages incurred by GTM. In the event of one or more such instance of an insufficiency of funds in the bank account(s) of Client or any of Client’s Affiliate who are also clients of GTM, or lack of available credit, GTM may, at its sole discretion, require Client to make payment by bank wire in advance of any payroll payments made by GTM for the remaining portion of the Service Requests Term. In addition, in the event of an insufficiency of funds or available credit, GTM may, at its sole discretion, withhold payment of any federal, state, and/or local payroll taxes, the payment of which shall remain the responsibility of Client. All setup fees are non-refundable. Affiliate means any entity that is controlled by or under common control with Client.

In the event that no payrolls are processed for Client during the Selected Term, Client agrees to pay a minimum charge of six (6) months’ of payroll processing service fees.

2.  ADDITIONAL SERVICES

GTM provides services in addition to the Payroll Services (each, an “Additional Service”), which include, but are not limited to: year-end Employee W2 preparation, Employer W3 preparation, Schedule H preparation and associated additional tax reporting, Workers’ Compensation and Disability Insurance, human resources services, and management services. GTM has notified the Client in writing of these Additional Services and associated charges and Client has elected to have GTM provide the Additional Services indicated in the Service Request.

3.  AUTHORIZED USERS

Client is authorized to grant its employees access to view and edit employee data within each employee’s individual record. Client’s employees shall not, and Client shall require its employees not to, directly or indirectly, use the GTM website and services for any use beyond the scope of what is authorized herein. Client is solely responsible for any changes its employees make with regard to information in their records. GTM does not review, audit, or otherwise verify the accuracy of employee data and therefore GTM is not responsible for any issue that may arise with respect to information provided by or otherwise entered or altered by Client’s employees. Client is solely responsible and liable for all employee uses and actions in relation to the GTM website or services, or uses and actions of any other person provided access to the GTM website or services by Client, including failure to take any action with respect to use of the GTM website or services, whether such access and use is permitted by or in violation of these Terms and Conditions. Client shall be responsible for informing GTM of any change in employment status for any Client employee that has been granted access to the GTM website or services. Client may have access to employee user information including account user names, passwords, or other information uploaded by employee. Client shall treat such information as confidential information and shall be responsible for the protection of such information from unauthorized use, access, or disclosure or any other security breach or incident.

Client represents and warrants that all information entered, uploaded, or altered in the GTM website is accurate, complete, and was properly collected and entered in accordance will all applicable laws, including but not limited to all applicable data privacy laws. Client represents and warrants that it shall protect all information uploaded from unauthorized use, access, or disclosure or any other security breach or incident. Client shall notify GTM within seventy-two (72) hours of becoming aware of any unauthorized use, access, or disclosure or any other security breach or incident relating to the information uploaded on the GTM website or otherwise provided for the use of the Provided Services.

4.  ORDER SUMMARY AND MODIFICATION OF PROVIDED SERVICES

Following execution of the Service Request and upon commencement of each subsequent Selected Term, GTM will provide to Client an order summary (the “Client Order Summary”) detailing the Payroll Services and Additional Services, if any, Client has engaged GTM to provide (collectively, the “Provided Services”). During any Selected Term of the Service Request, Client may elect to have GTM to provide one or more certain other Additional Services, or may elect to discontinue one or more Provided Services (each, a “Request for Modification”). Each Request for Modification shall be provided to GTM in writing. GTM shall implement each Request for Modification on a schedule as determined by GTM, but no later than the start of the next Selected Term. For any extra Additional Service provided during the then-current Selected Term, Client shall pay GTM the pro-rated fee applicable to that Additional Service. Client shall not be entitled to a refund of any portion of the Provided Services Fee applicable to the then-current Selected Term as a result of any discontinuation of the Provided Services.

5.  PAYMENT

Client agrees to make payment to GTM for the Provided Services indicated in the Client Order Summary (the “Provided Services Fee”) pursuant to the fee schedule in the Service Request (the “Fee Schedule”). Client shall pay the entire Provided Services Fee applicable to each Selected Term, upon commencement thereof. The Fee Schedule may be updated by GTM from time-to-time at GTM’s sole discretion. GTM shall provide Client with notice of each such update to the Fee Schedule and/or GTM may post any such update at www.gtm.com/household/FeeSchedule, or such other URL as specified by GTM. Any such updates to the Fee Schedule shall be applicable to the Provided Services Fee due and owing during each subsequent Selected Term.

Payment of the Provided Services Fee shall be made by electronic funds transfer (EFT) or by credit card, subject to GTM approval. In the event that the funds in Client’s bank account(s) are insufficient to cover the Provided Services Fee, or the credit card transaction is declined due to insufficient credit or a credit card chargeback is issued, GTM may, at its sole discretion, impose a fee of $125.00 for each such instance, to defray GTM’s administrative costs. GTM may, at its sole discretion, also seek to recover from Client any resulting damages incurred by GTM.

6.  INDEMNIFICATION

Client agrees to indemnify, defend and hold harmless GTM, its employees, and agents from any claim, damage or cause of action, of every name, nature and kind, initiated by any employee or payee of Client and/or any creditor, beneficiary, or assignee of Client or of an employee or payee of Client for any action taken by GTM in the performance of GTM’s obligations or in enforcing any of GTM’s rights under the Service Request or these Terms and Conditions, except to the extent such cause of action arises out of or relates to the negligence or willful misconduct of GTM, its employees or agents. Client further agrees to indemnify defend and hold harmless GTM, its employees, and agents from any claim, damage or cause of action, of every name, nature and kind arising out of, or in connection with any fraudulent or criminal acts of Client’s employees and/or payees.

Client further recognizes and agrees that, as an employer, it is Client’s responsibility to comply or ensure compliance with any applicable federal, state, or local law or regulation regarding the employment of any individual or group. Such laws and regulations may include, but are not limited to, laws and regulations related to hiring practices, the immigration status of an employee, wage compliance, income tax or other tax withholding and/or reporting including electronic delivery of employee W2 forms, the provision of employee benefits, and insurance requirements, including workers’ compensation insurance and/or liability insurance. GTM may, from time to time and as part of the Provided Services herein, provide Client with information regarding GTM’s understanding of Client’s responsibilities under such laws or regulations. Client agrees to hold harmless GTM, its employees, and its agents for any and all liability resulting from Client’s failure to comply with such laws and regulations, whether or not such failure is based on information provided to Client by GTM and whether or not Client’s reliance on such information may or may not be deemed reasonable.

7.  TERM

As part of the Service Request, Client shall initially select either a twelve (12) month or six (6) month term (each a “Selected Term” and collectively, the “Term”), and the Provided Services identified and described in the Service Request shall commence on the subscription date indicated on the Service Request. The Service Request shall renew automatically at the end of each Selected Term for the same period of time (i.e., twelve (12) or six (6) months), provided, however, Client may cancel the Service at any time by contacting us at [email protected] or 800-929-9213, in which event Client will be credited any unused months of Service.

8.  COMPLIANCE WITH NACHA OPERATING RULES AND GUIDELINE

The following is a summary of the most common NACHA Rules that Client needs to be aware of. This list is not an all-inclusive list of the NACHA Rules. Client bears the sole responsibility of understanding the NACHA Rules and how they pertain to their business operations.

A complete copy of the NACHA Rules can be found at www.nacha.org. Client is considered an “Originator” under the NACHA Rules. The rights and responsibilities of the “Originator” can be found at OG 63-89 in the NACHA Rules. GTM recommends that the appropriate personnel of the “Originator” familiarize themselves with this section.

The NACHA Rules contain the following definitions (all capitalized terms used below and not otherwise defined shall have the respective meanings ascribed to such terms in the NACHA Rules):

ODFI – Originating Depository Financial Institution – A Participating Depository Financial Institution with respect to Entries (a) it Transmits directly or indirectly to and ACH Operator for Transmittal to an RDFI, and (b) on which it is designated as the ODFI in accordance with Appendix Three of the NACHA Rules.

Originator – a Person that has authorized an ODFI (directly or through a Third-Party Sender) to Transmit, for the account of that Person, a credit Entry, debit Entry, or Non-Monetary Entry to the Receiver’s account at the RDFI.

RDFI – Receiving Depository Financial Institution –  A Participating Depository Financial Institution with respect to Entries (a) it receives from its ACH Operator to the accounts of receivers, and (b) on which it is designated as the RDFI in accordance with Appendix Three of the NACHA Rules.

Third-Party Sender – a type of Third-Party Service Provider that acts as an intermediary in Transmitting Entries between an Originator and an ODFI, including through Direct Access, and acts on behalf of the Originator or another Third-Party Sender. GTM is a Third-Party Sender for ACH transactions.

Client acknowledges that, in order to use any Provided Service that includes or in any way involves automated clearing house (“ACH”) transactions, Client will be the “Originator” of the ACH transactions. Client warrants and agrees that it will follow, comply with, and be bound by the National Automated Clearing House Association (“NACHA”) Operating Rules & Guidelines (the “NACHA Rules”), as may be amended from time to time. GTM warrants that it is legally able to perform the requirements of Third Party Sender on behalf of the Originating Depository Financial Institution (“ODFI”) as that term is defined in the NACHA Rules.

Client agrees that it has assumed the responsibilities of an Originator under the ACH rules and acknowledges that Entries (as defined in the NACHA Rules) may not be initiated in violation of the laws of the United States. Client specifically acknowledges and agrees that GTM and its ODFI shall have the right to immediately audit, terminate, or suspend the Service Request following Client’s breach of the NACHA Rules. For purposes of this Section 7, “Banking Day” shall mean any day on which a NACHA-participating financial institution is open to the public for carrying on substantially all of its banking functions. GTM’s right to terminate the Service Request pursuant to this Section 7 shall be in addition to and not in lieu of any other right of GTM to terminate the Service Request.

Client specifically acknowledges and agrees that each ODFI engaged by GTM in connection with ACH transactions shall have the right to conduct an audit of GTM and Client to determine compliance with the Service Request, these Terms and Conditions, and the NACHA Rules. Client agrees to cooperate and participate in each such audit initiated by an ODFI. Where possible, GTM shall provide Client with notice of any such audit.

Client must retain and provide upon request copies of each employee authorization form for two (2) years after such form expires.

In regards to the origination of an ACH credit transfer subject to Article 4A of the Uniform Commercial Code (“UCC”): (a) the Entry (as defined in the NACHA Rules) may be transmitted through the ACH; (b) the rights and obligations of Client concerning the entry are governed by the laws of the State of New York; (c) credit given by the Receiving Depository Financial Institution (“RDFI”) to the recipient party is provisional until the RDFI has received final settlement through the Federal Reserve Bank or otherwise has received payment as provided for in Section 4A-403(a) of the UCC; and (d) if the RDFI does not receive payment for the Entry, the RDFI is entitled to a refund from the recipient in the amount credited to the recipient’s account, and the Client will not be considered to have paid the amount of the Entry to the recipient.

NACHA updates as well as additional information can be found on the NACHA website located at: https://www.nacha.org/.

9.  GDPR DATA PROCESSING ADDENDUM

Client has read, understands, and agrees to be bound by the terms of the GDPR Data Processing Addendum, as may be updated by GTM from time to time, which are posted at www.gtm.com/household/GDPR_DPA or such other URL as specified by GTM (the “DPA”), which is expressly incorporated into these Terms of Service and the Service Request by reference.

10.  TERMINATION

GTM or Client may terminate this Service Request without prejudice to any other remedies either party may have in the event that one or more of the above terms is materially breached by the opposing party and such breach is not cured within twenty-four (24) hours of the opposing party’s receipt of notice of such breach.

11.  DISCLAIMER OF LIABILITIES

ALTHOUGH GTM USES REASONABLE EFFORTS TO EXERCISE STANDARD PRACTICES TO ENSURE COMPLIANCE WITH APPLICABLE LAW (TO THE EXTENT APPLICABLE) AND TO CORRECT REPORTED ISSUES WITH ANY PROVIDED SERVICES, INCLUDING SOFTWARE, WITHIN GENERAL INDUSTRY ACCEPTED STANDARDS, THE PROVIDED SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND GTM AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. GTM IS NOT RESPONSIBLE FOR ACCURACY OF THE DATA COMMUNICATED. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY GTM, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. GTM MAKES NO WARRANTIES WITH RESPECT TO, AND HAS NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH, THE OPERATION, PERFORMANCE OR SUITABILITY OF ANY THIRD-PARTY BENEFIT OR INSURANCE PRODUCT OR SERVICE AVAILABLE FOR ENROLLMENT, REGISTRATION, USE OR CONNECTION THROUGH ANY PROVIDED SERVICES. CLIENT ACKNOWLEDGES THAT GTM MAY WORK WITH THIRD-PARTY PROVIDERS AND GTM SHALL NOT BE LIABLE WITH RESPECT TO SUCH THIRD-PARTY ACTIONS OR OMISSIONS.

12.  LIMITATION OF LIABILITY

GTM AND ITS AFFILIATES, CONTRACTORS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, ADVISORS, EMPLOYEES, AGENT AND LICENSORS SHALL NOT BE LIABLE FOR LOSS OF USE, LOST PROFIT, LOSS OF DATA, BUSINESS INTERRUPTION, AND ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE PROVIDED SERVICES OR THE SERVICE REQUEST, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL GTM’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE REQUEST EXCEED THE AMOUNT CLIENT ACTUALLY PAID GTM UNDER THE SERVICE REQUEST IN CONNECTION WITH THE PROVIDED SERVICES FOR THE TWELVE (12) MONTHS PRIOR TO ANY SUCH CLAIM.

13.  NOTICE

All notices made pursuant to the Service Request or these Terms and Conditions shall be made in writing and either mailed or delivered as follows: GTM Payroll Services Inc. 7 Executive Park Drive Clifton Park, NY 12065; notices to Client shall be made to the address set forth in the Service Request.

14.  ASSIGNMENT

GTM and/or Client may sublease, sublicense, or assign the Service Request, in whole or in part, to any third party with the prior written consent of the opposing party which consent shall not be unreasonably withheld or delayed. In the event of an assignment, the Service Request shall be binding upon and inure to the benefit of the third party, the non-assigning party’s remedies under the Service Request shall be against the third party, and the non-assigning party’s obligations under the Service Request shall be to the third party. Notwithstanding the foregoing, if Client assigns the Service Request, Client shall remain obligated to GTM for all events and damages arising or occurring prior to the assignment. In the event of a sublease or sublicense, the rights and obligations of the parties shall remain with the parties. In the event that Client finalizes such a sublease, sublicense, or assignment, after GTM approves the same, Client shall notify GTM of such, in writing, within seven (7) days of entering into the sublease, sublicense, or assignment.

15.  ACKNOWLEDGEMENT

If Client has retained GTM to provide Tax Filing Services to help assure filing deadlines and deposits are met, then GTM has agreed to provide this service. . Client authorizes GTM to apply for federal and state employer identification numbers based on the client profile information provided to GTM. In accordance with IRS regulation, Client acknowledges that GTM has disclosed to Client that Client is ultimately responsible for remittance of employer and employee taxes to the appropriate tax agency and that GTM has provided Client with the ability to monitor such remittances GTM makes on their behalf. In the event that GTM remits more employer and/or employee taxes than required, Client shall reimburse GTM therefor immediately.

GTM provides superior standards in the auditing and processing of payroll. However, GTM is not the final auditor of payroll. The Client understands and agrees that they are the ultimate auditor of their own payroll; responsible for making sure their payroll information is accurately processed. By reviewing and auditing their payroll (available online two (2) business days prior to the check date), the Client must contact GTM and advise of any errors in their payroll within two (2) business days of receipt of their payroll. If the Client notifies GTM within two (2) business days of the receipt of their payroll and it is determined that GTM caused the error, GTM will fix the payroll error in a timely manner at no charge to the Client. If the Client notifies GTM within two (2) business days of receipt of their payroll and the Client caused the error, the Client agrees to pay any and all fees incurred to fix the specified payroll(s) and GTM will process the correction within two (2) business days of the notification. If the Client does not notify GTM within two (2) business days of receipt of their payroll with any errors, the Client agrees to accept full responsibility for any and all errors within their payroll and agrees to pay any and all fees incurred to fix the specified payroll(s). Client acknowledges that it is responsible for all losses of data, information or fraud related to the hacking or compromise of any computer system of Client or any of its employees or agents.  Any damages incurred as a result thereof are the sole and exclusive responsibility of Client.

16. CLIENT’S PROFESSIONAL CONDUCT AND NONDISCRIMINATION

The Parties agree that mutual respect is integral to the performance of the Agreement. Behaviors that contribute to a hostile, humiliating and/or intimidating work environment, including abusive language or behavior toward GTM employees, are unacceptable and will not be tolerated. Discrimination by Client on the grounds of disability, age, race, creed, color, religion, sex, national origin, or any other classification protected by federal or state law is expressly prohibited. Client must communicate reasonably and responsibly with GTM and respond to GTM requests for information in a timely and professional manner. If GTM reasonably believes that Client has violated this policy or applicable law, GTM shall provide written notice of such violations to Client.  In addition, in such event, GTM, at its sole option, may terminate the Agreement.

17.  PREVENTION OF FRAUD/DISCLOSURE AUTHORIZATION

Client expressly authorizes Client’s wireless carrier (e.g., AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) to disclose to GTM and its third-party service providers Client’s mobile number, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status and device details, if available, solely to verify Client’s identity and prevent fraud for the duration of the Service Request. See GTM’s Privacy Policy, posted at www.gtm.com/privacy, to see how GTM treats Client data.

18.  GOVERNING LAW

This Service Request and these Terms and Conditions shall be governed by and construed under the laws of the State of New York, without reference to principles of conflict of laws. Any litigation hereunder shall have as its venue the New York State Supreme Court, County of Saratoga, or the United States District Court for the Northern District of New York if any such litigation is to be brought in Federal court and Client hereby submits to the jurisdiction of such courts.

19.  INCORPORATION

The Service Request and these Terms and Conditions, including any addenda hereto and other agreements, if any, specifically referred to herein, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges and supersedes all prior agreements, writings, commitments, discussions, and understandings between them.

20.  MODIFICATION

The Service Request may be modified only in writing and only when signed or acknowledged by GTM, Client, and/or any third party assignee at the time of such modification. These Terms and Conditions may be updated by GTM from time to time, at its sole discretion, which shall be binding on Client. Each such update will be posted at www.gtm.com/household/termsandconditions, or such other URL as specified by GTM.

21.  ATTORNEYS’ FEES

GTM shall be entitled to collect from Client all costs and expenses, including, but not limited to attorneys’ fees and court costs, incurred by GTM in enforcing its rights under the Service Request or these Terms and Conditions.

Please Keep For Your Records

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