1. Payroll Processing Assistance

If agreed in an Order Form, we will assist you in accessing and using a mutually agreed third-party payroll processing platform (“Payroll System”) to facilitate payroll processing support (the “Payroll Assistance Services”). You authorize us to access the Payroll System and to input or relay your instructions to the Payroll System based on information you provide and at the cadence you designate.

You agree to provide and maintain sufficient access to the Payroll System for us to perform the Payroll Assistance Services. You will not change the Payroll System without our prior written consent.

1.1 Your Acknowledgements and Responsibilities

You acknowledge and agree that:

1. No fiduciary / no employer relationship. We are not a fiduciary of your company or any benefit plan and are not the employer or joint employer of your personnel.
   
   
2. We act only on your instructions. We will act at your direction on all payroll matters and will rely on the completeness and accuracy of the information you provide.
   
   
3. Timely inputs required. You are responsible for providing payroll instructions and all required information (including hours worked, time off, start/end dates, commissions, bonuses, garnishments, and withholding updates) sufficiently in advance for us to act. You agree to provide such information no later than two (2) business days before any applicable payroll deadline.
   
   
4. Compliance remains yours. You remain solely responsible for compliance with all applicable employment, wage and hour, and payroll-related laws and regulations (including the Fair Labor Standards Act and similar state/local requirements).
   
   
5. Employee determinations remain yours. You are solely responsible for all payroll-related determinations, including classification of workers (employee vs. contractor), exempt vs. non-exempt status, leave treatment, withholding elections, taxability of benefits, reimbursable expenses, and the accuracy of employee information.
   
   
6. Systems responsibility. We are not responsible for errors, outages, defects, or data integrity issues in your systems (including HRIS) or the Payroll System, or for issues arising from integrations between systems.
   
   
7. Ongoing review. You are responsible for periodically reviewing payroll records (no less than quarterly) to identify potential issues and determining any corrective actions. We will use commercially reasonable efforts to cooperate with you in implementing corrective actions to the extent they affect the Payroll Assistance Services.
   
   
8. Record retention. You are responsible for retaining payroll records for the periods required by law.
   

1.2 Funds and Payroll System Terms

Payroll is processed by the Payroll System under its terms and conditions. We do not receive, hold, or control payroll funds as part of the Payroll Assistance Services. You are solely responsible for ensuring sufficient funds are available and for any liabilities resulting from insufficient funds.

2. Sales Tax Remittance Assistance

If agreed in an Order Form, we will prepare sales tax reports and assist with sales tax remittance support using your point-of-sale system of record (the “Point-of-Sale System”) (the “Sales Tax Assistance Services”). You authorize us to prepare sales tax reports based on data in the Point-of-Sale System, submit filings to tax authorities as applicable, and submit payment instructions consistent with the prepared reports.

You agree to provide sufficient access to the Point-of-Sale System and relevant tax authority accounts to allow timely performance.

2.1 Your Acknowledgements and Responsibilities

You acknowledge and agree that:

1. Registration is your responsibility. You must obtain and maintain all required registrations (e.g., seller’s permits) in each jurisdiction where you have sales tax obligations.
   
   
2. Jurisdictions and cadence. You must identify all jurisdictions where you need to remit sales tax and the filing cadence for each (monthly/quarterly/annual), and notify us promptly of changes.
   
   
3. System data reliance. We will rely on the information in the Point-of-Sale System as it exists at the time we prepare reports. You are responsible for promptly notifying us if the information is incomplete, inaccurate, or requires adjustment.
   
   
4. Off-system inputs. You are responsible for providing any additional information necessary to prepare accurate filings that is not reflected in the Point-of-Sale System (e.g., inventory withdrawn for internal or personal use).
   
   
5. Account access. You must provide and maintain access credentials and required information for sales tax authority accounts used for filing and remittance.
   
   
6. Payment authorization. You authorize us to submit payment instructions consistent with the prepared sales tax reports. We will use payment-related information solely to facilitate sales tax remittance (including any authority-imposed processing fees) and for no other purpose.
   

2.2 Funds and Payment Processing

We do not receive, hold, or control sales tax funds. Sales tax payments are remitted directly from your account to the relevant government authority accounts. You are solely responsible for ensuring sufficient funds are available and for any liabilities resulting from insufficient funds.