Crelate Payroll Services Terms

Last updated: April 1, 2024

 

THESE CRELATE PAYROLL SERVICES TERMS (“Crelate Pay Terms”) DESCRIBE THE SPECIFIC TERMS THAT APPLY TO CERTAIN CRELATE SERVICES OR FEATURES OFFERED BY CRELATE and its suppliers related to the processing of payroll (“Crelate Pay”) BY ACCESSING, USING, AND/OR SUBSCRIBING TO Crelate Pay, YOU HEREBY AGREE to the terms herein. THESE Crelate Pay Terms ARE INCORPORATED INTO, AND FORM A PART OF, THE CRELATE TERMS OF SERVICE OR CRELATE MASTER SAAS SUBSCRIPTION AGREEMENT (AS APPLICABLE, THE “AGREEMENT”) BETWEEN CRELATE AND THE ENTITY THAT ENTERED INTO THE AGREEMENT (“CLIENT” OR “YOU(R)”) WITH CRELATE.

 

A violation of these Crelate Pay Terms is a violation of the Agreement. In the event of a conflict with the Agreement and the Crelate Pay Terms, the Crelate Pay Terms will control to the extent of the conflict. Capitalized terms not defined herein have the meaning given to them in the Agreement.

Definitions

• Client Payroll Data – means any data, or information, including Personally Identifiable Information regarding wages, taxes, hours worked, location of services, and any other reasonably requested payroll-related information reasonably determined to be relevant to Crelate Pay.
  
• Employee(s) – means any employee and/or independent contractor of the Client.

• Payroll Processor – means a third-party, Check, Inc. and related entities, that have contracted with Crelate to provide payroll processing services on behalf of our customers.

• Payroll Processor Terms – means terms the Payroll Processor’s Terms of Service (checkhq.com/terms), and for employers, the Payroll Processor’s Payroll User Service Terms (https://www.checkhq.com/employerterms).

1. Crelate Pay Services – Crelate may utilize a third party for the provisioning of Crelate Pay. Crelate currently utilizes a Payroll Processor. Access and continued use of Crelate Pay is contingent upon an analysis of creditworthiness by Payroll Processor. You shall agree to and remain in compliance with Payroll Processor Terms before beginning to use and throughout the term of your use of Crelate Pay. Further, any complaints pertaining to Payroll Processor, a third-party partner of Crelate, will be addressed to Payroll Processor’s complaints policy, which is available at https://www.checkhq.com/complaints-policy.

While Crelate uses commercially reasonable efforts to maintain continuity within Crelate Pay and the governing Payroll Processor Terms, certain third parties may require Crelate to modify either a) Crelate Pay; and/or b) the Crelate Pay Terms. In addition, a necessary third party may, in its sole discretion and at any time, proscribe you or any other user from accessing Crelate Pay.  If Crelate is required to modify either m) Crelate Pay; n) the Crelate Pay Terms; or o) your use of or access to Crelate Pay, Crelate will provide you with as much notice of the change as is commercially reasonable for Crelate. If you do not agree to a modification pertaining to either y) Crelate Pay; or z) the Terms of Use, your sole remedy shall be to terminate any ordering document for your own convenience.

2. Crelate Pay Ancillary Fees – You agree to pay any passthrough fees (“Crelate Pay Ancillary Fees”) as defined in Schedule 1 below, resulting from your use of Crelate Pay, as they are incurred. Crelate Pay Ancillary Fees are due upon receipt and are subject to the terms of the Agreement.

3. Authorization – You agree that you will provide Crelate (or a third party appointed by Crelate) with all disclosures, consents, data, and/or other written authorizations deemed reasonably necessary by Crelate to facilitate (a) compliance with law and/or regulation; or (b) the provisioning and operation of Crelate Pay. Such information may also include information pertaining to anti-fraud analysis or risk and credit analysis. Crelate may, in its sole discretion, immediately terminate access to Crelate Pay to any person or entity reasonably believed to be in violation of the Agreement. If a third party at any point requires additional information from you prior to providing certain Crelate Services, you shall be required to provide all required information. If you fail to do so, Crelate or a third party may (w) withdraw an offer of expedited payroll; (x) require you to transmit funds by wire or other method determined by Crelate; (y) require you to provide current bank statements; or (z) require you to provide one or more additional payments to be held in escrow, or any other actions reasonably requested.
4. Client Cooperation – Client agrees to cooperate with Crelate and any other third parties upon a reasonable request related to fraud or illegality by Client or Client employee and/or independent contractor, failure of an Client to provide sufficient payroll or tax funds, recovery of funds erroneously issued or transferred to any payee or credited to any payee’s account, or to remedy any other errors occurring due to fraud, mistake, or erroneous or changed payment information. Failure to pay unfunded payroll or tax obligations within ten (10) days may result in suspension of access to Crelate Pay.
5. Client Payroll Data – In connection with Crelate Pay, at all times, you must provide Crelate (or a third party appointed by Crelate) with timely access all Crelate Payroll Data that is reasonably requested and relevant to Crelate Pay. (“Client Payroll Data”). You warrant that all such Client Payroll Data shall be fully accurate. If any errors result, whether directly or indirectly, from Crelate’s (or a third party designated by Crelate) reliance on information, changes to information, or requests to change information provided by you or your employee, Crelate makes no warranty or guarantee that such will be partially or fully corrected. If interest or penalties result from such error, Crelate is not responsible for such liabilities. Crelate reserves the right to charge additional fees for any error corrections or form amendments.

6. Client Payroll Data – You further warrant that all Client Payroll Data provided by you does not and will not infringe or constitute an infringement or misappropriation of any intellectual property rights of a third party.

7. Communication – You agree that Crelate (or a third party appointed by Crelate) may directly reach out to and/or communicate with a) you or b) your Employees (if applicable) that receive any services through Crelate Pay, in the event that Crelate (or a third party) determines that (y) such communication is reasonably necessary for the effective and compliant operation of the services; or (z) such communication is required by law or regulation.

8. License to Client Payroll Data – You provide Crelate (and its third party designates) with a limited, royalty-free, revocable, paid-up, non-exclusive, non-transferable, non-sublicensable license to store, display, and use any and all Client Payroll Data. You acknowledge that you may be required to provision Crelate with PII pertaining to (a) you; or (b) your employees (if applicable), to facilitate the use of Crelate Pay. Failure to provide necessary information will result in Crelate’s suspension of Crelate Pay, in Crelate’s sole discretion. You further acknowledge and consent to Crelate utilizing third parties to facilitate Crelate Pay and to such third parties processing PII. Crelate complies with all applicable laws and regulations. You represent that you comply with all applicable laws and regulations each time you provide Crelate or the Payroll Processor with PII for the purposes of obtaining services through Crelate Pay.

9. Anonymized Use of Client Payroll Data – You consent to Crelate’s (and its third parties) use of any Client Payroll Data provided by you for any use, so long as such data is aggregated and anonymized in a manner that such data does not identify a) you; or b) your Employees.

10. Acceptable Use – In addition to all terms in the Crelate Acceptable Use Policy, you shall not a) use Crelate Pay in any manner other than as explicitly described herein; b) sell, sublicense, distribute or otherwise commercially exploit Crelate Pay; c) introduce any infringing, obscene, libelous, or otherwise unlawful data or material; d) interfere with any features or functionality of Crelate Pay.

11. Suspension of Crelate Pay – In the event Crelate in its sole discretion determines that a) you; or b) your Employees, have utilized Crelate Pay to engage in any fraud or illegality, Crelate may immediately suspend Crelate Pay services. Similarly, if you fail to provide sufficient payroll or tax funds, or if you fail to remedy any other errors occurring due to fraud, mistake, or erroneous or changed payment information within a timeframe deemed reasonable by Crelate, Crelate reserves the right to suspend your access to Crelate Pay.

12. Payroll Indemnity – In addition to other indemnity provided for by the Agreement, you shall indemnify, defend and hold harmless Crelate (including its Affiliates and suppliers) and their respective officers, directors, employees, agents, successors and assigns from and against any and all loss, damage, liability, and expense arising from any claim brought against Crelate by any third party to the extent (a) alleging that your use of Crelate Pay is in violation of the terms of this Agreement, infringes upon any patent, copyright, trademark, trade secret, or other proprietary right of, or otherwise harms, such third party (including any rights of publicity or privacy); (b) resulting from missed, delayed, or inaccurate payments to your Employees and/or taxing authorities resulting from Crelate’s (including its Affiliates and suppliers)  use of or reliance on information or Client Payroll Data furnished by you; (c) resulting from your access to and use of Crelate Pay inconsistent with Crelate’s requirements or instructions; (d) resulting from actions taken by Crelate in connection with the Agreement at the direct request or instruction of you.
13. No Advice – Client acknowledge and agrees that Crelate is not in the business of providing legal, tax, regulatory, financial, accounting, compliance, human resources, employment, or other related professional services or advice, and neither Crelate Pay nor any statements or representations made should be considered legal, tax, compliance, or accounting services or advice. Please consult with a professional who is credentialed or licensed in the relevant area for advice.

14. Discontinuation of Services – The Services are provided solely at the discretion of Crelate and its third-party providers and certain aspects or features of the Services may be changed, suspended, or canceled at any time, PROVIDED THAT (a) Crelate will give no less than ninety (90) days’ prior notice to Client in the event a disconnection of a Crelate Pay related Service.

15. Security – Client will develop, implement, and maintain an information security program that is consistent with industry standards and includes appropriate administrative, technical, and physical safeguards designed to protect Personal Information. For the avoidance of doubt, this includes safeguards designed to: (i) protect the security and confidentiality of Personal Information; (ii) protect against anticipated threats or hazards to the security or integrity of Personal Information; (iii) protect against unauthorized access to or use of Personal Information that could result in substantial harm or inconvenience to a party; and (iv) address proper disposal of Personal Information. (v) Client will enable and maintain strong passwords and multi-form factor authentication in order to use and Crelate Pay. Each party shall provide the other party with its current cybersecurity policy and related information upon request.

Schedule 1 – Crelate Pay Ancillary Fees

Service	Fee
Failed Employee account validation or payment, including Notification of Change (per Employee)	$12
Funding of payroll via wire by Employer (per wire)	$15
Attempted reversal of payment to Employee (whether successful or not (per Employee))	$75
Untimely tax filing where delay is due to no fault of Crelate or its affiliates or suppliers (per filing)	$200
Return fee for unsuccessful funds transfer from Employer, inclusive of wire fees (per return)	$125
Tax returns filed for Employers no longer using the Services (per filing)	$200
Amended tax returns (includes federal and applicable state returns; first amendment for each Employer is complimentary)	$200
Printing and mailing W2 and 1099 paper returns at year-end, where required (per return)	$4