Updated Terms of Service
We've recently update our Terms of Service. The updated Terms of Service will automatically come into effect for all existing users on June 21, 2018. Your continued use of the Ludt Payroll service from that day on will be subject to the new Terms of Service.
Last Updated: May 21, 2018
Thank you for using Ludt Payroll!
Table of Contents
- Payroll Services
- Tax Services
- Employee Direct Deposit
- Hosted Application: End User Agreement
THIS Payroll Services Agreement (“Agreement”) is made and entered into by and between Ludt Payroll and the business or entity authorizing Ludt Payroll to provide payroll processing services and on whose behalf the "Client Services Agreement" is signed, hereinafter referred to as “Client.” Subject to acceptance by Ludt Payroll (which at Ludt Payroll’s option may include credit and reference checks), Client hereby enrolls in Ludt Payroll’s payroll processing service. Except as otherwise specifically provided in the other service agreements and authorizations enclosed in this Agreement, the terms and conditions provided in this agreement apply with equal force to Ludt Payroll’s tax, direct deposit, and auto-debit services. The Effective Date of this agreement is the date of execution by the client of the "Client Services Agreement".
NATURE OF SERVICE: Ludt Payroll agrees that, upon the Effective Date of this agreement, and for as long as this Agreement is in effect and Client is using Ludt Payroll for the processing of its payroll, Ludt Payroll will process Client’s payroll pursuant to the set-up information, payroll data and delivery instructions provided by Client and exclusively with funds that Client shall provide no later than 2:00 pm Pacific Time 2 banking day(s) prior to the check date for each pay cycle. Client acknowledges that Ludt Payroll has no responsibility for any services prior to the Effective Date of this Agreement and agrees that in the performance of its services Ludt Payroll is not rendering any legal, tax, accounting or investment advice.
LIMITATIONS ON WARRANTIES: Except as provided, LUDT PAYROLL MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES IT PERFORMS UNDER THIS AGREEMENT, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. In the event of any breach of the foregoing warranty, Client’s sole remedy shall be, provided it promptly notifies Ludt Payroll of such breach, that Ludt Payroll shall use reasonable efforts to correct such breach by re-performing the services in question, if practicable. While Ludt Payroll stands behind its services, under no circumstances will Ludt Payroll be liable for the negligence of any other person or entity including, but not limited to, the negligence of Client and its employees or agents, and the negligence of any person or entity which provides services in connection with this Agreement.
CLIENT’S RESPONSIBILITY FOR PAYROLL INFORMATION/FUNDS: Client understands that Ludt Payroll operates a payroll system that automatically generates employee payroll checks and electronic wage payments based exclusively on the payroll information supplied to Ludt Payroll by Client. Client agrees that it is Client’s responsibility to provide correct payroll information for its own employees, to insure that all such information is kept complete and up to date, and to verify the accuracy of all such information on an ongoing basis for each and every pay period. Client agrees that Ludt Payroll has no obligation to inspect or verify the payroll data supplied by Client. Client shall deliver to or otherwise provide Ludt Payroll with accurate and complete payroll and employee information and funds sufficient to cover all required payments under this Agreement (including, without limitation, employee wage and salary payments, tax payments, and service fees). Funds Availability Policy: Funds must be available no later than 2:00pm Pacific Time 2 banking day(s) prior to each scheduled Payday. Client agrees that Ludt Payroll may debit (via EFT) Client’s account in order for Ludt Payroll to make Client’s payroll payments. If Client fails to deliver accurate and complete payroll information and funds by the deadline set forth above, Ludt Payroll shall not be obligated to deliver the payroll on the scheduled payday. If Client fails to maintain a sufficient balance in the designated payroll account to cover all required payments then, in addition to all other remedies available at law, Client shall pay an exceptions processing fee of $100.00 if any electronic payment transactions are returned due to insufficient or uncollectable funds – in the event of an e-payment shortfall, your payroll and tax liabilities may not be paid on time or at all, and Ludt Payroll has no liability. If a direct deposit to an employee's account is returned due to an invalid account number, we will return the funds to your company account for a processing fee of $25.00 per transaction. If, due to an error in your account setup, you are required to file corrected tax returns, we will prepare these returns for a fee of $54.00 per hour. In the event of a calculation or reporting error by our service, there is no charge for correcting returns. Ludt Payroll may adjust the funds availability policy and/or, terminate this Agreement if Client repeatedly fails to deposit and maintain sufficient funds in the designated payroll account to allow Ludt Payroll to make all required payments.
SERVICE FEE: Client shall pay Ludt Payroll a service fee for the services to which Client has subscribed in accordance with Ludt Payroll’s Pricing Schedule. Ludt Payroll may adjust the pricing of its services in accordance with its pricing schedule as may be in effect from time to time, and Ludt Payroll may change both its ongoing service fees as well as specific one-time charges (such as set-up fees or NSF charges) to be charged to Client upon written notice to Client. Client understands and agrees that quarterly and/or annual payroll reports to be provided to Client may be withheld by Ludt Payroll if Client has not paid such service fees as may have been due at the close of the calendar period.
PAYMENT: Unless otherwise agreed to in writing by Ludt Payroll, Client shall pay its fees for all Ludt Payroll services through an EFT transaction. Client agrees that the funds representing the total amount due for all applicable Ludt Payroll billings must be on deposit in Client’s designated bank account in collectible form and in sufficient amount on the day the Ludt Payroll EFT charge is initiated. Client hereby authorizes Ludt Payroll to initiate entries to the bank account specified on The Client Services Agreement in order to pay amounts client owes to Ludt Payroll in accordance with the Terms of Service and Pricing Schedule agreed to per the client's execution of the Client Services Agreement and, if necessary, to initiate adjustments for any transactions credited or debited in error. Client acknowledges that transactions initiated to the bank accounts must comply with the provisions of U.S. law. This authorization will remain in effect until the organization notifies Ludt Payroll in writing to cancel it in such time as to afford Ludt Payroll and the bank reasonable opportunity to act on it. If sufficient funds are not available upon presentation of Ludt Payroll’s EFT charge to Client’s bank account, Ludt Payroll may take such further action, as it deems appropriate and consistent with this or any other agreement with Client. EFT or other payments not received by the date due will be subject to the NSF Fees outlined in this agreement.
TERM/TERMINATION: The term of this Agreement shall begin on the effective date shown on the date of execution of The Client Services Agreement and continue until terminated by either party in the manner provided in this Subsection. Client is required to provide 30 days written notice when terminating this Agreement; A reconciliation fee may be assessed to all terminating clients. Ludt Payroll may terminate this Agreement immediately upon written notice to Client if: (a) Client becomes bankrupt, makes an assignment for the benefit of its creditors, or is subject to receivership, (b) Ludt Payroll in its sole discretion determines that Client has suffered a material adverse change in its financial condition or that Client is unable to pay its debts when due, or (c) as a result of legislative, regulatory or judicial action, Ludt Payroll in its sole discretion determines that its interests are adversely affected. In addition, Ludt Payroll may terminate any EFT-related services requested by Client in the event of an NSF. Termination of this Agreement shall not relieve Client of its responsibilities hereunder, including without limitation its payment obligations to Ludt Payroll. Following the termination of this agreement or during this Agreement Ludt Payroll reserves the right to collect any outstanding monies owed due to errors or omissions that may have occurred during the term of this agreement.
RELATIONSHIP: This Agreement establishes an independent contractor relationship only, by which Ludt Payroll will perform the payroll and other services described in this Agreement. It is not intended by this Agreement that a partnership, joint venture, master/servant or similar relationship be established, and this Agreement shall not be construed in such manner.
ATTORNEY’S FEES AND COSTS: In the event of any dispute arising out of the subject matter of this Agreement, the prevailing party shall recover, in addition to any other damages assessed, its reasonable attorneys’ fees and costs incurred in litigating, arbitrating, or otherwise settling or resolving such dispute whether or not an action is brought or prosecuted to judgment.
LIMITATION OF LIABILITY: Ludt Payroll shall perform its services in a competent manner in accordance with industry standards. Ludt Payroll shall not be liable for acts or omissions that do not constitute negligence or willful misconduct. Ludt Payroll shall be liable only for actual damages Client may incur as a result of Ludt Payroll’s breach of, or exercise of its rights under, this Agreement, and shall not be liable for any special, indirect, incidental, punitive or consequential damages which Client may incur even if the likelihood of such damages was known or contemplated by Ludt Payroll and regardless of the legal or equitable theory of liability that Client may assert, including, without limitation, loss or damage from subsequent wrongful dishonor resulting from any financial institutions’ acts or omissions serving as Originating Depository Financial Institution (”ODFI”) under the Automated Clearing House (“ACH”) network. Ludt Payroll shall not be liable for any damages to Client resulting from any decision by Ludt Payroll to withhold checks in connection with Clients payroll due to concerns regarding Client’s creditworthiness or because Client failed to provide funds necessary to cover Client’s payroll, and all applicable tax and other payments. Without limiting the generality of the foregoing, Ludt Payroll shall be excused from failing to act or any delay in acting if such failure or delay is caused by legal constraint, terrorist activity, and interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond Ludt Payroll’s control. Subject to the foregoing limitations, Ludt Payroll’s liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of New York for the period involved.
CLIENT’S ACTS/INDEMNITY: Ludt Payroll shall not be responsible for Client’s acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal, or authorization of any entry received from Client). Client shall indemnify Ludt Payroll against any loss, liability, damages, costs or expenses (including attorneys' fees and costs) resulting from or arising out of Client’s performance or failure to perform its obligations under this Agreement.
MISCELLANEOUS: This Agreement shall be governed by the laws of the State of Oklahoma. Except as provided further herein, any dispute arising out of or in connection with this Agreement, if not otherwise resolved, shall be adjudicated by binding arbitration in Oklahoma County, Oklahoma in accordance with the rules of the American Arbitration Association. Any dispute arising out of, or in connection with, any other service provided by Ludt Payroll (or any affiliate thereof) or any other agreement between the parties may be consolidated within the same arbitration proceeding. The parties agree that the prevailing party in any arbitration or judicial proceeding be awarded costs and attorney fees and that an arbitration award may be entered as a judgment in any court having jurisdiction over either party. This Agreement contains, along with the other service agreements and authorizations contained in this Agreement, the entire agreement of the parties, and Client acknowledges that Ludt Payroll has not made any representations or warranties that are not contained in this Agreement. Ludt Payroll may modify this Agreement from time to time, and if notified of any such change in writing, Client will be deemed to have accepted any such change or modification as of the effective date thereof, unless Client elects to terminate this Agreement by written notice to Ludt Payroll prior to such effective date. If any provision of this Agreement, or any portion thereof, shall be held to be invalid, illegal or unenforceable, the validity, legality, or enforceability of the remainder of this Agreement shall not be affected or impaired in any way. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision of this Agreement. The captions appearing at the beginning of each paragraph of this Agreement are for convenience only and are not part of this Agreement, nor do they in any way limit or amplify the terms and provisions of this Agreement. Each party to this Agreement shall comply with all applicable provisions of Federal and State laws. If any provision of this Agreement is held inoperative, the remaining provisions shall remain in full force and effect. Upon request by Ludt Payroll, Client will furnish Ludt Payroll with Client’s most recent year-end financial statements, including its income statement and balance sheet, and such other financial information as Ludt Payroll may reasonably require. Client has consented to the financial institutions' access to financial information. This Subsection shall survive the termination of this Agreement.
BINDING AGREEMENT/ASSIGNMENT/CHANGE OF OWNERSHIP: This Agreement shall be binding on and inure to the benefit of each of the parties hereto and their respective, successors and assigns. This Agreement may not be assigned by Client without the prior written consent of Ludt Payroll. Any assignment made without such consent shall be null and void. Client shall notify Ludt Payroll of any sale or other disposition of all or substantially all its assets or all or substantially all of its stock, membership interests, partnership interests or other equity at least ten (10) days prior to the sale.
FORMS: Client shall execute and deliver to Ludt Payroll all forms required to process Client’s payroll, and, if applicable, make all required tax payments and file all applicable state and federal tax forms.
PASSWORD/TELEPHONIC/EMAIL INSTRUCTIONS: Ludt Payroll may assign a user identification and password to remote access and internet users. Each time Client accesses the service, Client will be required to enter the necessary password. Ludt Payroll has no obligation to verify any transaction request it receives from remote or internet users that enter the correct user identification number and password. All payroll service transactions initiated by persons entering the correct user identification and password are deemed to be fully authorized by Client. If a password is lost or stolen, or disclosed to or discovered by an unauthorized individual, Client must notify Ludt Payroll immediately. Failure to notify Ludt Payroll promptly could result in loss of funds and unauthorized access to confidential information concerning Client and its employees. Client may contact Ludt Payroll at (503) 839-3344 to report a lost, stolen or unauthorized disclosure of its user identification or password. Ludt Payroll reserves the right to prevent access to the payroll service if Ludt Payroll has reason to believe the confidentiality of passwords has been compromised. Client understands that Ludt Payroll has implemented the password security procedures for the purpose of verifying the authenticity of the payment instructions transmitted to Ludt Payroll, and not for the purpose of detecting errors in such instructions. Client may communicate with Ludt Payroll by telephone about the payroll service. Ludt Payroll may assign a telephone code word to be used by Client’s authorized representatives communicating with Ludt Payroll by telephone. Client acknowledges that any payroll information or other instructions communicated to Ludt Payroll by an authorized Client representative using the authorization code word will be deemed to have been fully authorized by Client. Ludt Payroll may, in its sole discretion, refuse to accept or act upon any telephonic instructions if Ludt Payroll has reason to believe the confidentiality of the code word has been compromised. At Client’s request, Ludt Payroll will make a reasonable effort to reverse an unauthorized entry, but shall not be responsible for the failure of any other person or entity to honor Client’s request. Client agrees to reimburse Ludt Payroll for any expenses incurred in attempting to honor such requests. Client may communicate with Ludt Payroll by email about the payroll service. Client acknowledges that any payroll information or other instructions communicated to Ludt Payroll by an authorized Client representative using email will be deemed to have been fully authorized by Client. Ludt Payroll may, in its sole discretion, refuse to accept or act upon any email instructions if Ludt Payroll has reason to believe the confidentiality of the email has been compromised. At Client’s request, Ludt Payroll will make a reasonable effort to reverse an unauthorized entry, but shall not be responsible for the failure of any other person or entity to honor Client’s request. Client agrees to reimburse Ludt Payroll for any expenses incurred in attempting to honor such requests. Client agrees that such procedures constitute a commercially reasonable method of providing security against unauthorized instructions. Client agrees to be bound by any instruction received and verified by Ludt Payroll in accordance with such security procedures, and Client shall indemnify and hold Ludt Payroll harmless from and against any loss suffered or liability incurred by, or arising from, the execution of instructions in good faith and in compliance with such security procedures.
DELIVERY: Ludt Payroll shall deliver payroll checks and/or payroll reports and other payroll information to Client’s authorized representative at Ludt Payroll’s home office (for pick-ups) or the business or other address provided by Client to Ludt Payroll. Ludt Payroll shall not be responsible for lost or stolen checks or reports after delivery to and acceptance by Client. Ludt Payroll shall deliver electronic copies of reports and/or other payroll information to Client (or Client’s employee’s) at email addresses supplied by Client to Ludt Payroll. Ludt Payroll shall not be responsible for the security of any payroll information sent electronically to Client or Client’s employees at their respective email address.
TRANSITION/INFORMATION: No later than ten (10) business days prior to the initial scheduled pay day, Client shall deliver to Ludt Payroll all completed and executed documents Ludt Payroll requires to provide payroll (and other) services, as well as any additional information requested by Ludt Payroll. Subsequent to the initial payroll processing, Client will complete and execute any renewals, amendments or replacements of documents which Ludt Payroll deems necessary.
CONFIDENTIALITY: Ludt Payroll shall use reasonable efforts to protect the confidentiality of Client’s confidential information.
GUARANTY: By signing the Client Services Agreement on behalf of Client, the Authorized Representative that signs this Agreement (“Guarantor”) does hereby guarantee to Ludt Payroll that Client will (i) promptly and fully pay, when due, any and all liabilities, obligations, or indebtedness of any kind or nature whatsoever (including, without limitation, Client’s obligation to pay or reimburse Ludt Payroll for payroll funds, related taxes and service fees), which now exist or may hereafter arise or accrue in any manner from Client to Ludt Payroll, and (ii) fully perform Client’s obligations to Ludt Payroll pursuant to this Agreement. If Client at any time fails to promptly pay or fully perform any of its obligations to Ludt Payroll (of any kind or character whatsoever), when due, Guarantor promises to pay or perform the same immediately, upon demand, together with all attorney’s fees, court costs and other out-of- pocket expenses incurred by reason of Client’s default, or incurred in establishing and enforcing payment against Guarantor.
NON-SUFFICIENT FUNDS (NSF): Ludt Payroll agrees to provide Client with all documentation and invoices necessary to correctly fund the client’s source bank account. Should the bank account listed below, or the current account on file, not be properly funded and/or Client bank refuses debit transaction, upon notification, client agrees to adequately fund the source bank account which, will be redebited unless the client does not wish the redebit to be processed. If the client does not wish the redebit to be processed, the client must contact Ludt Payroll no later than 12:01 PM Pacific Standard Time on the date the client is notified of the unsuccessful debit. The redebit will include all debit items returned plus fees set forth below for all EFT transactions outlined in this agreement. Ludt Payroll NSF fees include the following charges: $100.00 per transaction item returned.
SOURCE BANK ACCOUNT REQUIREMENT: Client is required to maintain in good standing a source business checking bank account to electronically process tax liability deposits and service fees. In the event that a source checking account in good standing is lost, Ludt Payroll may suspend payroll service pending the verified re-establishment of a source business checking account. Electronic tax liability deposits are required by the IRS. Ludt Payroll will not be able to make any state payroll tax deposits or filings in arrears electronically and may not be able to make federal payroll tax deposits or filings in arrears electronically. Ludt Payroll may produce physical tax payment coupons and quarterly reports for client use. Physical tax payment coupons and quarterly reports are not a substitute for federal and state electronic deposit and filing requirements. Client is responsible for penalties and interest charges related to deposits made outside of the prescribed electronic systems. If a source checking account is not re-established after two weeks, Ludt Payroll may terminate payroll service.
Client acknowledges that it has entered and is subject to the terms and conditions of the Payroll Services Agreement, and that except as otherwise provided herein, the general terms and conditions of that Agreement shall also apply to this Ludt Payroll Tax Service Agreement.
NATURE OF SERVICE: Ludt Payroll agrees that, upon the Effective Date of this Agreement, and for as long as this Agreement is in effect and Client is using Ludt Payroll for the processing of its payroll, Ludt Payroll will (1) initiate dispersal of funds from the processor to direct-deposit client employee’s appropriate authorized depository on or before the set pay date, Produce unsigned printed checks payable to client employees where the client and employee has opted for printed checks on or before the set pay date, Produce paystubs to client employees where the client has opted to produce net-checks in house on or before the set pay date, (2) initiate dispersal of funds from the processor to State tax authority’s appropriate authorized depository on or before the applicable statutory deadlines (made known to Ludt Payroll by client), initiate collection and dispersal of funds from the client to Federal tax authority’s appropriate authorized depository on or before the applicable statutory deadlines (made known to Ludt Payroll by client), produce payment coupons for the client to pay local payroll taxes that are not payable vie electronic services (3) initiate reimbursement of funds from the client to the processor -- reimbursing dispersals the processor made on the client’s behalf, (4) prepare and file all required Federal and State tax returns, forms and reports.as well as prepare Local payroll tax returns, forms and reports and instructions to Client where applicable.
LIMITATIONS: In addition to the other limitations contained in the Agreement, Ludt Payroll shall not be liable for tax deficiencies, interest charges and/or penalty assessments associated with any payroll tax payment or the failure to timely file or make any required payroll tax payment unless such deficiencies, interest charges and/or penalty assessments result from the negligence or willful misconduct of Ludt Payroll. Ludt Payroll shall not be liable for failure to make or timely make payroll tax deposits or filings if Client has not provided Ludt Payroll with adequate and necessary payroll, tax (i.e. account numbers, rates, etc.) and employee information or if Client fails to provide Ludt Payroll, or to maintain in its designated payroll and/or tax account, sufficient funds to cover such payroll and/or payroll tax obligations.
CLIENT’S RESPONSIBILITY FOR INFORMATION: Client acknowledges that Ludt Payroll’s tax service automatically generates state and Federal withholding, employment and unemployment tax deposits and returns which ultimately rely on data supplied to Ludt Payroll by Client. Client acknowledges that Ludt Payroll will rely on the payroll data supplied to it by Client as it automatically completes and submits filings to government agencies or other third parties. Client further agrees immediately to provide Ludt Payroll with copies of any notices or correspondence (including coupon booklets, quarterly and annual tax returns, etc.) received from any Federal, State or Local tax authority with respect to tax return or deposits made by/with Ludt Payroll. Client acknowledges that they are responsible for registration for all tax jurisdictions in which Ludt Payroll is responsible for filing or preparing tax documents or payments on client’s behalf. Failure to register will carry a $50.00 penalty per quarter for each filing made on behalf of client for each jurisdiction not registered. Client shall maintain sufficient funds in its designated payroll account (and payroll tax account, if a separate account) necessary for Ludt Payroll to perform the services provided hereunder, including without limitation for the purposes of funding tax payments or deposits, as well as the service fees due Ludt Payroll for providing it’s services. Client shall further insure that sufficient funds are maintained in its designated payroll account (and payroll tax account, if a separate account) in accordance with a time table which Ludt Payroll shall in its reasonable discretion establish, not to exceed five business days prior to the check date.
TAX ACCOUNT: Client agrees that Ludt Payroll may debit (via EFT) an account at Client’s Bank named on the Client Services Agreement (or such other bank as Client shall notify and agree with Ludt Payroll) in order for Ludt Payroll to make Client’s payroll tax deposits. In order to ensure timely and accurate tax payments, Client shall deposit funds sufficient to cover Client’s payroll tax deposits by 12:01 am Pacific Time 2 banking day(s) before the check date. If the Bank refuses to honor Depository Transfer or Pre-Authorized Debit, the client will be required to deposit such tax funds immediately upon notification and will be assessed an NSF charge as defined previously. Furthermore, in such case, Ludt Payroll reserves the right to terminate this agreement immediately without written notice. Should Ludt Payroll terminate this Agreement because of a dishonored check, or otherwise, Ludt Payroll shall not be responsible for making the then due or any future payroll tax deposits or filings, and shall have no liability whatsoever with respect thereto. If Client terminates this Agreement for any reason before the last check date of a quarter, Client will be responsible for all quarter-end filings and year- end filings. If Client goes out of business, all year-end filings and final notices to taxing authorities are the responsibilities of Client.
SERVICE FEE: Client shall pay Ludt Payroll a service fee for the tax services described above in accordance with Ludt Payroll’s price quote. Ludt Payroll may adjust the pricing of its services in accordance with its pricing schedule as may be in effect from time to time to be charged to Client upon written notice to Client. Upon termination, Ludt Payroll shall have no further responsibilities or obligations hereunder (except for quarterly or annual tax reports, returns and/or payments if the termination date was at the end of a quarterly or annual reporting period) and Client is required to pay all outstanding service fees.
AUTHORIZATION TO RECEIVE INFORMATION: Client hereby instructs all Federal, State and Local tax authorities to deliver all payroll related tax forms, documents and other correspondence pertaining to the Client to Ludt Payroll. Client shall execute and file all Federal, State, and Local forms, consents and agreements necessary to effectively grant to Ludt Payroll full authorization to deposit and pay payroll tax items, to prepare, sign, and file payroll tax returns and reports and to represent, receive and submit records on behalf of Client before Federal, State, or Local tax offices or agencies with respect to payroll taxes.
TRANSITION/TAX DEPOSITS/RETURNS: Ludt Payroll shall not be responsible for making payroll tax deposits based on payrolls not processed by Ludt Payroll. Promptly after execution of this Agreement, Client shall take all steps that are necessary or required to ensure that all Federal, State and local payroll tax deposits due for all payrolls prior to Ludt Payroll first scheduled check date have been made and all applicable federal and state payroll tax reports due for all payrolls prior to Ludt Payroll’s first scheduled check date have been filed. Client shall provide Ludt Payroll with any and all payroll and payroll tax information for payrolls prior to Ludt Payroll’s first scheduled check date as may be necessary for Ludt Payroll to properly prepare and file applicable federal, state and local payroll tax reports subsequent to the transition of Client’s payroll service to Ludt Payroll.
FORMS: Client shall execute and deliver to Ludt Payroll the tax forms included with this Agreement.
AUTHORIZATION: Client hereby requests and authorizes Ludt Payroll to implement, on Client’s behalf, direct deposit payroll which will enable Client’s employees’ pay to be automatically deposited in the employee’s designated bank account, without Client having to sign or distribute a physical check and without the employee having to go to the bank to deposit the check.
ACCURACY OF INFORMATION: Client understands that it is responsible for providing to Ludt Payroll in timely fashion accurate payroll information necessary for Ludt Payroll to transmit direct deposit information containing ACH transactions to its designated EFT processor. Client agrees to review and audit its payroll information to verify employee deposit amounts. Client to deposit and maintain sufficient funds in its payroll account in accordance with the deadline set forth above.
CORRECTION OF ERRORS: Client authorizes the correction of errors, subject to NACHA Rules and the requirements and time limits of Ludt Payroll’s EFT processor and the ACH system. In the event of an error, Client must notify Ludt Payroll by telephone within two days of the date on which the payroll input information was provided to Ludt Payroll, and confirm this notice by written e-mail or by prepaid First Class Mail within 24 hours thereafter. After receipt of such timely notice, Ludt Payroll agrees to re-transmit the corrected direct deposit information. If a reversal is necessary, client understands that reversals are not guaranteed and that the reversing entry must be transmitted to the ACH Operator in such time as to be transmitted or made available to the RDFI (receiving bank) within 5 Banking Days following the settlement date of the erroneous entry, there is a $75.00 charge to initiate a reversing entry regardless of reversal outcome (successful or not). Client understands and agrees that Client is responsible for its own payroll, and that Ludt Payroll, as Client’s payroll processor in accordance with the Client’s own instructions, will not be responsible or liable for actual deposit amounts or for interest, expenses or additional claimed damages of any kind.
INSUFFICIENT FUNDS: If, during the course of providing direct deposit services to Client, Ludt Payroll notifies Client that an electronic debit of Client’s account has been returned to Ludt Payroll’s EFT processor by reason of insufficient funds in Client’s account (NSF). Client hereby agrees to ensure adequate funding of the Client’s account to cover the NSF plus an NSF fee of $100.00. The processor will automatically attempt to debit the transaction again (redebit) from the bank account on file to resolve the returned transaction UNLESS the client informs Ludt Payroll no later than 12:01 PM Pacific Standard time on the date of notification that the client does not want the redebit processed. In the event of NSF, the Client payroll account will be put on hold and remain so until 5 banking days after the amount outstanding (including fees) has been paid in full. Further, if the processor is unable to debit the Client’s bank account one or more times in a 12 month period, the processor may require increased lead time from initiation of fund withdrawal to the pay date. Additionally, if the processor is unable to debit the Client’s bank account more than one time within a 12 month period, the processor may terminate payroll service for a minimum of 1 year.
DIRECT DEPOSIT AUTHORIZATION: Client shall obtain and deliver to Ludt Payroll a signed copy of an employee direct deposit authorization form to be provided by Ludt Payroll for both debit and credit transactions with respect to each employee that has requested direct deposit into his account. Client shall be solely responsible for ensuring that all account information for such employee remains current and correct and, in the event employee changes banks or accounts, Client shall deliver an updated authorization form for such employee to Ludt Payroll. Ludt Payroll STRONGLY recommends client obtain primary documentation (such as a voided check) to verify the routing and account information provided on the employee’s direct deposit authorization.
Pursuant to Federal legislation intended to benefit children and to reduce the cost of public child support, the states have adopted enforcement mechanisms that include the power to order employers to withhold child support payments from the wages of employees who owe such payments, and to remit payment to the appropriate child welfare agency which then distribute the money to the custodial parent. Several states require certain employers to remit such payments electronically.
RESPONSIBILITY: The Client is responsible for timely child support remittances and arranging for electronic Child Support Payment for each payment as may be required, in every pay period.
NOTICES: Client shall send to its Ludt Payroll processing center copies of all Notices it receives of required Child Support Payments, including all Notices of modifications or terminations of existing Child Support Payment obligations for its employees, by mail, fax or electronic mail not later than the payroll reporting date for the Scheduled Payroll on which the Child Support Payments are supposed to commence, or in such other manner and timing as Ludt Payroll may notify Client in writing from time to time.
ACKNOWLEDGEMENT: Child Support Payments represent a legal obligation of Client’s employee and, derivatively as a result of the applicable child support laws, Client’s wages owed to the employee. Client acknowledges that Ludt Payroll does not transmit funds and that Ludt Payroll assumes no responsibility for this underlying legal support payment obligation or for the correctness of the Child Support Payments reported to Ludt Payroll by the Client. In the event of an error, Ludt Payroll will cooperate with, and assist in, Client’s attempts to make a correction, but Client acknowledges that procedures for correction vary from jurisdiction to jurisdiction and that corrections may not be possible in every instance.
ACCURACY OF INFORMATION: Client understands that it is responsible for providing to Ludt Payroll in timely fashion accurate Child Support Payment information necessary for Ludt Payroll to note the required deduction from the employee. Client agrees to review and audit its Child Support Payment obligations regularly to verify that the correct employee payroll deductions are being made, and acknowledges that this duty is Client’s responsibility and not Ludt Payroll’s responsibility.
CORRECTION OF ERRORS: Client understands and agrees that Client is responsible for its own payroll, including employee deductions for Child Support Payments, and that Ludt Payroll, as Client’s payroll processor in accordance with the Client’s own instructions, will not be responsible or liable for actual deposit or payment amounts or for interest, expenses or additional claimed damages of any kind.
Access to the hosted software is granted hereunder only for personal, non-exclusive, nontransferable, and non-assignable use in connection with the services provided under this agreement. No other use is authorized.
Except for infringement claims arising out of your use of the hosted software or services as authorized hereunder, you agree to waive any and all claims that have or may arise under this agreement with respect to any third party provider or owner of software or services for which usage is granted hereunder, and you acknowledge that no liability to you of any kind is established in any such third party provider or owner under the terms of this agreement.
With respect to any claim of infringement arising out of your use of third party provided or owned software or service under this agreement, you agree to be bound by the remedies set forth in the provisions of such provider or owner’s reseller agreement dealing with indemnification for infringement claims.
As a basis for entering into this agreement, you acknowledge that the provider or owner of such software (i) will perform anonymized (non-sensitive) analysis and reporting of company and employee-level data in such a way as not to jeopardize the sensitivity or privacy of such data, and (ii) such provider or owner of software may freely utilize this data in its daily operations.