Common use of PrimePay Master Payroll Services Agreement Clause in Contracts

PrimePay Master Payroll Services Agreement. THIS AGREEMENT is made and entered into by and between PrimePay and the business or entity authorizing PrimePay to provide payroll processing services and on whose behalf this Agreement is signed on Page 1 above, hereinafter referred to as “Client.” Subject to acceptance by PrimePay (which at PrimePay’s option may include a credit check), Client hereby enrolls in PrimePay’s payroll processing service. Except as otherwise specifically provided in the other service agreements and authorizations enclosed in this Client Services Agreement, the terms and conditions provided in this Agreement apply with equal force to PrimePay’s tax, direct deposit, electronic child support, auto-debit and check signing services. By signing on Page One above, the signatory certifies that he or she is the duly authorized payroll contact for Client and has the authority to sign this Agreement and to establish, confirm and modify all matters pertaining to all PrimePay services to be provided to Client under this Agreement. NATURE OF SERVICE: PrimePay agrees that, upon the start date communicated to Client following PrimePay’s acceptance of this Agreement, and for as long as this Agreement is in effect and Client is utilizing PrimePay for the processing of its payroll, PrimePay will process Client’s payroll in accordance with industry standards, pursuant to the set-up information, payroll data and delivery instructions provided by Client and exclusively with funds which Client will provide on (or up to 72 hours before at the discretion of PrimePay) the check date for each pay cycle. PrimePay will maintain Client data as needed to perform its services hereunder, and will maintain the confidentiality of such data in accordance with PrimePay’s Privacy Policy (please see xxx.xxxxxxxx.xxx) and applicable law, provided, however: Client acknowledges that PrimePay will disclose information required to be provided pursuant to legal process served on PrimePay in any criminal, civil, administrative or regulatory matter. Client data shall be preserved for six years beyond the year-end, after which it may be subject to permanent deletion from PrimePay’s system. Client acknowledges that PrimePay has no responsibility for any services prior to the start date, and agrees that in the performance of its services PrimePay is not rendering any legal, tax, accounting or investment advice. LIMITATIONS: PrimePay warrants that it will perform the services within the scope of this Agreement using reasonable care, in a professional manner and in accordance with usual and customary industry standards within the payroll processing industry. PRIMEPAY MAKES NO OTHER 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 PrimePay of such breach, that PrimePay shall use reasonable efforts to correct such breach by re-performing the services in question, if practicable. While PrimePay stands behind its services, under no circumstances will PrimePay 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 other than PrimePay which provides services in connection with or as a result of PrimePay’s performance of its services under this Agreement. PrimePay shall not be liable for any special, indirect, incidental or consequential damages which Client may incur as a result of PrimePay’s breach of, or exercise of its rights under, this Agreement, even if PrimePay has been advised of the possibility of such damages. Client and PrimePay specifically agree that Client’s employees are not in fact, nor are intended to be, third-party beneficiaries to this Agreement.