PAYROLL TAX ASSISTANCE SERVICES AND PAYMENT PROCESSING SERVICES ADDENDUM

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PAYROLL TAX ASSISTANCE SERVICES AND PAYMENT PROCESSING SERVICES ADDENDUM

This Avionté Payroll Tax Assistance Services and Payment Processing Services Addendum (“Addendum”) is incorporated into the Master Services Agreement between Avionté, LLC (“Avionté”) and the Client identified above and on the applicable Order Form (the “Agreement”), and sets forth the additional terms and conditions applicable to Payroll Tax Assistance Services and Payroll Processing Services provided by Avionté to Client. The terms and conditions in this Addendum are in addition to those set forth in the Agreement, which shall also apply to all Services provided hereunder.

ADDITIONAL TERMS AND CONDITIONS

1. Services. Avionté will provide the Payroll Tax Assistance Services and Payroll Processing Services (for purposes of this Addendum, the “Services”) as set forth herein and as described at https://info.avionte.com/service-terms. Client authorizes Avionté to pay and charge Client’s bank account set forth above for charges drawn on Client’s account and payable to tax and garnishment entities. Avionté will not commence any of the Services until Avionté receives all documents necessary to begin each of the Services and notifies Client of the date Avionté will commence each of the Services (“Service Effective Date”). Service Effective Dates will only commence after each of (i) the agreed upon next quarter date ; (ii) the commencement of the Service Term for any Avionte software Subscription Services required to provide the Services; and (iii) Avionté receives all authenticated client information and documents necessary to begin each Service.
   
   
2. Client Bank Rights. Client Authorizes Client’s bank (“Bank”) to pay and charge Client’s account set forth above for charges drawn on Client’s account and payable to Tax and Garnishment Entities. Client agrees that Bank’s rights in respect to each charge shall be the same as if it were drawn on it, and signed personally by or on behalf of Client. This authority is to remain in effect until revoked by Client in writing, and until Bank receives such notice, and Client agrees that Bank shall be fully protected in honoring these charges. Client further agrees that if any such charge is dishonored, whether with or without cause and whether intentionally or inadvertently, Bank shall have no liability whatsoever. Bank shall be a third party beneficiary of this Addendum with respect to this Section 2.
   
   
3. Tax Filing Options. Client may select either the Weekly or the Quarterly Service Option above:
   1. Weekly Payroll Service Option: Client agrees Avionté will act as the tax filing agent where required for IRS deposits, filings and correspondences on Client’s behalf as it relates to payroll tax filings on a weekly, monthly, quarterly and annual basis.
   2. Quarterly Payroll Service Option: Client agrees Avionté will act as the tax filing agent where required for IRS deposits, filings and correspondences on Client’s behalf as it relates to payroll tax filings on a quarterly and annual.
   
   In either case, Client understands that Avionté will not be responsible for penalties or interest due to missing, inaccurate, or incomplete information. Client further understands that Avionté is not responsible for taxes with respect to wages paid prior to its service. All deposit notices and/or payment checks are generated based on the next anticipated processing date as indicated in the Pay Cycle item above. Should a Client process a payroll or additional check earlier than the stated processing frequency, Avionté shall not be liable for the accuracy or timeliness of such notices or checks and shall not be liable for any special or consequential damages, or other damage, all as provided herein. Payroll tax returns are prepared based on the assumption that checks are made available to employees according to check date.
   
   Avionté will complete Client’s deposits based on the following schedule:
   Semi-weekly deposits based on the federally mandated semi-weekly schedule;
   • Monday: The PTA team will run a Taxes Summary Report for the previous Wednesday through Friday liability and make payments with settlement dates of the following Wednesday.
   • Wednesday: The PTA team will run a Taxes Summary Report for the previous Saturday through Tuesday and make payments with settlement dates of the following Friday.
   Semi-Monthly filings and payments by the due date for such deposits (either the 15th and last day or 20th and 5th of the following month);
   Monthly filings and payments by the 15th of the following month;
   Quarterly filings and payments frequencies by the last day of the month following the quarter; and
   Annual filings the last day of the month following the end of the year.
   
   * If any filing due date falls on a Saturday, Sunday, or legal holiday; the filing and payments will be settled the business day before the due date, to ensure timely filings and deposits.
   ** Due to the nature of jurisdiction websites, the Avionté Taxes Assistance team will need to schedule all tax deposits before 5 p.m. Central Standard Time one business day before the date the tax deposit is due in order to guarantee timely deposits.
   
   
4. Client Responsibilities. Client will:
   1. Be responsible for making timely deposits, including but not limited to “next day deposits” without regard to delivery date and receipt of the payroll;
   2. Remain responsible for any obligation imposed on Client by law to maintain records regarding Client’s business or employees;
   3. Submit any payroll returns to tax agencies (state, federal, and/or local) that are now due or will be due prior to the Service Effective Date;
   4. Cancel any prior payroll service or leasing agency and inform them how to handle the taxes according to this Addendum;
   5. Request a refund of withheld but un-deposited FUTA (federal unemployment) and SUI (state unemployment) for the current Client will notify Avionté immediately of any deposited current quarter FUTA and/or SUI. Effective with the first check date, Avionté will assume responsibility for payment of Client’s FUTA and SUI liabilities incurred in the calendar quarter of the first check date. Avionté’s responsibility is contingent upon Avionté successfully collecting bank information required for payment of Client’s FUTA and SUI liabilities from Client; and
   6. Timely provide Avionté with accurate employer identification numbers (“EIN”) for all taxing authorities (federal, state and/or local) for payroll taxes to be processed through Avionté. Client is subject to additional fees for filings and deposits processed without accurate EIN information and is subject to termination for cause if accurate EIN information is not received within thirty (30) days of the Service Effective Avionté is not responsible for any penalties, interest, late payment and/or other damages resulting from Client’s failure to timely provide accurate EIN information.
   7. Designate payroll contacts that will provide Avionté with information and directives necessary for Avionté to perform the Services (collectively “Client Information”). Client is responsible for the accuracy of Client Information provided by payroll contacts and/or Client. Any person identified by Client in this Agreement as a Payroll Contact, via an Avionté website or in any certification, notice or other communication delivered to Avionté, may receive information, communications and notices regarding the Services, and is authorized to transact all business, make all agreements and sign and deliver all documents in connection with the Services.
   8. Timely fulfil the obligations set forth in Section 5 regarding Client Review of Filings, according to the box selected by Client on the Order Form for the Services.
      
      
5. Client Review of Filings. Client will check either (1) the “Client Will Review” plus one of the “Avionté Shall Not File” or “Avionté Shall File” boxes; or (2) the “Client Will Not Review” box on the Order Form for the Services when first signing up for the Services. If Client does not check a box, Client will be deemed to have selected the “Client Will Not Review” box.
   1. Client Will Review. If Client selects the “Client Will Review” box, Client will thoroughly review all filings and other work product created by Avionté pursuant to this Addendum, and certify in writing the completeness and accuracy thereof, within 3 hours of Avionté providing such filing or work product to Client for review. If Client fails to timely comply with the requirements set forth in this Section 5(A), then:
      1. If Client selects the “Avionté Shall Not File” box, then Avionté shall not file such uncertified item, and, notwithstanding anything in the Agreement (including the Limitation of Liability language in Section 11 below and any other language in this Addendum) to the contrary, Avionté hereby disclaims all liability with regard to or arising from Customer’s failure to timely deposit required amounts or to timely file any filings or correspondences.
      2. If Client selects the “Avionté Shall File” box, then Avionté shall file such uncertified item, and, notwithstanding anything in the Agreement (including the Limitation of Liability language in Section 11 below and any other language in this Addendum) to the contrary, Avionté hereby disclaims all liability with regard to errors in such filings or work product which reasonably could have been detected had Client conducted such a timely, thorough review, except where such errors were caused by Avionté’s willful or intentional misconduct. Client hereby expressly authorizes Avionté to make such filings.
         
         
   2. Client Will Not Review. If Client selects the “Client Will Not Review” box, then, notwithstanding anything in the Agreement (including the Limitation of Liability language in Section 11 below and any other language in this Addendum) to the contrary, Avionté hereby disclaims all liability with regard to errors in all filings or work product hereunder, except where such errors were caused by Avionté’s willful or intentional misconduct.
      
      
6. Client Information. Client will provide Avionté with all necessary Client Information pertaining to Client’s employees at least two banking days prior to a payroll check date. Client acknowledges that Client is responsible for any delayed remittance of taxes, and additional processing fees incurred as a result of its failure to provide Client Information at least two (2) banking days prior to a payroll check date. Client will provide Avionté with all necessary Client Information pertaining to Client’s tax agencies at least two banking days prior to a tax due date. Client is responsible for any delayed remittance of taxes, and additional processing fees incurred as a result of its failure to provide Client Information at least two (2) banking days prior to the tax due Avionté shall not be required to obtain authorization from Client to act on Client Information. The Client Information necessary to provide the Services may include valid jurisdiction logins, fluctuations in tax liability, withholding payment frequencies, bank account and routing numbers. Client will provide all payroll data, liability, and transactions made outside of Avionté systems that impacts Services. Client will provide all information pertinent that could infringe upon the accuracy of Services to Avionté. This includes, but is not limited to back-dated payroll, post-tax deposit payroll submission, void, and any other mistake made by Client which incurs a penalty from a tax agency. Client must notify Avionté immediately when any changes are made to payroll data or company information including but not limited to unforeseen increases in tax liability.
   
   
7. Remit Reimbursement Amount. Client agrees to maintain available funds in the authorized bank account representing the amount due to pay taxes or pay garnishments (“Reimbursement Amounts”) through an Electronic Funds Transfer (EFT), or such other payment method as required by Avionté.
   
   
8. No Agency. Avionté will not be deemed to be the agent of, nor responsible for the acts or omissions of any other person or entity, including, without limitation, any Federal Reserve Bank, ACH, Internet service Avionté or transmission or communications facility, any receiver or receiving depository financial institution (including, without limitation, the return of an Entry by such receiver or receiving depository financial institution).
   
   
9. Electronic Funds Transfer. All EFTs are performed in compliance with the National Automated Clearing House Association operating rules (“NACHA”). Client agrees (i) to follow NACHA, as they are amended from time to time; (ii) to assume the responsibilities of an initiator of EFTs; (iii) that it will not initiate any EFT that violates any law; and (iv) that Avionté may identify Client to banks involved in the EFT. Client agrees to authorize the direct debit of an account by Avionté through ACH and to maintain sufficient funds in the account to cover all Amounts Due or payable by Avionté under this Agreement and that sufficient funds will be on deposit and immediately available at least one (1) business day prior to anticipated payment dates taxing authorities or others (“Funding Deadline”). Avionté will transfer such funds from Client’s account to taxing authorities or garnishment authorities for the purpose of making all payments hereunder including, without limitation, all Amounts Due. Client further agrees that it will notify Avionté, pursuant to applicable NACHA and federal regulations, if funding for Client’s payroll is received from a foreign financial agency and of any employees with non-U.S. addresses. Client agrees that all tax deposits will need to be scheduled before 5p.m. Central Standard Time, one business day before the tax due date. Avionté will not liable for any tax deposits scheduled after 5p.m. Central Standard Time, one business day before the tax deposit due Client is solely responsible for completing any same-day tax deposits.
   
   
10. Insufficient or Nonconfirmed Funds. If sufficient funds are not available on the Funding Deadline, Avionté may take such action to collect Amounts Due, including, but not limited to, reissuance of the EFT. Client acknowledges that Client is responsible for any delay in remittance of garnishments, or taxes if Avionté is unable to confirm receipt of funds prior to the Funding
    
    
11. Client Online Account. In the event Client accesses Services online or through any mobile or other electronic devices (“Client Online Account”), Client is solely responsible for (i) designating who is authorized to have access to Client’s Online Account; (ii) safeguarding all of Client’s passwords, usernames, logins or other security features used to access Client’s Online Account (“Client Online Account Access”); (iii) Client’s use of Client’s Online Account under any usernames, logins or passwords; (iv) ensuring that use of Client’s Online Account complies fully with the provisions of this Agreement; and (v) any unauthorized access, or use, of Client’s Online Account caused by Client’s actions or inactions, including, without limitation, its failure to safeguard Client Online Account or Client Online Account Client is solely responsible for the maintenance and routine review of computing and electronic system usage records (i.e. log files) and the security of its own data, data storage, computing device(s), other electronic systems, and network connectivity. Client acknowledges and agrees that Avionté is not liable to Client, Client’s employees or any other third party for any consequences, losses, or damages resulting from unauthorized access or use of Client Online Account as set forth in this section.
    
    
12. Limit of Liability. In addition to any limitation on Avionté’s liability set forth elsewhere in the Agreement, Avionté shall be responsible only to the extent of correcting errors which are due to the breach of this Agreement. Avionté’s liability with respect to this Agreement is limited to the remittance to appropriate payees of funds on behalf of the Client or reimbursement of Client for any interest or penalties assessed as a direct result of Avionté’s breach of the Agreement. Avionté can only be held liable for breach of the Agreement and will not be held liable for: (i) any negligent act or omission by Avionté; (ii) the negligence of any other person or entity, including, but not limited to, Client and its employees or agents, or any person or entity that provides services in connection with or as a result of Avionté’s performance of its obligations under the Agreement; (iii) any loss, claim, or expense arising from information provided or modified by Client; or (iv) Client’s breach of NACHA. Notwithstanding the foregoing or any other language in the Agreement (including this Addendum) to the contrary, if Client fails to comply with the requirements set forth in Section 5, then Avionté hereby disclaims all liability as set forth in that Section, and Client specifically acknowledges and agrees to such disclaimer of liabilities.
    
    
13. Indemnification. In addition to any indemnification obligations set forth elsewhere in the Agreement Client agrees to indemnify Avionté, its employees and agents, and to hold them harmless from all loss, damages and expenses (including reasonable attorneys’ fees) in connection with any claim which may arise out of or as a result of this Agreement or the performance of Avionté, including, without limitation, any claim arising out of the use of information furnished by Client. Avionté accepts both responsibility and liability for the timely payment and report of Client payroll taxes but only based on information provided by the Client and only to the extent of funds made available by Client. If solely on account of negligent error or omission on the part of Avionté with respect to timely payment from escrowed funds, Client incurs a penalty or interest charge, then Avionté will pay whatever penalties and interest that result from the error. However, Avionté does not assume liability for the improper payment of taxes due to incorrect claims of tax exemptions, deposit frequency, tax identification number(s) or rate(s), or deductions by the Clients or its employees. Client’s failure to comply with the terms of this Agreement terminate this contract, at the election of Avionté, and releases Avionté of liability for its performance under this Agreement and Client will immediately become solely responsible for any tax or wage payments, penalties, or claims. The accuracy and the integrity of the service Avionté can provide is limited by the nature of information the Client provides. Therefore, Avionté cannot be held liable for Client errors, wage and hour violations, sex discrimination, or other employment policies, which may violate the law. It is the Client’s obligation to check the payroll and related documents for accuracy immediately. Avionté’s responsibility to perform Services under this Agreement will also automatically terminate should Client funds be insufficient or otherwise to cover related taxes and processing fees.

 

Last Updated March 29, 2023

 

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