Payroll Service Terms

Last updated: 21 June 2023

These Payroll Service Terms (these “Payroll Terms”), together with the Ajourney Terms of Service Agreement available at {props.url.terms} (the “Ajourney Terms”) (collectively, the “Payroll Agreement”), set forth the terms and conditions under which AJOURNEY TECHNOLOGIES PTE LTD as Ajourney (“Ajourney”), agrees to provide to User certain payroll services and other related services (the “Payroll Service”), which are provided through Ajourney's website, https://ajourney.com.

These Payroll Terms are “Service Terms” under the Ajourney Terms. Capitalised terms used but not otherwise defined in these Payroll Terms shall have the meanings ascribed to such terms in the Ajourney Terms. The Payroll Agreement is a legally binding agreement between User and Ajourney. User is encouraged to read the Payroll Agreement carefully and to save a copy of it for User's records. If User is agreeing to these Payroll Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the Payroll Agreement, and User's agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” (as defined in the Ajourney Terms) also refers to that business or individual. By accessing or using the Payroll Service, User accepts the Payroll Agreement, and User agrees, effective as of the date of such action, to be bound by the Payroll Agreement.

1. These Terms Are Part of and Are Governed by the Ajourney Terms

The terms and conditions of the Ajourney Terms are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Ajourney Terms shall remain in full force and effect to the full extent provided therein.

2. Ajourney's Provision of the Payroll Service Is Governed by the Payroll Agreement

Subject to the terms and conditions of the Payroll Agreement, Ajourney agrees to use reasonable efforts to provide User with the Payroll Service in accordance with the Payroll Agreement.

3. Payroll Service

Provided that User meets User's payment obligations and complies with the terms of the Payroll Agreement, then as long as User is subscribed to the Payroll Service, Ajourney will provide User with the Payroll Service for the purposes of (i) calculating payroll and its associated liabilities for User's business; (ii) processing payroll and making related payroll payments; (iii) making certain payroll statutory payments and payroll statutory filings electronically.

In performing the Payroll Service, including for each of the foregoing purposes, Ajourney will rely on the information furnished by User, User's Account Administrators, or User's Authorised Representatives, and Ajourney is not responsible or liable for any errors resulting from such reliance, as further described in Section 9 (Limitation of Liability) of the Ajourney Terms.

Prior to User's initial payroll processing date, User must submit the completed and executed documents Ajourney requires for providing the Payroll Service, including User's payroll and bank account information (the “Bank Account”), and any additional information requested by Ajourney. The Payroll Service provided will be based on and is dependent upon information provided to Ajourney by User. Failure to provide the required documents may adversely impact Ajourney's ability to perform the Payroll Service. User is also responsible for: (i) resolving any liabilities or missed statutory filings or statutory payments incurred prior to enrolling in the Payroll Service; and (ii) cancelling any prior payroll services.

In performing the Payroll Service, User acknowledges and agrees that (i) Ajourney is not acting in a fiduciary capacity for User and/or User's business; (ii) using the Payroll Service does not relieve User of User's obligations under regulations to retain records relating to User's data contained in Ajourney's files; and (iii) any information that Ajourney provides in connection with the Payroll Service is for informational purposes only and should not be construed by User as legal, tax, or accounting advice.

4. Payroll Account

An Account Administrator or Authorised Representative shall approve and submit the Payroll Information (as defined below), thereby authorising Ajourney to create and transmit credit or debit entries (the “Entries”) necessary to process User's payroll transactions.

5. Payroll Information

Ajourney will notify User via electronic communication or by other means when all information necessary to begin the Payroll Service has been received and the enrollment process for the Payroll Service has been completed. User shall then, prior to submitting User's first payroll, review the Payroll Information for completeness and accuracy. For the purposes of the Payroll Agreement, “Payroll Information” shall mean any information provided to Ajourney in connection with the Payroll Service, including but not limited to information provided by User, Account Administrators, Authorised Representatives, User's employees, or User's independent contractors, and all information posted in connection with the Payroll Service for User's review on the Platform or otherwise requested for review by Ajourney, such as the information used to calculate and pay employee payroll and making statutory filings and payments to applicable statutory bodies. User must correct or provide, respectively, any incorrect or missing Payroll Information, either through the Service or by notifying Ajourney in the manner specified in the applicable electronic communication received by User and within the time period specified therein. User is fully responsible for the accuracy of all information User provides, submits, and/or approves (whether provided directly or through User's Account Administrators or Authorised Representatives), and User is solely responsible for any claims, penalties and and/or interest arising from the failure to timely provide and maintain accurate and complete Payroll Information at all times.

User agrees that by submitting each payroll (including the first payroll): (i) User approves all Payroll Information; (ii) User waives and releases any claim against Ajourney arising out of any errors or omissions in the Payroll Information which User has not corrected (whether directly or through User's Account Administrators or Authorised Representatives) or has not requested Ajourney to correct; and (iii) User acknowledges that any subsequent request for corrections will be considered special handling, and additional fees may be charged. Final responsibility for any audits or assessments rests with User. Ajourney will not have any responsibility for verifying the accuracy of any data User provides via the Services or via any other method.

User acknowledges, agrees, and understands that (i) any information or instructions (including but not limited to Payroll Information and Entries) communicated to Ajourney by User, an Account Administrator, or an Authorised Representative (or anyone that Ajourney reasonably believes to be User, an Account Administrator, or an Authorised Representative) will be deemed fully authorised by User, and User shall be fully responsible for the accuracy of such information and instructions, and any claims, penalties and/or interest arising therefrom; and (ii) notwithstanding such deemed authorization, Ajourney may in its sole discretion refuse to accept or act upon any such instructions.

Ajourney, its employees, and agents will only collect, use, and disclose data furnished by User or produced by Ajourney under this Agreement in accordance with Ajourney's Privacy Policy.

6. Payroll Authorisations

Ajourney will use reasonable efforts to verify that anyone providing an instruction to approve, release, cancel, or amend the Payroll Information used to create Entries (each, a “Payment Order”) to be originated by Ajourney is either User, an Account Administrator, or an Authorised Representative. Ajourney does not verify or review Payment Orders for the purpose of detecting any errors; it is User's responsibility to verify the accuracy of Payment Orders. User will be bound by any Payment Order that is received by Ajourney in compliance with this designated authorization procedure, and User shall indemnify and hold Ajourney and the other Indemnified Parties harmless from and against any claims arising from the execution of a Payment Order in good faith and in compliance with such procedures.

If a Payment Order describes the payee inconsistently by name and account number, (i) payment may be made on the basis of the account number even if User identifies a person different from the named payee; or (ii) Ajourney may, in its sole discretion, refuse to accept or may return the Payment Order. If a Payment Order describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. If a Payment Order identifies a non-existent or unidentifiable person or account as the payee or the payee's account, Ajourney may, in its sole discretion, refuse to accept or may return the Payment Order.

7. Bank Account Debiting

User authorises Ajourney to initiate debit Entries to the Bank Account that User provides to Ajourney (the “Bank”), and to debit the Bank Account in such amounts as are necessary to (i) fund User's direct deposits; (ii) pay any fees or charges associated with the Payroll Service, including, without limitation, finance charges; (iii) pay User's payroll statutory taxes; (iv) pay any debit, correcting, or reversing Entry initiated pursuant to the Payroll Agreement which is later returned to Ajourney; (v) verify the Bank Account through a test deposit or debit authorisation; and (vi) pay any other amount that is owing under the Payroll Agreement or in connection with the Payroll Service. Ajourney is not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions.

8. Requirements for Bank Account Funds

User will maintain in the Bank Account, as of the applicable payroll debit date, immediately available funds sufficient to cover all disbursements, statutory amounts and fees, taxes or any other amounts due (collectively, the “Amounts Due”) under the Payroll Agreement. User's obligation to have sufficient funds in the Bank Account to cover the Amounts Due matures at the time Ajourney originates the applicable Entries for the Amounts Due and is unaffected by termination of the Payroll Service. Ajourney may set off any amounts User owes to it against any amounts it owes to User in order for Ajourney to obtain payment of User's obligations as set forth in the Payroll Agreement.

If User does not have sufficient funds in the Bank Account to pay the Amounts Due at the time required, or if User refuses to pay the Amounts Due, then Ajourney will not be able to pay out the Amounts Due to the applicable parties and will not be liable for any consequences or claims directly or indirectly arising from such failure to pay, and Ajourney may (i) refuse to pay any unremitted payroll amounts to the applicable statutory bodies, in which case the payroll liability will become User's sole responsibility; (ii) refuse to perform further Services; and/or (iii) immediately terminate the Payroll Agreement.

9. Payroll Processing Schedule

Ajourney will process the Submitted Payroll Information and Entries in accordance with Ajourney's then-current processing schedule applicable to User, provided that the Submitted Payroll Information is received by Ajourney no later than User's applicable cut-off time for Submitted Payroll Information on a business day.

10. Taxes; Liability

In order to use the Payroll Service, User must submit accurate wage and payroll information to Ajourney during and after the enrollment process. Ajourney will not be liable for any penalty, interest, or other claim that results from inaccurate or incomplete information that User, an Account Administrator, or an Authorised Representative supplies. Ajourney shall only make statutory filings on User's behalf once User has processed User's payroll through the Platform and the payroll has been paid out to the payees. User shall timely and accurately update all wage and payroll information as necessary to reflect changes and respond with additional information, as may be requested from time to time by Ajourney. It is User's responsibility to submit complete, timely, and accurate information to Ajourney in connection with the Payroll Service. Any penalty or interest incurred, or any other claim that arises, due to inaccurate or incomplete information provided by User will be User's sole responsibility. User further agrees to hold Ajourney harmless from such liability. Ajourney, at its option, may decide not to make statutory filings or otherwise process User's payroll if there are any unresolved problems with any information requested by Ajourney or submitted by User, an Account Administrator, or an Authorised Representative. Ajourney's sole liability and User's sole remedy for Ajourney's negligent failure to perform the statutory filing and payment portion of the Payroll Service shall be as follows: (i) Ajourney will remit the statutory amounts received from User to the appropriate statutory body; and (ii) Ajourney will reimburse User or pay directly to the appropriate statutory body any penalties resulting from such negligent error or omission by Ajourney, provided that User must use reasonable efforts to mitigate any penalties or losses resulting from such negligent error or omission by Ajourney.

Important Tax Information: Even though User has authorised a third party, such as Ajourney, to make statutory filings and payments on behalf of User, ultimately, User is held responsible by applicable statutory bodies for timely statutory filings and payments for User's employees.

11. Effect of Termination of the Payroll Service

User acknowledges and understands that if User terminates the Payroll Service through User's Account or Ajourney terminates the Payroll Service pursuant to Section 10 (Term; Termination; Suspension) of the Ajourney Terms, then such termination may not be reversible. In the event that User or Ajourney terminates User's Payroll Service, then as of the time of such termination, Ajourney will have no obligation to make further payroll statutory filings and statutory payments on User's behalf.

12. Consent to Share Certain Employee and Independent Contractor Information with Employer

User acknowledges and understands that in providing the Payroll Service, Ajourney acts as an intermediary between employers and their employees and/or independent contractors. If User is an employee or independent contractor, then User hereby authorises Ajourney to share with User's employer any information that User has provided to Ajourney in connection with the Payroll Service.