Last updated March 31, 2020
These Payroll Service Terms (these “Payroll Terms”), together with the Nanny Files Terms of Service Agreement available at https://www.nannyfiles.com/terms (the “Nanny Files Terms”) (collectively, the “Payroll Agreement”), set forth the terms and conditions under which Nanny Files, LLC, a Washington Limited Liability Company (“Nanny Files”), agrees to provide to User certain payroll services and other related services (the “Payroll Service”), which are provided through Nanny Files’s website, https://www.nannyfiles.com/.
These Payroll Terms are “Service Terms” under the Nanny Files Terms. Capitalized terms used but not otherwise defined in these Payroll Terms shall have the meanings ascribed to such terms in the Nanny Files Terms. The Payroll Agreement is a legally binding agreement between User and Nanny Files. 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 an individual other than User, User represents and warrants that User has authority to bind that individual to the Payroll Agreement, and User’s agreement to these terms will be treated as the agreement of such individual. In that event, “User” (as defined in the Nanny Files Terms) also refers to that individual. By (i) clicking the applicable button to indicate User’s Service Plan choice, (ii) clicking the applicable button to indicate User’s acceptance of the Payroll Agreement, or (iii) 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 Payroll Terms Are Part of and Are Governed by the Nanny Files Terms
The terms and conditions of the Nanny Files Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, 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 Nanny Files Terms shall remain in full force and effect to the full extent provided therein.
If the terms and conditions of these Payroll Terms conflict with the terms and conditions of the Nanny Files Terms, the terms and conditions of these Payroll Terms shall control with respect to the provision of the Payroll Service.
THE NANNY FILES TERMS, AVAILABLE AT HTTPS://WWW.NANNYFILES.COM/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF NANNY FILES’S LIABILITY, NANNY FILES’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE PAYROLL AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. Nanny Files’s Provision of the Payroll Service Is Governed by the Payroll Agreement
Subject to the terms and conditions of the Payroll Agreement, Nanny Files agrees to use reasonable efforts to provide User with the Payroll Service in accordance with the Payroll Agreement.
3. Obligations Under the Nanny Files Terms
In addition to the obligations specified in these Payroll Terms, User has certain obligations under the Nanny Files Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) follow instructions that Nanny Files provides to User with respect to the Payroll Service; (iv) provide accurate, timely, and complete information required for Nanny Files to perform the Payroll Service and maintain the accuracy and completeness of such information; (v) notify Nanny Files of third-party notices, such as Internal Revenue Service (“IRS”) penalty notices, which could affect Nanny Files’s ability to effectively provide the Payroll Service or which could increase the likelihood that a Claim is brought against User or Nanny Files in connection with the Payroll Service; and (vi) refrain from taking certain prohibited actions, as described in further detail in Section 8 (User Is Responsible for Certain Information and Obligations Relating to the Services) and Section 13 (General Prohibitions) of the Nanny Files Terms.
4. 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, Nanny Files will provide User with the Payroll Service for the purposes of (i) calculating payroll and its associated liabilities for User’s household; (ii) processing payroll maintaining certain payroll-related records; and (iii) sending reminders of tax due dates so Users can process payroll tax payments and payroll tax filings through the appropriate agencies. In performing the Payroll Service, including for each of the foregoing purposes, Nanny Files will rely on the information furnished by User, User’s Account Administrators, or User’s Authorized Representatives, and Nanny Files is not responsible or liable for any errors resulting from such reliance, as further described in Section 20 (Limitation of Liability) of the Nanny Files Terms. User may not use the Payroll Service on a professional basis for anyone other than User.
Prior to User’s initial payroll processing date, User must enter the information Nanny Files requires for providing the Payroll Service to the Payroll Platform. The Payroll Service provided will be based on and is dependent upon information provided to Nanny Files by User (including federal, state, and local tax identification numbers). Failure to enter the required information into the Payroll Platform may adversely impact Nanny Files’s ability to perform the Payroll Service. User is also responsible for: (i) depositing any federal, state, and local withholding liabilities incurred prior to enrolling in the Payroll Service and all liabilities due after enrolling in the Payroll Service; (ii) submitting any payroll returns to tax agencies (state, federal, and/or local) that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service and all payroll returns due after enrolling in the Payroll Service; and (iii) cancelling any prior payroll service or services of professional employee organizations/employee leasing companies.
In performing the Payroll Service, User acknowledges and agrees that (i) Nanny Files 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 local, state, or federal laws or regulations to retain records relating to User’s data contained in Nanny Files’s files; and (iii) any information that Nanny Files 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.
5. Payroll Information
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 Nanny Files in connection with the Payroll Service, including but not limited to information provided by User, User’s Spouse, Account Administrators, or Authorized Representatives, and all information posted in connection with the Payroll Service for User’s review on the Platform or otherwise requested for review by Nanny Files, such as the information used to calculate employee payroll, calculate payroll taxes due to applicable taxing agencies (including User’s employer identification number(s) and unemployment insurance tax rates), produce W-2 statements, and print checks on User’s Account (if applicable). User must correct or provide, respectively, any incorrect or missing Payroll Information, either through the Platform or by notifying Nanny Files 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 Authorized Representatives), and User is solely responsible for any Claims, including but not limited to IRS penalties and/or interest, and other penalties 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 represents and warrants to Nanny Files that no Payroll Information submitted to Nanny Files will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Department of the Treasury or any other applicable laws, rules, or regulations; (iii) User waives and releases any Claim against Nanny Files 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 Authorized Representatives) or has not requested Nanny Files to correct; and (iv) 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. Nanny Files will not have any responsibility for verifying the accuracy of any data User provides via the Platform 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 Nanny Files by User, User’s Spouse, an Account Administrator, or an Authorized Representative (or anyone that Nanny Files reasonably believes to be User, User’s Spouse, an Account Administrator, or an Authorized Representative) will be deemed fully authorized by User, and User shall be fully responsible for the accuracy of such information and instructions, and any Claims, including but not limited to any IRS penalties and/or interest or other penalties and/or interest arising therefrom; and (ii) notwithstanding such deemed authorization, Nanny Files may in its sole discretion refuse to accept or act upon any such instructions.
6. Payroll Entries
Nanny Files will use reasonable efforts to verify that anyone providing an instruction to approve, cancel, or amend the Payroll Information used to create Entries to be originated by Nanny Files is either User, User’s Spouse, an Account Administrator, or an Authorized Representative. Nanny Files does not verify or review Entries for the purpose of detecting any errors; it is User’s responsibility to verify the accuracy of Entries. User shall indemnify and hold Nanny Files and the other Indemnified Parties harmless from and against any Claims arising from the calculation of an Entry in good faith and in compliance with such procedures.
7. Payroll Processing Schedule
Nanny Files Payroll will be processed by the User and will not be initiated by Nanny Files. Users can choose their own payroll processing schedule and will not be reminded by Nanny Files to create a Payroll Entry. Users are responsible for creating the Payroll Entry, verifying the Entry, and approving the Entry. Nanny Files will not remit funds to User’s Employee; it is User’s responsibility to print checks or pay Employee using chosen method based on the Payroll calculations in Nanny Files.
8. Taxes; Liability
In order to use the Payroll Service, User must submit accurate wage and payroll information to Nanny Files during and after the enrollment process. Nanny Files 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 Authorized Representative supplies. Nanny Files will not file tax returns on User's behalf. User shall timely and accurately update all wage and payroll information as necessary to reflect changes. It is User's responsibility to submit complete, timely, and accurate information to Nanny Files 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 Nanny Files harmless from such liability. Nanny Files, at its option, may decide not to process User's payroll if there are any unresolved problems with any information requested by Nanny Files or submitted by User, an Account Administrator, or an Authorized Representative.
Important Tax Information: User is held responsible by taxing authorities for the timely filing of employment tax returns and the timely payment of employment taxes for User’s employees. Nanny Files and the IRS recommend that User enroll in the U.S. Treasury Department’s Electronic Federal Tax Payment System (“EFTPS”), to monitor User’s IRS account and ensure that timely tax payments are being made. User may enroll in the EFTPS online at www.eftps.gov, or by calling (800) 555-4477 for an enrollment form. State tax authorities generally offer similar means to verify tax payments. User should contact the appropriate state offices directly for details.
9. Effect of Termination of the Payroll Service
User acknowledges and understands that if User terminates the Payroll Service by contacting or Nanny Files terminates the Payroll Service pursuant to Section 22 (Term; Termination; Suspension) of the Nanny Files Terms, then such termination may not be reversible. In the event that User or Nanny Files terminates User’s Payroll Service, then as of the time of such termination, Nanny Files will have no obligation to calculate further Payroll Entries for User and will not be liable for incorrect future tax calculations or net pay amounts to Employees.