1. Services.
In accordance with the terms and conditions set forth in these Standard Terms and Conditions (“STCs”), Customer hereby engages and authorizes Collective Payroll, LLC (“CP”) or its affiliates to act as the Employer of Record (“EOR”) for the persons or employees working and/or performing services for Customer (“Employees”) and provide payroll services on behalf of Customer for certain Events of Customer (“Events”).
These STCs apply for the benefit of CP on its own behalf and any related entity that is controlled by, under common control with, or controls CP (a “CP Entity”), and that provides services for Customer pursuant to these STCs. Each CP Entity shall be deemed to be a party to these STCs. The rights and obligations under these STCs are to be determined based on the CP Entity that performs the services. In no event shall Customer have any rights against a CP Entity except for the CP Entity that actually performs the services.
CP will provide payroll services on behalf of Customer for the Events. The payroll services provided by CP with respect to Employees will be based on the “Employment Records” prepared and submitted by Customer to CP. Employment Records received by CP from the Customer will be deemed as authorized and approved by the Customer for use in payroll processing.
On the basis of Employment Records, CP shall compute, process, deduct, remit and pay wages, allowances, fees, dues, garnishments, contributions required for minors, Trust Fund contributions, taxes, insurance, fringe benefits, and/or other payments called for under applicable laws.
Customer hereby grants to CP a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable license and right to use, copy, store, transmit, modify, create derivative works of, and display all data, information, material and the like provided to CP in connection with the Services (the “Provided Data”) (i) to provide the Services, (ii) to prevent or address service or technical problems, (iii) in anonymized, aggregated form, and (iv) as may be required by applicable laws.
The Parties acknowledge that the Services do not constitute professional employer organization or employee leasing services and the Parties do not intend for this Agreement to be deemed an agreement for such services.
By accepting Services from CP, Client agrees to be bound by these STCs regardless of whether or not these STCs are actually signed by the parties.
2. Customer is the Common Law Employer.
It is expressly agreed by Customer and CP that within the scope of these STCs, the status of CP is that of “Employer of Record” of the Employees for purposes of providing workers’ compensation insurance and payroll processing services only.
Customer will maintain sole and exclusive authority to hire, supervise, assign, direct, control, classify, set the compensation of, and terminate the Employees and thus having such authority, Customer shall be deemed the “Common Law Employer” of all Employees.
Customer expressly acknowledges and agrees that CP will NOT undertake, and Customer will be solely responsible for, all common law employment obligations of the Employees.
3. Rates and Payment.
Rates for services shall be as set forth in a rate card. Payment terms are 00 days via ACH.
Customer shall maintain sufficient funds in its funding account to cover all amounts due as they arise. In the event that the funds in the Customer's funding account are insufficient to cover amounts due, CP reserves the right to immediately suspend all services until adequate funding is restored.
If payment in full is not received by CP prior to payment being due to the Employees, then CP shall have the right to add late fees at a rate of three percent (3%).
4. Representations, Warranties & Covenants.
Customer represents, warrants and covenants that:
- Customer has the right to enter into these STCs and to perform its obligations hereunder;
- Customer agrees to comply with all applicable US and foreign laws;
- Customer will timely provide CP with all information and materials required;
- Customer shall be solely responsible for compliance with US and foreign tax and immigration laws;
- Customer is responsible for compliance with employer health coverage mandates under Section 4980H;
- Customer has full and complete control over the Employees;
- Customer shall maintain required insurance coverage;
- Customer shall immediately provide CP with copies of notices of injuries, grievances, claims or suits.
5. CPRA.
In accordance with the California Privacy Rights Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations (the “CPRA”), CP acknowledges that, when acting as a service provider to Customer, it is prohibited from selling or sharing personal information and from retaining, using, or disclosing personal information outside of permitted purposes under the CPRA.
6. Indemnification and Liability.
Customer agrees to hold CP harmless and to indemnify and defend CP and the CP Indemnified Person(s) from and against any and all claims, costs, expenses and liabilities arising out of or related to Customer’s breach or compliance obligations.
CP agrees to indemnify and defend Customer Indemnified Person(s) to the extent arising out of CP’s gross negligence or willful misconduct.
In no event will CP be liable to Customer for any indirect, incidental, consequential, exemplary, or special damages.
7. Term and Termination.
The term of these STCs shall commence on the engagement by Customer for CP to provide services and shall continue until terminated by Customer or CP, which termination may occur at any time and for any reason upon twenty-four (24) hours’ written notice to the other party.
8. Force Majeure.
Except for Customer’s obligation to pay all sums due hereunder, any delay or failure of either party to perform its obligations is excused to the extent caused by events beyond reasonable control.
9. Governing Law, Jurisdiction and Venue.
These STCs are to be governed and construed according to the laws of the State of Tennessee without regard to conflicts of law, and the proper exclusive venue for resolution of any dispute is only in Wilson County, Tennessee.
10. Waiver of Right to Jury.
BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND CP EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY AND ALL RIGHTS THEY HAVE UNDER LAW TO A TRIAL BEFORE A JURY AND AGREE TO MANDATORY BINDING ARBITRATION OF ALL DISPUTES OR CLAIMS ARISING OUT OF THIS AGREEMENT.
11. Enforceability.
In the event that any of the terms contained in these STCs are found to be unenforceable, then the remainder of the terms shall continue to be in full force and effect.