Last updated January 25, 2018
These Payroll Service Terms (these “Payroll Terms”), together with the Terms of Service (the “Terms”) (collectively, the “Payroll Agreement”), set forth the terms and conditions under which Runa agrees to provide you certain payroll services and other related services (the “Payroll Service”), which are provided through Runa’s website, www.runahr.com.
These Payroll Terms are “Service Terms” under the Terms. Capitalized terms used but not otherwise defined in these Payroll Terms shall have the meanings ascribed to such terms in the Terms. If the terms and conditions of these Payroll Terms conflict with the terms and conditions of the Terms, the terms and conditions of these Payroll Terms shall control but only with respect to the provision of the Payroll Service.
The Payroll Agreement is a legally binding agreement between you and Runa. If you are agreeing to these Payroll Terms on behalf of a business or an individual other than yourself, you represent and warrant that you have authority to bind that business or other individual to the Payroll Agreement, and your agreement to these terms will be treated as the agreement of such business or individual. By (i) clicking the applicable button to indicate your Service Plan choice, (ii) clicking the applicable button to indicate your acceptance of the Payroll Agreement, or (iii) accessing or using the Payroll Service, you accept the Payroll Agreement, and you agree, effective as of the date of such action, to be bound by the Payroll Agreement.
Subject to the terms and conditions of the Payroll Agreement, Runa agrees to use reasonable efforts to provide you with the Payroll Service in accordance with the Payroll Agreement.
Provided that you comply with the terms of the Payroll Agreement, then as long as you are subscribed to the Payroll Service, Runa will provide you with the Payroll Service for the purposes of calculating payroll and its associated liabilities for your business. In performing the Payroll Service, Runa will rely on the information furnished by you, your Account Administrators, or your authorized representatives, and Runa is not responsible or liable for any errors resulting from such reliance, as further described in the Terms.
Depending on the type of Payroll Service you request, you may need to agree to additional terms and conditions and complete and sign additional forms or authorizations that Runa provides to you, as required by law or as otherwise necessary to provide the Payroll Service.
In performing the Payroll Service, you acknowledge and agree that (i) Runa is not acting in a fiduciary capacity for you and/or your business; (ii) using the Payroll Service does not relieve you of your obligations under applicable laws or regulations to retain records relating to your data contained in Runa’s files; and (iii) any information that Runa provides in connection with the Payroll Service is for informational purposes only and should not be construed by you as legal, tax, or accounting advice.
You, your Account Administrator, or an authorized representative shall approve and submit the Payroll Information (as defined below), thereby authorizing Runa to create and transmit credit or debit entries (the “Entries”) necessary to process the Payroll Service.
Runa will notify you via email or by other means when all information necessary to begin the Payroll Service has been received. You will then review the Payroll Information for completeness and accuracy. For the purposes of the Payroll Agreement, “Payroll Information” shall mean any information provided to Runa by you in connection with the Payroll Service by you, your Account Administrator, authorized representatives, or agents, including information posted in connection with the Payroll Service for your review on the Services or otherwise requested for review by Runa. You must correct incorrect Payroll Information or provide missing Payroll Information, either through the Services or by notifying Runa at email@example.com. You are fully responsible for the accuracy of all information you provide, submit, and/or approve (whether provided directly or through your Account Administrators or authorized representatives), and you are solely responsible for any claims arising from the failure to timely provide and maintain accurate and complete Payroll Information at all times.
You agree that by submitting each payroll you approve all Payroll Information and waive and release any claim against Runa arising out of any errors or omissions in the Payroll Information which you have not corrected (whether directly or indirectly) or have not requested Runa to correct. Final responsibility for any audits or assessments rests with you. Runa will not have any responsibility for verifying the accuracy of any data you provide via the Services or via any other method.
Runa does not verify or review Payroll Information used to create Entries (“Payment Orders”) for the purpose of detecting any errors; it is your responsibility to verify the accuracy of Payment Orders. You shall indemnify and hold Runa and the other indemnified parties harmless from and against any claims arising from the creation of Payment Order in good faith and in compliance with such procedures.
Runa calculates applicable payroll taxes in accordance with applicable laws; however, due to differences in computational methods (e.g., rounding), it is possible that Runa’s computation of your applicable taxes may deviate slightly in a fractional manner from the amount charged by an applicable taxing authority. Sometimes, this will result in your payroll calculating slightly less than what ultimately is required to be remitted to the applicable taxing authority. In this case, you agree that Runa will not be held accountable for this difference and you will be responsible for covering the difference to the relevant tax authority.
The Payroll Service will enable you to enter the Payroll Information and to approve and submit it to Runa for creation, formatting, and transmission of Entries. Runa may reject any Payroll Information or Entry which does not comply with the requirements in the Payroll Agreement. If any Payroll Information or Entry is rejected, Runa will make a reasonable effort to notify you promptly so that you may correct such Payroll Information or request that Runa correct the Entry and resubmit it. Runa will have no liability to you for (i) the rejection of any Payroll Information or Entry or any claims directly or indirectly arising therefrom; or (ii) any delay in providing, or any failure to provide, you with notice of rejection, or any claims arising directly or indirectly therefrom. If you request that Runa correct any Payroll Information or Entries on your behalf, Runa may attempt to do so; provided, however, that Runa is not obligated to make any requested correction, and Runa is not liable for any claims or other consequences that may directly or indirectly result from Runa’s attempt to correct, or failure to correct, such Payroll Information or Entries.
Runa will process the Submitted Payroll Information in accordance with Runa’s then-current processing schedule applicable to you, provided that the Submitted Payroll Information is received by Runa no later than your applicable cut-off time for Submitted Payroll Information on a business day. If Runa receives approved and Submitted Payroll Information after the applicable cut-off time for Submitted Payroll Information on a given business day, or if Runa receives the Submitted Payroll Information on a non-business day, Runa will not be responsible for failure to process the Submitted Payroll Information on that day. If the Submitted Payroll is not received on time, Runa will use reasonable efforts to process the Submitted Payroll Information with the next regularly-scheduled file created by Runa on a business day on which the gateway operator is open for business).
In order to use the Payroll Service, you must submit accurate wage and payroll information to Runa during and after the enrollment process. Runa will not be liable for any penalty, interest, or other claim that results from inaccurate or incomplete information that you, an Account Administrator, or an authorized representative supplies. Runa shall only calculate Payroll Services on your behalf. You 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 Runa. It is your responsibility to submit complete, timely, and accurate information to Runa 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 you will be your sole responsibility. You further agree to hold Runa harmless from such liability. Runa, at its option, may decide not to file your payroll tax returns, pay your payroll taxes, or otherwise process your payroll if there are any unresolved problems with any information requested by Runa or submitted by you, an Account Administrator, or an authorized representative.
Additional Tax Information: Even though you have authorized a third party, such as Runa, to file payroll tax returns and make payroll tax payments, ultimately, you are held responsible by taxing authorities for the timely filing of employment tax returns and the timely payment of employment taxes for your employees.
You acknowledge and understand that if you terminate the Payroll Service through your account or Runa terminates the Payroll Service pursuant the Terms, then such termination may not be reversible. In the event that you or Runa terminate your Payroll Service, then as of the time of such termination, Runa will have no obligation to provide you with the Payroll Services.