Payroll Addendum

In the event that Namely provides Client with access to the Payroll module in the Platform, the following terms shall apply.

A. Namely Responsibilities:

1. Prepare, deposit and file Client’s payroll taxes for those federal, state, and local jurisdictions listed by Client upon initial payroll implementation process and any updates provided to Namely by the Client and confirmed by Namely in writing to Client.

2. Prepare a quarterly tax statement for each Federal Employer Identification Number (“FEIN”) and, where required, each state or local tax ID provided by Client. This statement will include a summary of tax liabilities reported throughout the quarter, account reconciliation, and printed returns filed at quarter end.

3. Answer tax agency correspondence for tax deposits and returns filed by Namely on Client’s behalf.

4. File amended returns as required for returns processed by Namely. Charges may apply in the event the amended return is a result of incorrect information supplied to Namely.

5. Prepare and file W2 agency filings.

6. Funds:

1. The funds held by Namely on Client’s behalf will be segregated from other funds of Namely, but may be commingled with funds of other payroll customers. Namely will be entitled to receive all net investment income generated and interest earned on any funds held and invested pursuant hereto.
2. Independently of the result of any investments of the funds performed by Namely, Namely has the obligation to pay Client’s tax liabilities and wage attachments provided the Client has previously deposited the corresponding funds with Namely.
3. In the event that Namely is unable to settle funds on behalf of Client, Namely shall return such funds on behalf of Client. Client shall be solely responsible for the escheat of such funds; Namely shall have no responsibility to escheat such funds.

7. Wage Attachments. Client is solely responsible for the setup of the wage attachments in the Platform in accordance with the Namely online documentation. Namely then will prepare and deposit Client’s wage attachment liabilities for those federal, state, and local payment processing units and any individual third party to which an employee of Client owes a debt and has agreed or is compelled by appropriate governmental authority to resolve via attachment of employee’s wages. Namely will make available a report of wage attachment activity to Client summarizing funds collection and disbursement transactions completed. Namely is not obligated to commence providing the Payroll Subscription until Namely has received all information necessary to disburse wage attachment liabilities.

8. Check Printing. Namely will provide direct deposit advice slips, and if the option is selected (pursuant to the relevant fees), print checks for Client based on the information from each completed payroll as set forth in the Data Remittance section below. Namely shall be responsible for providing such printed checks and direct deposit advice slips to the commercial overnight carrier provided by Client.

9. Reporting for Cash Collection. Upon approval of the payroll by Client, all payroll reports are available immediately. Three (3) business days prior to the applicable check date, Namely shall make available payment service data to Client which is applicable to any given payroll closed within the parameters defined herein, to allow Client to generate reports based on such data at the open of normal business hours.

10. Exclusions. Namely is not responsible for providing additional administrative services, including, but not limited to, agency research, account reconciliation, wage attachment data input and adjustments. Namely is not responsible for any pre-existing errors or similar matters arising prior to commencement of these services by Namely or for any errors that may occur in the event the Client fails to provide Namely with all necessary, complete, and accurate information.

11. Errors. To the extent that a payroll or tax filing error is solely caused by Namely, the cost to correct such error, including, but not limited to, payment of any fines, shall be payable by Namely.

B. Client Responsibilities:

1. Client shall adhere to the National Automated Clearinghouse Association (“NACHA”) rules for the transfer of funds at all times.

2. Client shall provide Namely with its valid Tax ID number.

3. Data remittance.

1. Direct Deposit Only. Client will complete its payroll before 3:00 PM Eastern Time, no less than two (2) business days prior to the applicable check date(s) for direct deposits completed via reverse wire only. Should Client require check printing, section 3(b) below shall apply.
2. Direct Deposit and Check Printing. Client will complete its payroll before 3:00 PM Eastern Time, no less than three (3) business days prior to the applicable check date(s).
3. Client acknowledges that the data and all information from the completed payroll from the Platform will be the basis for Payroll as provided for herein. Client is responsible for viewing, in the Platform, either the payroll summary report or the cash requirement report prior to approving each payroll. Client acknowledges and agrees that Namely will conduct an internal electronic audit of Client’s tax database in order to review and export data, on an as needed basis, in order to prepare quarterly or annual tax filings for Client.

4. Funds collection.

1. For direct deposit only clients and for any tax liability within a given pay period requiring a “next day” payment, Namely will collect for the total tax liabilities associated with Client’s payroll and wage attachments associated with the given pay period at least one (1) business day prior to the applicable check date from Client’s designated bank account.
2. For direct deposit plus check printing clients and for tax liabilities not requiring a “next day” payment date, Namely will collect the total tax liabilities and wage attachments associated with the given pay period three (3) business days prior to the payroll check dates from Client’s designated bank account.
3. At the times specified above, Namely will collect funds to cover the total payroll liability of Client. Namely will direct the transfer of funds from Client’s designated bank account to Namely’s account by electronic funds transfer. Client agrees to maintain good and sufficient collected funds in Client’s designated bank account to cover all funding transactions to be made under this Payroll Addendum. In the event Client fails to maintain such good and sufficient collected funds, Namely may (i) terminate the Payroll Subscription only upon notice to Client and charge Client for any applicable fees, penalties, and interest, or (ii) change the method via which Client submits funds under this Addendum.
4. In the event that Client makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party’s property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against Client, Namely may (i) terminate the Payroll Subscription only upon notice to Client, or (ii) change the method via which Client submits funds under this Addendum.

5. Record of Tax Disbursement and Wage Attachments. Namely will not be liable for any invalidity or inaccuracy caused by Client. Upon Namely making available to Client any and all records of tax disbursements and wage attachments prepared by Namely pursuant to this Payroll Addendum, Client will examine all records for validity and accuracy according to Client’s records. Client will immediately notify Namely of any inaccuracies or inconsistencies.

6. The specific record retention schedules established by governmental entities and applicable to Client are the responsibility of Client and are not the responsibility of Namely and are not included in the services being provided under this Addendum. Namely has no responsibility or liability for maintaining or retaining said records for Client. Client is responsible for any obligation imposed on Client by law to maintain records regarding Client’s business or employees.

7. Client agrees to provide payroll related Client Data in a format reasonably requested by Namely and in a reasonable period of time after such request has been made. Additional fees may apply in the event that Client cannot supply payroll data in the format or time period requested by Namely.

8. Client agrees to timely execute any and all documents and forms presented by Namely in order to effectuate carrying out the Payroll Subscription, including power of attorney to service taxes. Namely, in its discretion, may terminate the Payroll Subscription in the event Client fails to execute such documents or forms when requested by Namely.

9. Client agrees that it will timely respond to any and all requests made by Namely. Namely may unilaterally amend or update the terms of this Payroll Addendum by providing written notice to Client only (i) as reasonably determined by Namely in order to update the services provided, or (ii) as mandated by any governmental agency or taxing authority. In the event that changes under (i) above adversely impact Client’s normal business operations, Client shall have the option to reject such changes, in good faith, within thirty (30) days of receipt of notice of such change from Namely by providing written notice to Namely. Upon such rejection, Namely shall have the option to not make said change or terminate this Payroll Addendum.

10. Client agrees to cooperate and diligently perform its responsibilities as set forth in this Payroll Addendum and acknowledges that failure to do so may result in additional fees or costs to Client. Namely shall provide Client with ten (10) days advanced written notice of its intent to charge such additional fees and/or costs, and Client shall have the opportunity to cure same during such ten (10) day period.

11. Tax Information Acknowledgment. As required by the Internal Revenue Service, the following information must be disclosed to taxpayers that utilize a third party to perform tax filing services on its behalf:

1. Client acknowledges that it is responsible for the timely filing of employment tax returns and the timely payment of employment taxes for its employees, notwithstanding, that Client has authorized Namely to file the returns and make the payments on its behalf.
2. The Internal Revenue Service recommends enrollment in the U.S. Treasury Department’s Electronic Federal Tax Payment System (EFTPS) to monitor your account and ensure that timely tax payments are being made. Enrollment in the EFTPS may be done online at www.eftps.gov, or call (800) 555-4477 for an enrollment form. State tax authorities generally offer
   Please also note, no state or federal agency assumes responsibility for the financial solvency of Namely

12. Tax Authorization. Client agrees Namely will act as the tax filing agent where required for IRS, state or local deposits, filings and correspondence on Client’s behalf as it relates to payroll tax filings. Namely agrees to hold in confidence all information relating to Client’s assets, liabilities, business or affairs which is received by Namely in the course of rendering service except as provided by law.

13. ACH Access. Client acknowledges that Namely or the bank that processes Client’s payroll transactions may need to investigate ACH entries transmitted by Client to the bank and consents to such investigation. Client also acknowledges that Namely or the bank may refuse to process ACH entries at any time.

14. Compliance. Client shall comply with all applicable anti-money laundering (“AML”), as well as Office of Foreign Assets Control (“OFAC”), laws and regulations with regard to the funds and individuals involved in the Payroll Subscription. In the event (i) Client does not comply with such laws or regulations, or (ii) either Client or one of its employees is included in the Specially Designated Nationals (“SDN”) list published by OFAC, Namely may immediately terminate the Payroll Subscription, take any required legal steps and make all necessary filings and disclosures with the appropriate governmental authorities.