HWS Terms of Service 

In this Service Agreement (the “Agreement”), “Client” refers to the domestic employer named above for which the payroll processing and payroll tax service (the “Service”) is being provided. “HWS” is HomeWork Solutions, Inc., a Maryland corporation with offices at 2 Pidgeon Hill Drive, Suite 300, Sterling, VA 20165. HWS’s Internet Website (“Website”) address is www.homeworksolutions.com.

 

1. SERVICE: HWS will provide Client the Service in accordance with this Agreement. The Service may include EIN registration, state tax account registration, payroll tax preparation and filing, payroll and payment processing. A minimum of ten (10) business days before the initial payroll processing date, Client shall submit the completed and executed documents HWS requires for providing the Service, including any powers of attorney required by HWS.

 

2. GENERAL REPRESENTATIONS AND WARRANTIES: Client and HWS each represent and warrant that each has the full right, power, and authority to enter into this Agreement and to perform its obligations under this Agreement and this Agreement constitutes the legal, valid, and binding obligations of Client and HWS, enforceable against Client and HWS in accordance with its terms.

 

3. TAX SERVICES:
   1. In order for Client’s W-2 statements and payroll tax reporting to be accurate, wage and payroll information submitted by Client to HWS during the enrollment process must be reconciled with Client’s payroll tax returns for the current calendar year and Client’s wage and payroll tax information for the current quarter. It is the Client’s responsibility to submit accurate information requested by HWS in connection with the Service. Any penalty or interest incurred due to inaccurate or late information provided by Client will be the sole responsibility of Client.
   2. Client represents and warrants that they are eligible to file a Schedule H with the Department of Treasury, Internal Revenue Service, as part of their personal income tax return (1040). Client acknowledges and agrees that it is responsible to file its Schedule H (1040 Form Schedule H) and HWS has no obligation to complete such filing or any other personal income tax forms on behalf of Client. HWS is providing an pro-forma Schedule H and associated supporting accounting as a convenience for Client use in preparing their own 1040.

 

4. ACCOUNT DEBITING:
   1. A minimum of three business days prior to Company’s payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, Client authorizes HWS to initiate debit entries to Client’s account as specified above and to debit Client’s account in such amounts as are necessary to (a) fund Client’s direct deposits, (b) pay any fees or charges associated with the Service, (c) Client’s payroll taxes, (d) pay any debit, correcting or reversing entry initiated pursuant to this Agreement which is later returned to HWS, and (e) pay any other amount that becomes owed under this agreement. This authorization is to remain in full force until HWS has received written notice from Client of its termination in such time and such manner as to afford HWS and Depository a reasonable opportunity to act upon it. Client will maintain in Client’s account as of the applicable settlement date and time immediately available funds sufficient to cover all credit entries Client originates through HWS. Client acknowledges that the origination of ACH transactions to its account must comply with the provisions of U.S. law. Amounts withdrawn for payroll taxes will be held by HWS at HWS’s financial institution (the “Payroll Tax Account”) until such time as those payments are due to the appropriate taxing agencies, and no interest will be paid to the Client on these amounts. With respect to any monies or funds that are held with HWS, from the Client or otherwise (the “Funds”), HWS may invest and reinvest the Funds in (a) direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; (b) U.S. dollar denominated deposit accounts and certificates of deposit issued by any bank, bank and trust company, or national banking association (including HWS and its affiliates), which are either (i) insured by the Federal Deposit Insurance Corporation (“FDIC”) up to FDIC limits, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of at least “A-1” by S&P or “P-1” by Moody’s (ratings on holding companies are not considered as the rating of the bank); or (c) money market funds or overnight investment funds or vehicles, including funds managed by HWS or any of its affiliates. Such investments may be in the name of HWS. HWS may, without notice to Client, sell, liquidate or transfer any of the Funds at anytime. HWS shall retain all investment earning from the Funds. HWS shall be liable for the payment of any taxes in respect of interest or other income derived from the investment of the Funds.
   2. If Client does not have sufficient funds in Client’s account to pay disbursements, fees, payroll taxes or any other amounts dues under this Agreement at the time required, or if Client refuses to pay, HWS may (a) debit the Payroll Tax Account or the Client’s credit card guarantee to pay disbursements, fees or charges, payroll taxes, or other amounts due, (b) refuse to pay any collected or collected but unremitted payroll taxes, in which case the payroll tax liability will become the sole responsibility of the Client, (c) refuse to perform further services, and/or (d) immediately terminate this agreement. HWS may assess non-sufficient funds penalties and may recover from Client any costs, including reasonable attorneys’ fees and expert witnesses’ fees HWS may incur in connection with any termination of this Agreement or collection of amounts due hereunder.

 

5. SERVICE FEES AND CHARGES: Client agrees to pay HWS for the Service in accordance with the fees set forth in the fee schedule that is accessed by logging into the HWS Website.

 

6. CHANGES TO THE SERVICE: HWS reserves the right to change the terms, conditions, and fees for the Service at any time. HWS will provide thirty (30) days prior notice of any material change, including fees. Notice may be provided in writing or electronically. If Client does not wish to be bound by such change, it may discontinue using and terminate the Service before the change becomes effective, otherwise Client acknowledged it has consented to such change.

 

7. VERIFICATION OF DATA
   1. HWS will notify Client via electronic communication when all data necessary to begin the Service has been received and the enrollment process has been completed. Client shall then, prior to its first payroll, review for completeness and accuracy the Payroll information. Payroll Information shall mean all information provided for Client’s review, including but not limited to that which is used to calculate and pay employee payroll, track Client-defined employee benefits, pay payroll taxes to applicable taxing agencies in compliance with the laws and regulations of such taxing agencies, and produce payroll tax returns and W-2 statements. Client must correct incorrect or missing Payroll Information, either by itself or by notifying HWS in the manner specified by the HWS and within the time period specified therein.
   2. Client agrees that by submitting each payroll (including the first payroll): (a) Client has approved all Payroll Information, (b) Client has waived and released any claim against HWS arising out of any errors in the Payroll Information which Client has not itself corrected or has not requested HWS to collect, and (c) any subsequent request for corrections will be considered special handling and additional fees may be charged. Final audit responsibility rests with Client. HWS will not have responsibility for verifying the accuracy of any data Client provides or directly inputs via the Internet or any other electronic method.

 

8. SECURITY PROCEDURE
   1. Client or Client’s Authorized Representatives will access the service by entering a confidential user ID and password, which such user shall create by following instructions provided on the specified portion of the Website. Client will establish the periodic rate of employee remuneration, thereby authorizing HWS to create and transmit ACH credit or debit entries (collectively, “Entries” and each an “Entry”) necessary to process Client’s payroll and payroll tax transactions via HWS’s secure Website or via Facsimile or Email communication which has been acknowledged as received by HWS in writing.
   2. Client acknowledges that HWS offers the security procedure described above for the purpose of verifying the authenticity of an instruction approving or releasing, canceling or amending the Payroll Information used to create Entries (each, a “Payment Order”) to be originated by HWS for the benefit of Client.
   3. HWS has no obligation to act on any Payment Order which it reasonably doubts its authenticity. HWS is entitled to act on any Payment Order which it reasonably believes was from the Client and has no obligation to verify the content of such Payment Order, establish the identity of the person giving it or await any confirmation of the Client. HWS shall have no liability for acting on, and Client shall be bound by, any Payment Order sent in the Client’s name, whether or not that Payment Order was actually authorized by Client.
   4. Client will, and will cause its employees and authorized agents to, take reasonable steps to maintain the confidentiality of the security procedure and the user IDs and passwords and related instructions provided by HWS. If Client believes or suspects that such information or instructions have been known or accessed by unauthorized persons, Client will immediately notify HWS in a manner affording HWS a reasonable opportunity to act on the information.
   5. Client will be bound by any Payment Order, whether or not authorized, issued in its name and accepted by HWS in compliance with the designated security procedure. To the fullest extent permitted by law, Client shall be solely responsible for the safekeeping of all Client IDs and passwords and assumes all risk of the disclosure or inadvertent use of any ID or password by any party whatsoever, whether such disclosure or use results from Client’s negligence, deliberate acts or otherwise. HWS shall not be liable for any loss or damage resulting from fraudulent, unauthorized or otherwise improper use of any Client information, including Client IDs or passwords.
   6. Client agrees that the use of these security procedures contained in this Section 8 constitute a commercially reasonable security procedure for HWS’s use of Client information. HWS’s records demonstrating any compliance with the security procedures contained in this Section 8s hall be deemed conclusive proof that the Payment Order was received by HWS was authorized by Client and that Client is bound by that Payment Order.

 

9. ACH ORIGINATION
   1. The Service will enable Client to provide Payroll Information and to approve and submit it to HWS for creation, formatting and transmission of Entries in accordance with ACH Rules (“Rules” as defined by Nacha and published at https://nacha.org ). HWS may reject any Payroll Information or Entry provided which does not comply with the requirements of this Agreement or the Rules or with respect to which Client’s Account does not contain sufficient available funds to pay for the Entry. If any Payroll Information or Entry is rejected, HWS will make a reasonable effort to notify Client promptly so that Client may correct such Payroll Information or request that the HWS correct the Entry and resubmit it. A notice of rejection will be effective when given. HWS will have no liability to Client by reason of the rejection of any Payroll Information or Entry.
   2. Client agrees to the payroll processing schedule as posted and provided to Client by HWS, said schedule dependent on banking and government holiday schedules and varying from year to year. Client will have no right to cancel or amend any Payroll Information approved by Client and received by HWS after posted cut-off time on a business day.
   3. HWS will process the Payroll Information and Entries created there from in accordance with its then current processing schedule, provided (i) the Payroll Information is approved by Client and received by HWS no later than Client’s applicable cut-off time on a business day and (ii) the ACH is open for business on that business day. If HWS received approved Payroll Information after Client’s cut-off time, HWS will not be responsible for failure to process the Payroll Information on that day.
   4. Origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of Entries must be in accordance with the Rules to which HWS must adhere and, with respect to credit entries which constitute Payment Orders, Article 4A of the Uniform Commercial Code as adopted in the state whose law governs this Agreement.
   5. Any credit HWS gives to Client is provisional until HWS receives final settlement and the Entry for which credit was given is deemed to be finally paid as provided in this Agreement, the Rules and all laws, rules and regulations governing any aspect of the Entry, including the laws, rules and regulation of the country to which the Entry was sent. If HWS does not receive final settlement, it is entitled to a refund from the credited person and the Client will not be deemed to have paid that person.
   6. At Client’s written request, HWS will make reasonable effort to reverse an Entry, but will have no responsibility for the failure of any other person or entity to honor Client’s request.
   7. Client acknowledges the under the Rules, HWS makes certain warranties with respect to each Entry. Client agrees to reimburse HWS for any loss, cost, or expense HWS incurs, including its reasonable attorneys’ fees and legal expenses, as the result of a breach of a warranty made by HWS unless the breach resulted solely from HWS’s own gross negligence or willful misconduct.
   8. Client acknowledges that under the Rules, HWS indemnifies certain persons. Client agrees to reimburse HWS for any loss, cost, or expense HWS incurs, including its reasonable attorneys’ fees and legal expenses, as the result of the enforcement of an indemnity, unless enforcement resulted solely from HWS’s own gross negligence or willful misconduct.

 

10. TERMINATION: The Service will continue until such time as Client or HWS gives thirty (30) days prior written notice, unless termination is for cause. HWS may immediately terminate this Agreement upon notice to Client if Client is in violation of a material provision of the Contract Documents, including but not limited to, the payment when due of any fees, charges, or payroll taxes, or if Client chooses not to accept a change in any term or condition of this Agreement or Client misrepresents any data or information required by HWS in connection with the Service or at any other time.

 

11. GENERAL TERMS AND CONDITIONS:
    1. HWS, its employees and agents will hold in strict confidence all data furnished by Client or produced by HWS under this Agreement. However, such parties will not be held liable if such data is release through other sources, or if HWS, its employees and agents release the data because of a reasonable belief that Client has consented to such disclosure. Nothing herein shall be construed to prevent HWS from disclosing any Client information (i) to HWS’s employees, contractors and agents who need to know such information or provide advice, including legal, tax or regulatory, to HWS, or (ii) in response to a valid order by a court of competent jurisdiction or other governmental body, otherwise required by law or a regulatory agency, or which is necessary to establish the rights of either Client or HWS under this Agreement or the Contract Documents.
    2. This Agreement does not relieve Client of Client’s obligations under federal or state laws or regulations to retain worksite records relating to the data contained in HWS’s electronic files.
    3. Client agrees to hold HWS harmless against all claims made by Client or others resulting from HWS’s reliance on information and data furnished by Client or resulting from activities HWS or its agents undertake at Client’s request, or at the request of anyone HWS believes in good faith to be an authorized agent of Company including, without limitation, costs, reasonable attorneys’ fees and expert witnesses’ fees incurred in connection with such claims. HWS will have the right to disburse or withhold any sum that HWS is authorized to disburse or withhold. Client agrees that, except for actions required to correct HWS’s errors, HWS will not be liable for any loss or damage caused by HWS’s delay in furnishing services and/or products. Except as provided in Section 2 above, in no event will HWS’s liability for any act or omission relating to the Service exceed the total fees for services provided for the six (6) month period immediately preceding such act or omission by HWS. IN NO EVENT WILL HWS HAVE LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION OR WHETHER HWS KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCE, COMPANY ACKNOWLEDGES THAT HWS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.
    4. HWS’s Promise: HWS promises the timely filing of all required employment tax returns and remittances provided Client is not in breach of any of the terms above. The preparation of forms by HWS is dependent upon the accuracy and completion of the information provided by client. HWS IS NOT RESPONSIBLE FOR ANY ERRORS IN THE INFORMATION THAT IS PROVIDED TO IT OR BY ANY INACCURACIES CAUSED BY THE CLIENT’S FAILURE TO PROVIDE HWS WITH COMPLETE, TIMELY AND/OR ACCURATE INFORMATION.
    5. Except as caused by the gross negligence or willful misconduct of HWS as determined by a final non-appealable judgment of a court of competent jurisdiction, Client agrees to indemnify and hold HWS, its directors, officers, employees and agents harmless for all claims, demands, judgments and expenses arising out of or in any way connected with the performance of the Service.
    6. This Agreement, the documents set forth in Section 1, the Fee Schedule, any user guides (online or otherwise) and any addendum to this Agreement (hereinafter called “Contract Documents”) constitutes the entire agreement between HWS and Client regarding the service.
    7. Any person identified by Client in this Agreement or any certification, notice or other communication delivered to HWS may receive information, communications and notices regarding the Service, and is authorized to transact all business, make all agreements and sign and deliver all documents in connection with the services. If the identity of such person changes, Client will promptly notify HWS in writing. HWS will have a reasonable time after receipt of a certification, notice or other communication to act on it.
    8. Client and HWS shall not by this Agreement or otherwise be general partners, limited partners, or joint venturers, or in any other business enterprise together. The relationship between Client and HWS is governed solely by this Agreement and Client agrees and acknowledges that HWS is not a fiduciary and has no fiduciary responsibilities and that any duties owed are expressly stated in this Agreement.
    9. HWS does not provide tax or legal advice. Nothing contained in this Agreement or in any documentation provided to Client by HWS in connection with the Services is intended to constitute, nor should be relied upon as tax or legal advice or opinion. Tax advice should be sought from an independent tax advisor and should be based on Client’s particular circumstances.
    10. Sections 2, 3, 4, 8(e), 9(g), 9(h), 11(c), 11(e) and 11(g) will survive termination of the Service.
    11. The laws of the State of Maryland shall govern this agreement.