Terms and Condition

Study these Terms of Service (“Agreement”) completely. By accepting electronically (for example, clicking “I Accept”), installing, accessing, or using Service, you agree to these terms. If you do not agree to this Agreement, then you may not use the Service. This Agreement contains the terms and conditions that govern the use of, and the terms and conditions upon which Maltar, will provide to you (“Client”), certain payroll processing, payroll tax service, and other related payroll services (collectively the “Service”). The Service may be obtained through this website (“Website”) or using an application on and entered (the Website at which the Service is offered is referred to as the “Service Site”).

1. SERVICE.

Service Bureau will provide Client the Service by this Agreement. A minimum of ten (10) business days before the initial payroll processing date, Client shall submit the completed and executed documents Service Bureau requires for rendering the Service, which documents shall carry any federal, state or local powers of attorney required by Service Bureau, Client account information and any additional information requested by Service Bureau. After the initial payroll processing, the Client will complete and execute any renewals, amendments, or replacements of the aforementioned documents which the Service Bureau deems necessary.

2. TAX SERVICES; LIABILITY.

For the Service to be instituted, the Client must submit accurate wage and payroll information to Service Bureau during the enrollment process. The wage and payroll information must be reconciled with the Client’s payroll tax returns for the current calendar year and the Client’s wage and payroll tax information for the current quarter. Thereafter, the Client shall timely and accurately (a) update all wage and payroll information as necessary to reflect changes and (b) respond with additional information requested from time to time by Service Bureau. It is the Client’s responsibility to submit complete and accurate information to Service Bureau in connection with the Service. Any penalty or interest incurred due to inaccurate information provided by the Client will be the sole responsibility of the Client. The client further agrees to not hold Service Bureau accountable for such liability. Service Bureau, at its option, may decide not to file Client’s payroll tax returns, pay Client’s payroll taxes, or otherwise process Client’s payroll if there are any unresolved problems with any information requested by Service Bureau or submitted by Client. Service Bureau’s sole liability and Client’s sole remedy for Service Bureau’s negligent failure to perform the payroll tax portion of the Service shall be (i) Service Bureau will remit the payroll taxes received from Client to the appropriate taxing authority and (ii) Service Bureau will reimburse Client or pay directly to the appropriate taxing authority any penalties resulting from such negligent error or omission by Service Bureau.

3. ACCOUNT DEBITING.

A. On or before Client’s payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, Client authorizes Service Bureau to initiate debit entries to Client’s account specified above (“Client’s Account”) at the depository financial institution the Routing Number of which is given above (“Depository”), and to debit Client’s Account in such amounts as are necessary to (i) fund Client’s direct deposits, (ii) pay any fees or charges associated with the Service, including, without limitation, finance charges, (iii) pay Client’s payroll taxes, (iv) pay any debit, correcting or reversing entry initiated according to this Agreement which is later returned to Service Bureau, and (v) pay any other amount that is owing under this Agreement or in connection with the Service. This authorization is to remain in full force and effect until Service Bureau has received written notice from Client of its termination in such time and such manner as to afford Service Bureau and Depository a reasonable opportunity to act upon it. The 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 Service Bureau. Client’s obligation to pay Service Bureau for each credit entry matures at the time Service Bureau transmits or otherwise delivers the credit entry to the Automated Clearing House (“ACH”) or gateway operator and is unaffected by the termination of the Service. Service Bureau may set off against any amount it or an Affiliate owes to Client to obtain payment of Client’s obligation as outlined in this Agreement. The 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 Service Bureau at Service Bureau’s financial institution (the “Payroll Tax Account”) until those payments are due to the appropriate taxing agencies, and no interest will be paid to the Client on these amounts.

B. If Client does not have sufficient funds in Client’s Account to pay disbursements, fees, payroll taxes, or any other amounts due under this Agreement at the time required, or if Client refuses to pay, Service Bureau may (i) debit the Payroll Tax Account or any account at Service Bureau’s financial institution or any Affiliate owned in whole or in part by Client to pay disbursements, fees or charges, payroll taxes, or other amounts due, (ii) refuse to pay any unremitted payroll taxes, in which case the payroll tax liability will become the sole responsibility of Client, (iii) refuse to perform further services, and/or (iv) immediately terminate this Agreement. Service Bureau may assess finance charges on any amounts owing and unpaid ten (10) days after demand. Finance charges are assessed at a rate of 1.5% per month (18% per annum) or the highest amount permitted by law, whichever is less. Service Bureau may recover from Client any costs including, without limitation, reasonable attorneys’ fees and expert witnesses’ fees Service Bureau may incur in connection with any termination of this Agreement or collection of amounts due hereunder.

4. SERVICE FEES AND CHARGES.

For Service offered on a payment or subscription basis, the following terms apply, unless maltarservices or its third-party affiliate notifies you otherwise in writing. The client agrees to pay Service Bureau for the Service at Service Bureau’s current rates. The client will also reimburse Service Bureau for sales, use, and similar taxes arising from this Agreement that federal, state, or local governments may impose.

5. CHANGES TO THE SERVICE.

Maltarservices reserves the right to change the terms, conditions, and fees for the Service at any time. It will endeavor to, but shall not be obligated to, provide thirty (30) days prior notice of any material change, including fees. Notice may be provided in writing, electronically, or via the Website. If the Client does not wish to be bound by such change, it may discontinue using and terminate the Service before the change becomes effective. If the Client continues to use the Service after the change becomes effective, it will be bound by the change. The client has the responsibility to assure that Client’s address, including any electronic address(es), and account information in Service Bureau’s records is accurate. The timing of the advance notice of change may be shortened when permitted or required by law.

6. VERIFICATION OF DATA.

A. Maltarservices will notify the Client via electronic communication or by other means when all data necessary to begin the Service has been received and the enrollment process has been completed. The client shall then, before submitting its first payroll, review for completeness and accuracy the Payroll Information (as hereinafter defined). For purposes of this Agreement, “Payroll Information” shall mean all information posted for Client’s review on the specified portion of the Service Site including, but not limited to, that which is used to calculate and pay employee payroll, track Clientdefined employee benefits, pay payroll taxes to applicable taxing agencies in compliance with the laws and regulations of such taxing agencies, produce payroll tax returns and W-2 statements and print checks on Client’s account (if applicable). The client must correct incorrect or missing Payroll Information, either by itself or by notifying Service Bureau in the manner specified in the electronic communication and within the period specified therein. The client shall be fully responsible for the accuracy of all information supplied by it and/or approved by it, including, without limitation any IRS or other penalties and/or interest arising therefrom.

B. Maltarservices may permit, but shall not be obligated to permit Client’s Payroll Approver, a designated Client representative, and/or designated Client Administrator to communicate with Maltarservices by telephone, electronic mail, or other means about the Service.

7. SECURITY PROCEDURE.

A. Client will designate and authorize one or more individual users of the Service with authority to act on behalf of and to bind the Client (designated as “Client’s Payroll Approver,” “Principal” and “Administrator”), which authorized individuals will access the Service by entering a confidential user ID and password created by following the instructions provided on the a specified portion of the Service Site and which will entitle them, depending on their designation (whether as Client’s Payroll Approver, Principal or Administrator), to have authority to review, modify and/or approve on behalf of Client. Client’s Payroll Approver will approve and submit the Payroll Information thereby authorizing Service Bureau to create and transmit ACH credit or debit entries (“Entries”; each, an “Entry”) necessary to process Client’s payroll and payroll tax transactions, by entering his or her confidential user ID and password which he or she has created by following the instructions provided on the specified portion of the Service Site.

B. Client acknowledges that Service Bureau has implemented the security procedures described above to verify the authenticity of an instruction approving, release, canceling, or amending the Payroll Information used to create Entries (each, a “Payment Order”) to be originated by Service Bureau for the benefit of Client, and not to detect errors in Payment Orders. Client has reviewed various security procedures including the foregoing and has determined that the security procedures designated above constitute a commercially reasonable method of providing security against unauthorized Payment Orders and best meets Client’s requirements, given the size, type and frequency of the Payment Orders it will issue to Service Bureau.

C. Client will and will cause its employees to, take reasonable steps to maintain the confidentiality of the security procedure and the user IDs and passwords and related instructions provided by Service Bureau. If Client believes or suspects that any such user IDs and passwords or related instructions have been known or accessed by unauthorized persons, Client will immediately notify Service Bureau of maltarservices in a manner affording Service Bureau a reasonable opportunity to act on the information, and Client acknowledges that failure to immediately notify Service Bureau could result in loss of funds and unauthorized access to confidential information concerning Client and its employees. Service Bureau reserves the right to prevent access to the Service should Service Bureau have reason to believe the confidentiality of the security procedure or the confidentiality of the user IDs and passwords have been compromised.

D. Client will be bound by any Payment Order received and verified by Service Bureau in compliance with the designated security procedure, and Client shall indemnify and not hold Service Bureau liable from and against any loss suffered or liability incurred by, or arising from, the execution of a Payment Order in good faith and compliance with such security procedures.

7. SECURITY PROCEDURE.

9. TERM; TERMINATION.

Subject to Client’s compliance with the terms of this Agreement and satisfactory completion of the enrollment process, Service Bureau of maltarservices will commence provision of the Service to the Client. Service Bureau may, at its discretion, decline to offer the Service to Client if the enrollment process is not satisfactorily completed, Service Bureau is unable to verify satisfactory credit of the Client and/or its principals and/or for other lawful business reasons. The Service will continue until Client or Service Bureau gives thirty (30) days prior written notice unless termination is for the cause. Service Bureau may immediately terminate this Agreement upon notice to Client if Client violates 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 Service Bureau in connection with the Service or at any other time. Service Bureau may immediately terminate this Agreement without notice to Client if Client files, or has filed against it, a petition under the U.S. Bankruptcy Code or a similar state or federal law. The termination of the Service or this Agreement will not affect the Client’s or Service Bureau’s rights concerning transactions that occurred before termination.

10. ALTERNATIVE DISPUTE RESOLUTION.

Notwithstanding any other provision in this Agreement, if either Client or Service Bureau have any unresolvable dispute, controversy or claim, whether founded in contract, tort, statutory or common law, concerning, arising out of or relating to this Agreement or the Service, including any claim regarding the applicability, interpretation, scope or validity of this arbitration clause and/or this Agreement (a “Claim”) and upon the demand of either party, it will be settled by individual (not class or class-wide) binding arbitration administered by the American Arbitration Association (AAA) by the then-current Commercial Financial Disputes Arbitration Rules, including any expedited procedures. A demand that a Claim is submitted to arbitration may be made before the initiation of any legal proceeding or within ninety (90) days following the service of a complaint, third-party complaint, cross-claim, or counterclaim and if a party in a pending legal proceeding demands a Claim to be submitted to arbitration, the party initiating the action will immediately dismiss the legal proceeding and file the claim in arbitration. Arbitration hearings will be held in a mutually agreeable location or if no such agreement can be reached, the city where the dispute occurred. A single arbitrator will be appointed by the AAA and shall be a practicing attorney or retired judge having experience with and knowledge of payroll and online commerce law. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including attorneys’ fees and expert witness fees. A judgment on the award may be entered by any court having jurisdiction.

11. ELECTRONIC SIGNATURE AGREEMENT.

By selecting the “I Accept” button, the Client is agreeing to sign this Agreement electronically. The client agrees its electronic signature is the legal equivalent of its manual signature on this Agreement. By selecting “I Accept” the Client consents to be legally bound by this Agreement’s terms and conditions. The client further agrees that its use of a keypad, mouse, or different device to select an item, button, icon, or similar act/action, or to otherwise provide us instructions electronically, or making any acceptance of any agreement, acknowledgment, consent terms, disclosures or conditions constitutes its signature (hereinafter referred to as “E-Signature”), acceptance and agreement as if signed by Client in writing. The client also agrees that no certification authority or other third-party verification is necessary to validate its E-Signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of its E-Signature or any resulting contract between Client and us. The client also represents that it is authorized to enter into this Agreement.

12. GOVERNING LAW

This Agreement shall be interpreted and construed in accordance with the laws of the State of Madhya Pradesh, without regard to the conflicts of laws principles thereof.

13. GENERAL PROHIBITIONS

User agrees not to take any of the following actions:

Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;
Use the Services other than as authorized in this Agreement;
Resell, sublicense, timeshare, or otherwise share the Services with any third party;
Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Maltar Content or any individual element within the Site, Platform, or Services, including Maltar’s name and any Maltar trademark, logo, or other proprietary information, in each case, without Maltar’s express prior written consent;
Access, tamper with, or use non-public areas of the Platform, Services, Maltar’s computer systems, or the technical delivery systems of Maltar’s providers;
Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services;
Take any action that imposes or may impose an unreasonable or disproportionately large load on our (or Partners’) infrastructure;
Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
Harvest or scrape any Content from the Platform or Services;
Attempt to probe, scan, or test the vulnerability of any of our system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another User) to protect the Platform, Services, or Content;
Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by us or other generally available third-party web browsers;
Access the Services to monitor its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other forms of solicitation through the Platform or Services;
Use any meta tags or other hidden text or metadata utilizing our trademark, logo, URL, or product name without our express written consent;
Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information;
Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content;
Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s Content;
Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;
Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission;
Impersonate or misrepresent User’s affiliation with any person or entity;
Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities.