TERMS OF USE


[These Terms of Use were last modified on January 22, 2018]


Welcome to Wagepoint!


Overview of Services

These terms of use (the "Terms" or the "Agreement") set out the agreement between Wagepoint Inc., Wagepoint USA, Inc. or any of their affiliates (collectively, "Wagepoint", "us" or "our") and you regarding your use of Wagepoint's payroll and tax processing services ("Services"), including the online payroll application designed and offered by Wagepoint ("Wagepoint App") and Wagepoint's website at www.wagepoint.com, all related webpages, and all related websites operated by affiliates or divisions of Wagepoint (collectively, the "Website"). The Services allow businesses to calculate and process payroll for their employees and remit their taxes to the appropriate taxation authorities in jurisdictions where Wagepoint offers the Services.

Payroll processing includes: the calculation of gross to net pay for your employee; creating output in the form of direct deposit payments in the amount of employees' net pay; file transmissions; maintaining software to process payrolls, including implementing modifications as required by changes in legislation; providing reports; and providing customer support in relation to payroll processing. After a minimum of two (2) payrolls within the fiscal year have been processed by you through the Wagepoint App, payroll processing will include the production of year-end tax forms.

Tax processing includes: withholding and remitting your statutory remittances including income tax, employment insurance, government pension plans, and other government remittances relating to Payroll. Wagepoint will comply with all current statutory deduction rates stipulated by the appropriate taxation authority. The statutory remittance funds shall form part of the Payroll Funds (defined below).

In this Agreement, "you" shall refer to any person who subscribes for or uses the Services or maintains an account with Wagepoint, and includes such person's employees and agents (including any third-party accountants or bookkeepers acting on such person's behalf). If you are an individual entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms "you" or "your" shall refer to such entity and its affiliates and not to you personally. If you do not have such authority you must not accept this Agreement on behalf of the entity and may not use the Wagepoint App or the Services.

Binding Agreement

This Agreement (including our Privacy Policy, and other policies and notices posted on Website, all of which are incorporated herein by reference) is legally binding and explains our obligations as a service provider and your obligations as a user of the Wagepoint App and subscriber for the Services, so it is important that you read this Agreement carefully. All provisions of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. If any of the provisions of this Agreement should be determined to be unenforceable the remaining provisions of this Agreement shall survive and remain in full force and effect and continue to be binding and enforceable.

Wagepoint reserves the right to modify or change any of the provisions of this Agreement at any time without any prior notice, which will be effective immediately upon posting the modified or changed Agreement to the Website; however, important modifications or changes will be communicated to you by email or announced on the Website or the Wagepoint App. The most current version of this Agreement can be viewed by clicking the "Terms of Use" link at the bottom of the pages of our Website and the Wagepoint App. The most current version of our Privacy Policy can be viewed by clicking the "Privacy Policy" link at the bottom of the pages of our Website and the Wagepoint App. At any given time, your use of the Wagepoint App and the Services will be subject to the then-current Agreement (including the then-current Privacy Policy, and other policies and notices posted on the Website, all of which are incorporated in such then-current Agreement by such reference) as posted on the Website and your use of the Services or the Wagepoint App at any time will be deemed your conclusive acceptance of the then-current Terms.

If you cannot or do not wish to comply with any of the terms and conditions outlined within this Agreement, your only remedy is to discontinue using the Wagepoint App and the Services. If you are unable to meet any or all of the conditions outlined in this Agreement for any reason, Wagepoint has the right to deny you access to the Wagepoint App and any of the Services, with or without prior notice to you, and you must destroy any materials downloaded or printed from the Wagepoint App.

Conditions of Usage

Wagepoint grants you a non-exclusive, non-transferable limited license to use the Wagepoint App when you complete and submit the sign-up form for the Wagepoint App via the Website. Completing a sign-up form for the Wagepoint App via the Website indicates your acceptance of this Agreement. Wagepoint reserves the right to reject your sign-up form, in its sole and absolute discretion.

You agree to use the Wagepoint App and the Services only for the purposes that they were intended and only in accordance with the terms of this Agreement. The Services are provided to you on the strict condition that they are used solely for your own internal business use and not for re-sale or for any use that would constitute providing a service for third parties, unless agreed to in writing.

Wagepoint may, without notice or liability, limit the geographic locations or jurisdictions where some or all of the Services may be available; add, discontinue or revise any aspect, mode or design of the Wagepoint App or the Services, which include but are not limited to the scope of service, time of service, or to the software required for access to the Services. If any such additions or revisions result in a failure of, or error, omission, defect, deficiency, delay causing downtime, or inability of you to access the Services for any length of time, including as a result of the permanent termination of the Services, you acknowledge, with no prejudice to the foregoing, and agree that the only remedy for any error, omission, defect, deficiency, delay or other failure of the Wagepoint App or the Services whatsoever is to discontinue using the Wagepoint App and the Services.

Wagepoint accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using the Wagepoint App or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials by us does not constitute our endorsement or warranty as to the compliance of such information or materials with applicable privacy legislation, or to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.

The Services may include Wagepoint making bank deposits, filing tax returns and paying tax remittances on your behalf. Wagepoint works with financial and government institutions for the purpose of providing the Services. However, Wagepoint does not review information provided by you or any third party for any purpose, including but not limited to accuracy. It is entirely your responsibility to ensure the accuracy, completeness and timeliness of any information required by us or any third party service providers in connection with any of the Services.

You are responsible for reviewing all withdrawals, direct deposits, paychecks and reports prepared by Wagepoint for completeness, validity and accuracy according to your records and you agree to notify Wagepoint immediately of any discrepancies promptly after receipt of any reports and payroll information from Wagepoint.

You will provide accurate account numbers, remittance frequency and all other information required from time to time to permit accurate and timely statutory tax remittance by Wagepoint. You will be responsible for updating the Wagepoint App immediately with any changes to the frequency with which Wagepoint must make its statutory remittances. You will continue to receive, review and be the contact for all correspondence and all other communications with the taxing authorities, however Wagepoint may be authorized to discuss matters relating to remittance of your source deductions with such taxing authorities. Wagepoint will implement, at no cost to you, programming changes to Wagepoint's core payroll system necessary to ensure compliance with laws and regulations pertaining to Payroll gross-to-net calculations. However, you will be responsible for monitoring legal developments specifically applicable to the operation of your business, interpreting applicable laws and regulations, determining the requirements for compliance with such laws and regulations, and identifying any changes required to your internal business rules.

Wagepoint makes every commercially reasonable effort to accurately calculate federal, state and/or provincial payroll taxes as part of the Services. In the event such calculations are incorrect and proved to be directly due to Wagepoint's gross negligence or wilful misconduct and such error results in a penalty, Wagepoint will pay the penalty in full. However, you must provide Wagepoint with the penalty notice received from the taxing authority within 30 days of the date of the first notice. The penalty must be the direct result of Wagepoint's gross negligence or wilful misconduct and not the result of incorrect data provided by you or otherwise resulting from your acts or omissions. The penalty must apply to a time period during which you were using the Services. You are responsible for any unpaid taxes, fees and interest charges due as a result of the penalty notice.

Your Wagepoint Account

If you register an account for the use of the Wagepoint App and the Services (an "Account"), you agree, and represent and warrant, that you have provided us with true, current, complete and accurate information requested in the registration form and from time to time in connection with your use of the Wagepoint App and the Services. As a part of your subscription to the Wagepoint App and the Services, you will select a user name and password. It is your responsibility to keep this information and other Account details required in connection with your use of the Wagepoint App and the Services (specifically employee information and banking details) confidential and up-to-date. Your subscription to the Wagepoint App and the Services constitutes your express consent for us to use any personal information which you provide us in such registration for the purposes set out in our Privacy Policy and for all uses ancillary thereto for which your consent may reasonably be implied.

If you are creating an Account on behalf of a business, you represent and warrant that you have been authorized, and have the necessary authority, to create the Account and that you have shared all user names, passwords and access credentials with other authorized representatives of the business and that you have provided us with the business contact information of at least one other person. In case you leave the business and Wagepoint is contacted by your business's principal contacts, we may be required to provide access to the Account. You agree to hold harmless and release Wagepoint from any liability if we do so.

If you register to use the payroll tools and services made available through the Wagepoint App as part of the Services, you hereby represent and warrant to us that you have obtained all consents necessary in your jurisdiction to provide us with the information required to provide such Services to you. In particular, this includes (but is not limited to) consent to access your employees' bank accounts to process direct deposits of payments, as well as to debit overpayments and payment errors. You expressly authorize Wagepoint to process such deposits and debits as required from time to time and you agree to defend, indemnify and hold harmless Wagepoint, its affiliates and subsidiaries, and their respective officers, directors, employees, contractors and agents (collectively, the "Wagepoint Parties") against any damages, losses or claims arising in respect of payroll processes and access to employee accounts (excepting fraud, wilful neglect, or manifest error by Wagepoint Parties).

You agree to notify us immediately of any unauthorized access to or use of the Account. You agree to hold harmless and release the Wagepoint Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or Account, either with or without your knowledge. You agree to defend, indemnify and hold harmless the Wagepoint Parties for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your Account, whether or not you were directly or personally responsible.

You are responsible for maintaining the confidentiality of usernames and passwords you use to access the Wagepoint App or the Services and all activity, including unauthorized use, performed using such usernames and passwords is your responsibility. You are solely responsible for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using the Wagepoint App or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You represent and warrant that you have obtained all required consents and comply with all applicable privacy legislation in connection with any use and disclosure of information relating to the use of the Wagepoint App and the Services.

Payroll Funds

You shall provide to the account designated by Wagepoint (the "Payroll Account") an amount equal to the payments in respect of wages to your employees, statutory remittances, and other third party payments as agreed to by you and Wagepoint (the "Payments") for a particular payroll and the fees (and applicable taxes thereon) due to Wagepoint for such payroll ("Payroll Funds"). Unless otherwise agreed to in writing, during any period in which you are utilizing pre-authorized payment services, Wagepoint will withdraw the Payroll Funds on the day which is 3 banking days prior to the pay date. During any period in which you are not utilizing preauthorized payment services you are responsible for transferring the Payroll Funds to the Payroll Account on or before 2:00 p.m. (Eastern Time) on the day which is 2 banking days prior to the pay date. Failure to ensure good and sufficient funds have been made available will result in your employees not being paid on time. You acknowledge and agree that Wagepoint shall bear no responsibility for any such delays.

You acknowledge that, if Payroll Funds are returned for insufficient funds, you may forfeit all future direct deposit or pre-authorized payment service privileges with Wagepoint. In the event that Wagepoint receives an insufficient funds notice from the bank related to your account, and Payments have already been delivered to your employees, you agree that Wagepoint has the right to offset any of your Payroll Funds already held by Wagepoint for other purposes (for example, for remittances and statutory deductions) against any unrecovered insufficient funds. Wagepoint reserves the right to seek all available remedies at law and in equity against you, and against your employees, in order to recover any such funds from your employees.

During any period in which you are utilizing pre-authorized payment services, you hereby agree to sign an authorization in favour of Wagepoint to debit your bank account for all amounts owing to Wagepoint for service fees and applicable taxes and you agree to maintain sufficient funds in your bank account within the deadline established by Wagepoint to satisfy the collection of Payroll Funds. Wagepoint will exercise all reasonable efforts to forward a statement of account to support any debit against your account in advance of any scheduled payroll disbursements.

You hereby consent to Wagepoint conducting credit investigations from time to time at Wagepoint's discretion, including such requests for and exchange of information to and from consumer reporting agencies or credit grantors as it may require to approve and maintain funding arrangements to be granted by Wagepoint in relation to the Services, and to provide payment history information to such agencies.

The principal amount of the Payroll Funds received from you in the Payroll Account will at all times be held in trust by Wagepoint or a third party trustee appointed by Wagepoint, and references to Wagepoint in these Terms include any such trustee. Wagepoint may commingle your Payroll Funds with the Payroll Funds of other clients of Wagepoint or other Wagepoint-administered funds of a similar type. Payments will be processed, as you direct, by way of direct deposits. Wagepoint shall not be obliged to release any payroll documents or to make or honour any Payments until it has received confirmation that your financial institution upon which the Payroll Funds have been drawn has irrevocably honoured such request for advance of funds. You agree to immediately notify Wagepoint of any deterioration in your financial condition that would likely jeopardize your ability to provide cleared Payroll Funds to Wagepoint.

You acknowledge that Wagepoint is entitled to invest Payroll Funds held in the Payroll Account in accordance with the investment guidelines established from time to time by Wagepoint, and that Wagepoint, in its own capacity and not as trustee, is entitled as income beneficiary to all income and gains derived or realized from such investments and is not accountable to you, your employees, or any other person for such income or gains. ALL AMOUNTS EARNED ON SUCH PAYROLL FUNDS WHILE HELD BY WAGEPOINT WILL BE FOR THE SOLE ACCOUNT OF WAGEPOINT. Wagepoint is entitled to pledge such investments for borrowings to facilitate the Payments, rather than converting the investments into cash. Wagepoint shall indemnify and save you harmless from and against any loss of any portion of the principal amount of the Payroll Funds (including any losses of principal resulting from the investment of the Payroll Funds) caused by Wagepoint, in its own capacity or as trustee, to the extent such Payroll Funds were actually and irrevocably received in the Payroll Account.

Updates to Software

Wagepoint may modify or improve its software (including the Wagepoint App) from time to time. As such, we may remotely update any version of our software with or without a prior notice to you. The updates may occur automatically or may be caused to occur through operation of prompts that appear on the user interface within the Wagepoint App. The updated version will be subject to the then-current Agreement and any other additional terms that may also be included in such Agreement with or without notice. Wagepoint may send emails to its users explaining the new features of the updated version of the software or may simply post such updates on the most appropriate portion of the Website.

Limitation of Liability; Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT THE TOTAL MAXIMUM AGGREGATE LIABILITY OF THE WAGEPOINT PARTIES TO YOU AND YOUR AFFILIATES AND OTHER RELATED PARTIES (COLLECTIVELY IN THIS SECTION REFERRED TO AS THE "AGGRIEVED PARTIES") FOR ALL PAST, PRESENT AND FUTURE CLAIMS, DEMANDS, CAUSES OF ACTIONS, DAMAGES, COSTS, EXPENSES OR LOSSES (COLLECTIVELY THE "CLAIMS") IN RELATION TO OR ARISING UNDER THIS AGREEMENT (WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY) WILL BE LIMITED TO THE AGGRIEVED PARTIES' ACTUAL DIRECT DAMAGES AND WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED, IN THE AGGREGATE, FOR ALL CLAIMS, THE TOTAL AMOUNT PAID BY YOU UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE LOSS. THIS REMEDY WILL BE THE AGGRIEVED PARTIES' SOLE AND EXCLUSIVE REMEDY. HOWEVER, THE ABOVE LIMIT WILL NOT APPLY TO CLAIMS RELATING TO: (A) DEATH OR PERSONAL INJURY RESULTING FROM THE WAGEPOINT PARTIES' NEGLIGENCE; (B) THE WAGEPOINT PARTIES' FRAUD.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE THE WAGEPOINT PARTIES FROM ANY AND ALL CLAIMS WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) THE USE OF THE WAGEPOINT APP AND THE SERVICES, INCLUDING THIRD PARTY SERVICES; (III) THE USE OF ANY SOFTWARE RELATED TO THE WAGEPOINT APP; (IV) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (V) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (VI) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA RELATING TO THE USE OF THE WAGEPOINT APP AND THE SERVICES; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.

FOR GREATER CERTAINTY, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE WAGEPOINT APP OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE WAGEPOINT APP AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.

EXCEPT IN THE MANNER PROVIDED FOR IN THESE TERMS, WAGEPOINT, ITS LICENSEES, AFFILIATES, AND THIRD PARTY SERVICE PROVIDERS, DISCLAIM, AND EXPRESSLY DO NOT PROVIDE ANY DIRECT OR INDIRECT, EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY; OR THAT THE WAGEPOINT APP, THE SERVICES, ANY THIRD PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY WILL: (I) BE FIT OR SUITABLE FOR ANY SPECIFIC PURPOSE OR INTENDED USE; (II) MEET YOUR REQUIREMENTS AND EXPECTATIONS; (III) BE UNINTERRUPTED, FLAWLESS, TIMELY, ACCURATE, RELIABLE, SECURE OR ERROR FREE; OR (IV) BE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE WAGEPOINT APP AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND YOU AGREE TO USE THE WAGEPOINT APP, THE SERVICES, ANY THIRD PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY RELATED TO THE WAGEPOINT APP AT YOUR OWN RISK. YOU AGREE TO DETERMINE THE SUITABILITY OF THE WAGEPOINT APP AND SERVICES FOR YOUR INTENDED USE AND AGREE TO VERIFY ALL RESULTS OBTAINED USING THE WAGEPOINT APP AND THE SERVICES.

Ownership and Disclosure of Information

You own all of your business's private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Services or the Wagepoint App. Notwithstanding the above, there may be circumstances in which we may be required to disclose your data, such as the following:

  1. for the purposes of fraud prevention and law enforcement;
  2. to comply with any legal, governmental or regulatory requirement;
  3. to our lawyers in connection with any legal proceedings; and
  4. to comply with a court order.

If we are required to disclose your data or information, we will use our best efforts to provide you with reasonable notice in the circumstances and if appropriate, the right to challenge any such request. Wagepoint's Privacy Policy sets out in greater detail how we strive to protect your privacy and limit disclosure of your personal information.

You will defend and indemnify the Wagepoint Parties against any claim, demand, suit or proceeding made or brought against any Wagepoint Parties by a third party alleging that (i) your business's private data, content and all information which you enter and use in connection with the Wagepoint App or the Services, or (ii) your use of the Wagepoint App or the Services other than as permitted in this Agreement, or the combination of the Wagepoint App or the Service with products or services not delivered by us, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Wagepoint"). You will indemnify the Wagepoint Parties for any damages, attorney fees and costs, or for any amounts paid by a Wagepoint Party under an approved settlement of, a claim against Wagepoint.

Copyrights, Trade-Marks and Intellectual Property

Wagepoint and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, webpage designs, webpage layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using the Wagepoint App. The technical procedures, processes, concepts and methods of operation that are inherent within the Wagepoint App constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data owned by you which is entered using the Wagepoint App by you or otherwise provided for accessing the Wagepoint App on your behalf shall at all material times remain your property You hereby grant to Wagepoint a worldwide, perpetual, royalty free, non-exclusive right and licence to use all content provided by you in connection with the Wagepoint App and the Services for uses related to the delivery of the Services.

Materials on and relating to the Wagepoint App, including the content and any software of the Wagepoint App are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your content and data, Wagepoint reserves all rights in and to such materials. You will not make, store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer, or copy the Services or any of the materials or software or any part of the Wagepoint App or any content therefrom without Wagepoint's express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to your Account.

You agree not to infringe our intellectual property or the intellectual property of any of our licensors or third parties with whom we have partnerships, and you will comply with the terms of any applicable license agreement which is provided to you by us.

Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screen shots) which you generate as a subscriber using the Services. Your use of screen shots is subject to the following:

  1. no screen shot may be used from any beta version of the Wagepoint App unless it has been commercially released to the public;
  2. the use is for illustrative purposes only;
  3. the use may not imply any endorsement or affiliation by or with Wagepoint;
  4. the screen shot does not contain any commentary which may appear to have been attributable to us;
  5. the screen shot does not contain any third party content; and
  6. the use does not infringe on any of these Terms.

Wagepoint has rights to several trade-marks which it uses in connection with the operation of the Wagepoint App. Wagepoint does not grant you any right or license to use the Wagepoint trade-marks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us.

Fees

You agree to pay the fees for the Services as described on our Website at Wagepoint.com. Fees for Services are due at the time Payroll Funds are required to be remitted in accordance with this Agreement. Additional Fees are due at the time of the first Payroll Funds remittance after the Additional Fee was incurred or fifteen (5) days from the date of invoice, whichever occurs first. Except as expressly provided otherwise: (i) your payment obligations are non-cancelable, (ii) Fees paid to us are non-refundable (except as otherwise stated in the Agreement).

We reserve the right to modify our fees at any time and you agree, unless otherwise notified in writing by us, to be bound by the current published version of the fees. We will take commercially reasonable efforts to notify you of any change in fees at least 30 days in advance of the effective date. Your continued use of the Services constitutes your agreement to those changes. If a fee increase or change to this Agreement is not acceptable, you may cancel the Services as provided herein prior to the time when it takes effect.

Interest will accrue on overdue Additional Fees calculated at a rate of 18% per annum.

Prohibited Use

You may access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.

You agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.

You shall not use any means to restrict or prevent another user from accessing the Wagepoint App.

You shall not submit or post or deliver to other persons any unlawful, unsolicited, unauthorized or annoying material through the use of the Services, or send any promotional materials, advertise, engage in phishing, spamming, sending out of chain letters or engage in any form of improper solicitation.

You may not upload material into the Wagepoint App that you ought to know infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our websites, systems and equipment. You may not use the Wagepoint App in a manner which could block access to, impair, damage or otherwise disable the Wagepoint App or any of our servers. You may not attempt to gain unauthorized access to the Wagepoint App or to any other user's accounts, computer systems or networks through password miming, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer.

You shall not lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to Wagepoint in a manner that is inconsistent with our intellectual property rights over the software.

You shall not promote any commercial interest, falsify or delete any information on the Wagepoint App, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize the Wagepoint App under false pretences.

Termination of Service

Wagepoint may terminate this Agreement and your use of the Wagepoint App at any time without notice for any reason, including if you breach any of these Terms. In addition, this Agreement will terminate in the following circumstances:

  1. If you follow the "Close Account" instructions found under the "Account Settings" link on the Website.
  2. You cease to process payroll for a period of 366 days, unless otherwise agreed to by Wagepoint in writing.
  3. In case of a company, upon an order or a resolution being passed for the purposes of winding up the company other than for the purposes of amalgamation, merger or reconstruction or upon a composition agreement being made with the creditors.

Upon such termination, you must immediately cease using the Wagepoint App indefinitely. We may at our option immediately block your access to the Wagepoint App. We may delete or erase any or all Customer Data for the Services at any time following thirty (30) days after termination of this Agreement, unless otherwise agreed in writing. You may request Customer Data extraction from us for the Services within thirty (30) days after termination of this Agreement. We may at our option charge a fee for Customer Data extraction, of which you will be clearly notified prior to providing the service.

Any terms reasonably understood to survive termination of this Agreement shall so survive, including the following sections of this Agreement unless agreed to in writing: Limitation of Liability; Disclaimer, Ownership and Disclosure of Information, Copyrights, Trade-Marks and Intellectual Property.

Legal Fees

You will pay, on written request, our reasonable legal fees and other out-of-pocket costs incurred by us to collect any Fees or other amounts due to us under this Agreement following your breach of payment obligations.

Professional Advice

You acknowledge that Wagepoint is not providing any legal, tax, accounting or benefits advice and that use of the Wagepoint App or the Services does not ensure compliance with any Laws. If you require legal, tax, accounting or benefits advice or assistance, you should obtain the services of a competent professional expert knowledgeable in the applicable area of expertise

Additional Documents

You will execute and deliver to Wagepoint limited powers of attorney and other documents, forms or instruments necessary for Wagepoint to render to you the Services.

Software Notice

In the event that you are required to download or use software in connection with the Services (third party apps including but not limited to Zendesk, Intercom, MailChimp, FreshBooks, Xero), you will not be able to download and access such software unless you first agree to the license agreement relating to such software. Use of any such software in connection with the Services is governed by these Terms and any such license agreement.

Services and the Internet

Data transmitted by Wagepoint in connection with the Wagepoint App or the Services through the internet is encrypted for your protection. However, the security of transmissions over the internet can never be guaranteed. Wagepoint is not responsible for your access to the Internet, for any interception or interruption of any communications through the Internet, or for changes to or losses of data through the Internet. Wagepoint may suspend your use of the Wagepoint App or the Services via the Internet immediately, without notice, pending an investigation, if any breach of security is suspected.

Third Party Links and Content

This Website and the Services contain links to other websites provided by third parties who offer products and services. Such sites are completely independent of Wagepoint and as we have no control over them, we accept no liability in respect of your use or inability to use them or any of the content of such sites. We likewise accept no liability in respect to any of the products, information, materials or services offered or provided by other organizations listed or linked to the Wagepoint App, nor do we endorse any of these sites or their products and services. Should you elect to enter into a binding contract with any such site, you agree to hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for any liability, claim, injury, loss or damage suffered as a result of you or anyone else offering to accept any products or service that are available from those sites.

Force Majeure

Neither party should be held liable for a delay or failure in performance of this Agreement caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.

Entire Agreement

This Agreement constitutes the entire agreement between you and Wagepoint with respect to the matters set out herein.

Waiver

No delay or indulgence by either party at any time to enforce any of the provisions of this Agreement will be construed as a waiver of such provision, nor will it prejudice or restrict the rights of that party. No waiver by either party of any condition, in whole or in part, shall operate as a waiver of any other condition.

Assignment

You may not assign your rights and obligations under this Agreement without the prior written consent of Wagepoint, not to be unreasonably withheld. Wagepoint may assign this Agreement or all or any part of its rights or obligations under this Agreement without your consent at any time.

Notices

Except for notices prescribed herein as effective on posting on the Website, all notices hereunder will be in writing and will be sent i) to you using the contact information provided by you to us through the Website or the Wagepoint App, and ii) to us using the contact information below. Each such communication will be effective upon receipt, provided that if the day of receipt is not a business day in the Province of Alberta, then the notice will be deemed received on the next business day.

You acknowledge that we may communicate with you electronically, including by email, SMS, instant messaging, on the Website, and other forms of electronic communication. You consent to receiving these electronic communications. You may at any time withdraw your consent to receiving these electronic messages by notifying us.

You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.

Governing Law and Dispute Resolution

Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Alberta, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in Alberta, Canada.

Subject to the arbitration provision, he parties hereto irrevocably submit to the exclusive jurisdiction and venue of the courts of the Province of Alberta, Canada. With the exception of a breach by you of any intellectual property rights of Wagepoint or any third party, any dispute arising out of or in connection with these Terms of Service shall be settled by binding arbitration in accordance with the National Arbitration Rules of the ADR Institute of Canada Inc. by one arbitrator designated in conformity with those Rules in the City of Calgary, Alberta. Notwithstanding the recourse to arbitration hereto, Wagepoint retain their rights to injunctive relief wherein the courts of the Province of Alberta shall have exclusive jurisdiction with respect to any matter related to these Terms of Service. Unless prohibited by applicable law, any claim or cause of action arising out of or related to your use of the Services or the Wagepoint App shall be filed within one (1) year after such claim or cause of action arose, or else such claim or cause of action shall be deemed to be barred forever.

Language

You and we expressly acknowledge and agree that this Agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only. Ilestconvenu que cette convention et tous les annexes, documents, licences et politiques s'y rattachant soient rédigés en anglais.

Contact Us

We would be happy to clarify the terms and agreements contained within this document. You may reach us at the information below:

Email: corporate@wagepoint.com

Phone: 1 (587) 390-1894

Thanks for checking us out!

Appendix A - Fees


Additional Fees

Wagepoint charges additional fees in the following situations:

Applicable ONLY for Canadian Payroll:


Applicable ONLY for US Payroll Services offered by Wagepoint through secure.wagepoint.com: