Payroll Service Agreement
1. Parties: This Service Agreement (“Agreement”) is entered into by and between Swift Financial Group LLC, doing business as SwiftChecks or SwiftChecks Payroll Services (“SwiftChecks”), and the client (“Client”).
2. Scope of Services: SwiftChecks will provide ongoing payroll processing and related support services as described herein. Services may include payroll processing (either by Client or by SwiftChecks on Client’s behalf), employee and contractor setup in the online payroll system, and payroll tax filing and payment facilitation through third-party processors.
SwiftChecks may, at Client’s request, process payroll using information supplied by Client. SwiftChecks will act solely as Client’s agent for payroll tax filing and payment purposes, relying entirely on the accuracy, completeness, and timeliness of information provided by Client. SwiftChecks’ agency is administrative only and does not create any fiduciary obligation. Client retains ultimate responsibility for compliance with all federal, state, and local laws. Client acknowledges that SwiftChecks does not hold, control, or commingle Client payroll funds except as expressly authorized for collection of service fees.
SwiftChecks and its representatives may provide general information or explanations about payroll, tax, or employment-related requirements. Such information is for general educational purposes only and does not constitute legal, human resources, accounting, immigration, or benefits advice. Client is responsible for obtaining professional advice from qualified counsel, accountants, or HR experts as appropriate.
SwiftChecks provides payroll administration services utilizing third-party payroll processing and payment systems selected at its discretion. SwiftChecks does not directly originate ACH transactions or tax payments except through authorized third-party processors acting as Client’s agent. SwiftChecks does not guarantee acceptance of any filing or payment by any governmental agency.
3. Client Responsibilities: Client is solely responsible for the accuracy, completeness, and timeliness of all information provided to SwiftChecks. This includes, without limitation:
Client is responsible for safeguarding all login credentials to the payroll system and should periodically change passwords to mitigate unauthorized access.
4. Employment Eligibility and Identification Numbers: Client must provide valid SSNs for all employees. Certain state and federal forms cannot be filed electronically without a valid SSN.
SwiftChecks does not verify employment authorization or the validity of SSNs, ITINs, or other identification numbers submitted by Client.
It is solely Client’s responsibility to ensure that all employees are legally authorized to work in the United States and that all employment eligibility documentation (e.g., Form I-9) is properly completed and retained. If any employee lacks a valid SSN or work authorization, SwiftChecks may be unable to electronically file payroll tax forms or make payments on Client’s behalf. In such cases, Client remains fully responsible for timely and accurate filings and payments and agrees to hold SwiftChecks harmless for any resulting penalties or compliance issues.
SwiftChecks has no obligation to audit, verify, or independently investigate employment eligibility documentation.
5. Third-Party Processors: SwiftChecks reserves the right to engage one or more third-party service providers to process direct deposits, electronic tax payments, and electronic filings on Client’s behalf. SwiftChecks selects such processors based on a number of factors including cost, reliability, technology, reputation, and compatibility with client needs, but makes no warranties, express or implied, regarding the services provided by third-party processors. Third-party processors are independent contractors and are not agents, employees, partners, or representatives of SwiftChecks.
Client may authorize SwiftChecks’ processor to act as Client’s agent for the purpose of initiating electronic transactions. Authorization is granted through the processor’s own Electronic Funds Transfer application paperwork, which must be signed by an authorized principal of Client’s organization. By signing, Client authorizes the processor to initiate payroll, contractor, and payroll tax transactions on Client’s behalf. Payment transactions typically occur through the Automated Clearing House (“ACH”) Network and are governed by applicable ACH rules and U.S. law. Client warrants that all entries are authorized, accurate, and lawful.
SwiftChecks shall not be liable for any act, error, omission, delay, system failure, data breach, or operational malfunction of any third-party processor, financial institution, ACH operator, tax agency, or other service provider. Client acknowledges that such third parties operate independently of SwiftChecks and that SwiftChecks does not control their systems or operations. Client’s sole recourse for any such third-party error shall be against the applicable third-party provider to the extent permitted by law.
6. Online Payroll System: Payroll and payroll tax services are delivered through a third-party processor that develops, owns, and operates the online payroll system.The third-party processor provides certain tax calculation accuracy warranties directly to Client under its applicable service agreements. Any such warranties, including eligibility requirements and exclusions, are governed solely by the processor’s terms. SwiftChecks does not independently warrant tax calculations or assume liability for penalties or interest.
Please refer to the processor’s Terms of Use and Application for Electronic Funds Transfer for additional details.
SwiftChecks does not own, operate, or control the underlying payroll processing platform. All payroll processing, tax calculation, electronic filing, ACH transmission, data storage, system functionality, and third-party integrations are performed and managed by the third-party processor. SwiftChecks’ role is limited to facilitating access to the system and providing client support.
Client acknowledges that payroll reports, tax filings, and related records are made available through the online payroll system for Client’s access and download. Client is solely responsible for downloading, saving, and retaining copies of all payroll reports, tax filings, confirmations, and related documents for its records and compliance obligations.
SwiftChecks does not serve as a document custodian and does not guarantee the availability of historical data for any specific period of time. Availability of records is subject to the policies, retention schedules, and system limitations of the third-party processor. SwiftChecks shall not be responsible for the loss, deletion, corruption, or unavailability of payroll data or tax filings once such documents have been made available to Client through the system. Upon termination of services, Client is responsible for downloading all desired historical records prior to loss of system access.
SwiftChecks does not guarantee uninterrupted, timely, secure, or error-free access to the online payroll system.
7. ACH Debit Payment Authorization: Client authorizes SwiftChecks and its ACH processor to debit Client’s designated U.S. bank account for SwiftChecks’ service fees and, if necessary, to correct erroneous transactions. Client represents and warrants that it has authority over the designated account and that all transactions will comply with applicable law. Returned or rejected payments due to insufficient funds will be reversed and subject to additional penalty fees. This authorization remains in effect until Client provides written notice of cancellation sufficient to allow SwiftChecks and its processor reasonable time to act. SwiftChecks reserves the right to change the fee structure at its discretion.
8. ACH Authorization and Processing: Client acknowledges and agrees that all ACH transactions, direct deposits, tax payments, reversals, and related electronic funds transfers are initiated and processed by an independent third-party payment processor selected by SwiftChecks (the “Processor”).
Client’s ACH authorization is granted directly to the Processor pursuant to a separate authorization agreement or enrollment process between Client and the Processor and/or Client’s financial institution.
SwiftChecks does not originate ACH entries, is not the ACH Originator, and does not directly transmit entries through the ACH network. SwiftChecks’ role is limited to administrative preparation and submission of payroll data to the Processor for execution. Client understands and agrees that the Processor acts as the originating party for purposes of ACH rules and that all ACH transactions are subject to the NACHA Operating Rules and the Processor’s terms and conditions.
SwiftChecks shall not be responsible for:
Client acknowledges that ACH reversals are subject to strict NACHA time limitations and banking rules, and SwiftChecks makes no representation that any reversal request will be successful.
9. Risk Allocation: Client acknowledges that electronic payment systems, including ACH transactions, involve inherent risks of delay, duplication, transmission error, or system malfunction. Client agrees that SwiftChecks shall not be responsible for losses arising from such inherent electronic transmission risks, provided SwiftChecks did not engage in willful misconduct or fraud.
Client assumes all risk associated with the timing, settlement, and finality of electronic funds transfers once submitted to the Processor.
10. Indemnification: Client agrees to indemnify, defend, and hold harmless SwiftChecks, its members, employees, affiliates, and agents from and against all claims, liabilities, damages, penalties, and expenses (including reasonable attorney’s fees) arising out of or related to:
SwiftChecks shall not be liable for any payroll funds, tax payments, or other monies processed through third-party processors except to the extent such funds were actually received and retained by SwiftChecks. No member, manager, officer, employee, or agent of SwiftChecks shall have any personal liability under this Agreement.
The foregoing limitation of liability applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and shall apply to all claims in the aggregate. Any claim arising under this Agreement must be brought within one (1) year of the event giving rise to the claim, or it is permanently barred.
11. Services Not Provided: SwiftChecks does not provide:
12. Termination: Either party may terminate this Agreement at any time upon fifteen (15) days’ written notice to the other party. Upon termination, Client shall remain responsible for all fees and obligations incurred prior to the effective termination date.
SwiftChecks may immediately suspend or terminate services if Client fails to maintain sufficient funds, breaches this Agreement, or presents material financial risk.
13. Miscellaneous:
1. Parties: This Service Agreement (“Agreement”) is entered into by and between Swift Financial Group LLC, doing business as SwiftChecks or SwiftChecks Payroll Services (“SwiftChecks”), and the client (“Client”).
2. Scope of Services: SwiftChecks will provide ongoing payroll processing and related support services as described herein. Services may include payroll processing (either by Client or by SwiftChecks on Client’s behalf), employee and contractor setup in the online payroll system, and payroll tax filing and payment facilitation through third-party processors.
SwiftChecks may, at Client’s request, process payroll using information supplied by Client. SwiftChecks will act solely as Client’s agent for payroll tax filing and payment purposes, relying entirely on the accuracy, completeness, and timeliness of information provided by Client. SwiftChecks’ agency is administrative only and does not create any fiduciary obligation. Client retains ultimate responsibility for compliance with all federal, state, and local laws. Client acknowledges that SwiftChecks does not hold, control, or commingle Client payroll funds except as expressly authorized for collection of service fees.
SwiftChecks and its representatives may provide general information or explanations about payroll, tax, or employment-related requirements. Such information is for general educational purposes only and does not constitute legal, human resources, accounting, immigration, or benefits advice. Client is responsible for obtaining professional advice from qualified counsel, accountants, or HR experts as appropriate.
SwiftChecks provides payroll administration services utilizing third-party payroll processing and payment systems selected at its discretion. SwiftChecks does not directly originate ACH transactions or tax payments except through authorized third-party processors acting as Client’s agent. SwiftChecks does not guarantee acceptance of any filing or payment by any governmental agency.
3. Client Responsibilities: Client is solely responsible for the accuracy, completeness, and timeliness of all information provided to SwiftChecks. This includes, without limitation:
- Hours worked, pay rates, classifications, and deductions
- Employee and contractor data, including addresses and bank information
- Federal and state identification numbers, unemployment tax rates, and tax payment deposit and filing frequencies
- Valid Social Security Numbers (SSNs) and verification of employment eligibility
Client is responsible for safeguarding all login credentials to the payroll system and should periodically change passwords to mitigate unauthorized access.
4. Employment Eligibility and Identification Numbers: Client must provide valid SSNs for all employees. Certain state and federal forms cannot be filed electronically without a valid SSN.
SwiftChecks does not verify employment authorization or the validity of SSNs, ITINs, or other identification numbers submitted by Client.
It is solely Client’s responsibility to ensure that all employees are legally authorized to work in the United States and that all employment eligibility documentation (e.g., Form I-9) is properly completed and retained. If any employee lacks a valid SSN or work authorization, SwiftChecks may be unable to electronically file payroll tax forms or make payments on Client’s behalf. In such cases, Client remains fully responsible for timely and accurate filings and payments and agrees to hold SwiftChecks harmless for any resulting penalties or compliance issues.
SwiftChecks has no obligation to audit, verify, or independently investigate employment eligibility documentation.
5. Third-Party Processors: SwiftChecks reserves the right to engage one or more third-party service providers to process direct deposits, electronic tax payments, and electronic filings on Client’s behalf. SwiftChecks selects such processors based on a number of factors including cost, reliability, technology, reputation, and compatibility with client needs, but makes no warranties, express or implied, regarding the services provided by third-party processors. Third-party processors are independent contractors and are not agents, employees, partners, or representatives of SwiftChecks.
Client may authorize SwiftChecks’ processor to act as Client’s agent for the purpose of initiating electronic transactions. Authorization is granted through the processor’s own Electronic Funds Transfer application paperwork, which must be signed by an authorized principal of Client’s organization. By signing, Client authorizes the processor to initiate payroll, contractor, and payroll tax transactions on Client’s behalf. Payment transactions typically occur through the Automated Clearing House (“ACH”) Network and are governed by applicable ACH rules and U.S. law. Client warrants that all entries are authorized, accurate, and lawful.
SwiftChecks shall not be liable for any act, error, omission, delay, system failure, data breach, or operational malfunction of any third-party processor, financial institution, ACH operator, tax agency, or other service provider. Client acknowledges that such third parties operate independently of SwiftChecks and that SwiftChecks does not control their systems or operations. Client’s sole recourse for any such third-party error shall be against the applicable third-party provider to the extent permitted by law.
6. Online Payroll System: Payroll and payroll tax services are delivered through a third-party processor that develops, owns, and operates the online payroll system.The third-party processor provides certain tax calculation accuracy warranties directly to Client under its applicable service agreements. Any such warranties, including eligibility requirements and exclusions, are governed solely by the processor’s terms. SwiftChecks does not independently warrant tax calculations or assume liability for penalties or interest.
Please refer to the processor’s Terms of Use and Application for Electronic Funds Transfer for additional details.
SwiftChecks does not own, operate, or control the underlying payroll processing platform. All payroll processing, tax calculation, electronic filing, ACH transmission, data storage, system functionality, and third-party integrations are performed and managed by the third-party processor. SwiftChecks’ role is limited to facilitating access to the system and providing client support.
Client acknowledges that payroll reports, tax filings, and related records are made available through the online payroll system for Client’s access and download. Client is solely responsible for downloading, saving, and retaining copies of all payroll reports, tax filings, confirmations, and related documents for its records and compliance obligations.
SwiftChecks does not serve as a document custodian and does not guarantee the availability of historical data for any specific period of time. Availability of records is subject to the policies, retention schedules, and system limitations of the third-party processor. SwiftChecks shall not be responsible for the loss, deletion, corruption, or unavailability of payroll data or tax filings once such documents have been made available to Client through the system. Upon termination of services, Client is responsible for downloading all desired historical records prior to loss of system access.
SwiftChecks does not guarantee uninterrupted, timely, secure, or error-free access to the online payroll system.
7. ACH Debit Payment Authorization: Client authorizes SwiftChecks and its ACH processor to debit Client’s designated U.S. bank account for SwiftChecks’ service fees and, if necessary, to correct erroneous transactions. Client represents and warrants that it has authority over the designated account and that all transactions will comply with applicable law. Returned or rejected payments due to insufficient funds will be reversed and subject to additional penalty fees. This authorization remains in effect until Client provides written notice of cancellation sufficient to allow SwiftChecks and its processor reasonable time to act. SwiftChecks reserves the right to change the fee structure at its discretion.
8. ACH Authorization and Processing: Client acknowledges and agrees that all ACH transactions, direct deposits, tax payments, reversals, and related electronic funds transfers are initiated and processed by an independent third-party payment processor selected by SwiftChecks (the “Processor”).
Client’s ACH authorization is granted directly to the Processor pursuant to a separate authorization agreement or enrollment process between Client and the Processor and/or Client’s financial institution.
SwiftChecks does not originate ACH entries, is not the ACH Originator, and does not directly transmit entries through the ACH network. SwiftChecks’ role is limited to administrative preparation and submission of payroll data to the Processor for execution. Client understands and agrees that the Processor acts as the originating party for purposes of ACH rules and that all ACH transactions are subject to the NACHA Operating Rules and the Processor’s terms and conditions.
SwiftChecks shall not be responsible for:
- ACH processing errors,
- duplicate entries,
- reversals,
- settlement delays,
- banking cut-off issues,
- transmission failures,
- or other operational matters occurring within the Processor’s systems or the banking network.
Client acknowledges that ACH reversals are subject to strict NACHA time limitations and banking rules, and SwiftChecks makes no representation that any reversal request will be successful.
9. Risk Allocation: Client acknowledges that electronic payment systems, including ACH transactions, involve inherent risks of delay, duplication, transmission error, or system malfunction. Client agrees that SwiftChecks shall not be responsible for losses arising from such inherent electronic transmission risks, provided SwiftChecks did not engage in willful misconduct or fraud.
Client assumes all risk associated with the timing, settlement, and finality of electronic funds transfers once submitted to the Processor.
10. Indemnification: Client agrees to indemnify, defend, and hold harmless SwiftChecks, its members, employees, affiliates, and agents from and against all claims, liabilities, damages, penalties, and expenses (including reasonable attorney’s fees) arising out of or related to:
- Any error, omission, or inaccuracy in data provided by Client;
- Client’s failure to maintain sufficient funds;
- Client’s failure to comply with applicable tax, labor, or employment laws; or
- Client’s breach of this Agreement.
SwiftChecks shall not be liable for any payroll funds, tax payments, or other monies processed through third-party processors except to the extent such funds were actually received and retained by SwiftChecks. No member, manager, officer, employee, or agent of SwiftChecks shall have any personal liability under this Agreement.
The foregoing limitation of liability applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and shall apply to all claims in the aggregate. Any claim arising under this Agreement must be brought within one (1) year of the event giving rise to the claim, or it is permanently barred.
11. Services Not Provided: SwiftChecks does not provide:
- Legal, accounting, tax, or human resources consulting services;
- Employee benefits administration or professional employer organization (PEO) services; or
- Auditing or fraud detection services.
12. Termination: Either party may terminate this Agreement at any time upon fifteen (15) days’ written notice to the other party. Upon termination, Client shall remain responsible for all fees and obligations incurred prior to the effective termination date.
SwiftChecks may immediately suspend or terminate services if Client fails to maintain sufficient funds, breaches this Agreement, or presents material financial risk.
13. Miscellaneous:
- Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or communications regarding the subject matter.
- Amendments: SwiftChecks may update or modify this Agreement from time to time upon written notice to Client. Such modifications will become effective thirty (30) days after notice is provided. Continued use of the Services after the effective date constitutes acceptance of the updated Agreement. If Client does not agree to the modified terms, Client’s sole remedy is to terminate the Agreement prior to the effective date of the modification.
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-law principles. Venue for any dispute shall lie exclusively in state or federal courts located in Palm Beach County, Florida.
- Jury Trial Waiver: The parties waive the right to trial by jury in any action arising under this Agreement.
- Severability: If any provision is held invalid, the remaining provisions shall continue in full force and effect.
- Notices: Notices must be in writing and delivered via email or postal mail to the addresses on file for each party.
- Attorney’s Fees: The prevailing party in any action arising from this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.
- Force Majeure: SwiftChecks shall not be liable for delays or failure in performance due to events beyond its reasonable control, including banking system outages, government shutdowns, cyberattacks, or acts of God.
- Assignment Restriction: Client may not assign this Agreement without SwiftChecks’ prior written consent.
- Independent Contractor: SwiftChecks is an independent contractor and not a fiduciary, trustee, insurer, guarantor, joint employer, co-employer, or partner of Client.
