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Terms and Conditions

 

Services 

NetPay Online Payroll - Datacom's online payroll system for the calculation of payroll, deduction and leave payments.

Implementation - Consulting services to configure the NetPay application for the Company, to set up employee records, to import required employee data and user training.

Help desk - Telephone support to assist the company to correctly use the NetPay online payroll system to pay employees.

PAYE Intermediary Service - Deduction of payments from gross salary payable to the Inland Revenue Department ("IRD"), including PAYE deductions, child support deductions, student loan deductions, KiwiSaver deductions and KiwiSaver employer contributions, and automatic payment of these to IRD on time and submission of IRD 345 Employer Deductions form.

Banking -Debit of salaries from the Company's bank account and direct credit to each employee's bank account.

Software

1.1 The NetPay application (the "Software") is owned by Datacom.

1.2 Datacom grants the User a non-transferable and non-exclusive right to use the Software so long as the User remains current in payment of the Charges.

1.3 For the purposes of this agreement "use" of the Software means remote access to the Software by the User or its authorised personnel and the ability to input and process payroll data.

1.4 The Software is protected by copyright. The User may use the Software but may not copy the Software in any form whatsoever. All intellectual and industrial property rights in the Software are reserved.

 

PAYE Intermediary Service Terms

2.1 The Company authorises Datacom to deduct PAYE tax deductions, child support deductions, student loan deductions, KiwiSaver deductions and KiwiSaver employer contributions ("PAYE Deductions") and other agreed disbursements applicable to those of the Company's employees paid through the Datacom payroll processing service on the following basis:

2.1.1 Once the Company's payroll has been processed by Datacom and the deadline for the Company to notify Datacom of any changes to be made to any employee's pay has passed, electronic files will be automatically created and sent through to the banking interchange to direct credit net payroll funds into employees' bank accounts on payday and at that time to direct credit the applicable PAYE Deductions deducted from those employees pay into a Datacom managed Trust Account. A debit equal to the combined value of both direct credit amounts will be put through against the Company's nominated bank account at the same time.

2.1.2 Subject to the paragraph 2.1.3, Datacom will pay the PAYE Deductions to the IRD by no later than the due date for payment. In the event that the PAYE deductions which have been credited to the Trust Account on payday are not paid to the IRD on time, Datacom will meet the cost of any applicable late payment penalties levied against the Company by the IRD but shall not be liable for any other penalty, cost or damage.

2.1.3 In the event that the Company fails to allow or delays the processing of a payroll or in the event that any PAYE Deductions made to the Trust Account are subsequently dishonoured by the Company's bank resulting in PAYE Deductions not being credited to the Trust Account then Datacom will not be liable to make any payment to the IRD and shall not be liable for any non-payment or resultant late payment penalties or for any other loss whatsoever.

2.1.4 Provided that the Trust Account has been credited with the PAYE deductions, Datacom will complete and forward a copy of an IRD 345 Employer Deductions form to the IRD on the Company's behalf by no later than the due date for payment of PAYE deductions to the IRD.

2.1.5 Where agreed between the Company and Datacom, other disbursements for items such as Union Fees, Health Insurance premiums, Datacom payroll processing fees and the like will also be direct credited into the Datacom managed Trust Account and debited against the Company's nominated bank account as detailed in paragraph 2.1.1. In this case Datacom will assume responsibility for disbursing these funds to the appropriate third parties by no later than the due date for payment.

2.1.6 Datacom will exercise due care in ensuring that all funds held in trust on the Company's behalf are properly accounted for and shall conduct periodic audits to verify the correct and proper administration of the Trust Account.

2.1.7 Once direct credited to the Trust Account the Company shall not be entitled to give any instructions to Datacom in respect of the PAYE deductions which are contrary to this Agreement or which would prevent Datacom from paying the PAYE deductions to the IRD on the due date.

2.1.8 All interest earned on the PAYE deductions while held by Datacom in the Trust Account shall belong to Datacom.

2.1.9 Datacom shall not be responsible for any aspect of the Company's PAYE Deductions or PAYE payments for any period prior to the commencement month of this Agreement nor for any period after termination of this Agreement.

2.1.10 Nothing in this Agreement shall infer that Datacom is acting as the agent of the Company. Nothing in this Authority shall create any obligation on Datacom's part to any employee of the Company or make Datacom liable for any of the Company's obligations to the IRD (except in terms of the payment and filing obligation set out in this Agreement).

2.2 The Company shall still retain sole responsibility and liability for dealing directly with the IRD and complying with its obligation to the IRD in respect of any matters not specifically Datacom's responsibility under this Authority.

Banking

3.1 The User acknowledges any users of the Software set up with permission to submit wages and salary files for banking are authorized to undertake these actions.

3.2 The User acknowledges that it is their responsibility to ensure that there are sufficient funds in their account to cover the gross amount to be deducted for the payment of wages or salaries. The User acknowledges that if there are insufficient funds in the nominated account to cover the gross amount of the debit then there is the possibility the deduction will be dishonoured by their bank. The User acknowledges by signing this form that they agree to, on demand by their bank to hold them harmless against loss (including loss of profit), expenses and from liability sustained or incurred as a result of there not being sufficient funds in the User's account to cover the gross amount to be deducted.

Charges

4.1 The implementation fee as stated in the Charges is payable in full at the completion of the implementation.

4.2 The Users use of the Software is conditional upon payment of the base monthly charge and any additional monthly charges (calculated on the basis of the number of employees being paid using the Software) in the amounts set out in the Charges.

4.3 All documentation required by Datacom's bank to allow direct debits of charges to the user's nominated account must be returned to Datacom prior to the utilising the Software.

4.4 Datacom shall be entitled to increase the monthly charges on giving two

(2) months notice of such increase.

4.5 All prices quoted are exclusive of GST.

4.6 Bank charges will apply where employees' salaries or wages are to be direct credited to bank accounts.

Payment

5.1 Payment of the implementation fee can be made by cheque or direct credit.

5.2 The User shall execute, deliver and maintain all authorities necessary for Datacom to direct debit the Users bank account with the charges referred to in clause 4.2 at the conclusion of each month for that month.

5.3 The User authorises Datacom to notify the User by mail or email of the amount and time that the charge referred to in clause 4.2 will be direct debited from the User's nominated bank account.

5.4 The client shall have no right to setoff or deduct payment of any money due under this agreement against any other claim or matter, whether related or not.

Termination

6.1. If any payment the User owes to Datacom is overdue for a period of thirty (30) days, or if the User breaches any other provision of this agreement, or the User commits an act of bankruptcy or, where the User is a company, if a receiver is appointed or the User does anything which would render it liable to be liquidated, Datacom may terminate the User's ability to use the Software without notice.

6.2. Use of the Software may also be terminated by Datacom giving the User not less than two (2) months prior notice.

6.3. Termination of this agreement shall not affect the obligation of the Client to pay all Charges which became payable under this agreement before such termination and shall not affect any right at law or equity relating to any obligation under this agreement and which accrued to either party before such termination.

Datacom's Responsibilities

7.1. Datacom will use its best endeavours to:

7.1.1 allow the User access to the Software, 24 hours a day, seven days a week with minimum disruption;

7.1.2 provide appropriate backup services in respect of the data stored by the User with Datacom;

7.1.3 properly maintain the environment in which the Software is housed.

7.2. Datacom shall treat as confidential, information relating to the client and its business which comes into Datacom's possession in the performance of this agreement. Neither party shall disclose the other's confidential information to a third party. The operation of this clause shall survive the termination of this Agreement (except as may be necessary to meet its responsibilities under this Agreement).

7.3. Datacom will use its best endeavours to provide the Department of Inland Revenue with such information in respect of each of the Users employees as is required by statute to be delivered to the department in relation to PAYE, on the required dates.

7.4. Datacom will use its best endeavours to electronically transmit to the User payslips in relation to each employee whose pay is processed using the Software, together with other reports prepared by Datacom in respect of each pay run.

User and User's Responsibilities

8.1. Datacom will provide the Company with a login and password to a person authorised by the Company (the "User").

8.2. The User will be responsible for choosing a secure password and keeping it safe.

8.3. Datacom's site and Software may not be used by the User in any way which violates New Zealand law.

8.4. The User may not attempt to bypass any security mechanisms in place on Datacom's system, or use any of Datacom's systems or services to attempt to bypass any security mechanisms in place on any remote system. This includes, but is not limited to, running any password cracking software, or attempting to access a system which the User or any user authorised by the User knows or reasonably should know it is not authorised to access in the manner or to the extent attempted.

Consumer Guarantees Act

9.1. Where the User is using the Software for business purposes within the meaning of the Consumer Guarantees Act 1993, the provisions of that Act will not apply to this agreement pursuant to Section 43.

Information and Privacy Act

10.1. For the purpose of facilitating the efficient running of Datacom's business and for the provision of Datacom's services under this agreement the User authorises Datacom or its authorised agents:

10.1.1 to collect all information it may require from any third parties and authorises those third parties to release that information to Datacom; and

10.2.1 to hold all information given by the User or any third parties to Datacom; and

10.3.1 to use that information, including giving information to any other person to facilitate collection of debts from the User.

Force Majeure

11.1 Datacom shall not be liable to the User for any breach or any non-performance, inadequate performance or delay in performance where this is attributable to some matter or occurrence which is not the fault of Datacom or which is beyond Datacom's reasonable control.

Disclaimer and Limitation

12.1 The software is supplied on an "as is" basis. All warranties, either expressed or implied, are excluded including any warranty of originality, merchantability and fitness for purpose.

12.2 Datacom does not warrant that the Software meets the Company's needs or that it will function as anticipated by the Company. The Company is responsible for determining that the software's functionality is appropriate for their purposes. Datacom will assist the Company in this determination by providing both information and trial access to the Software.

12.3 Datacom does not warrant that the Software will be error free. Where errors are identified, Datacom commits to applying its best efforts to correcting such errors.

12.4 In no event will liability be accepted for damages arising out of the use of or inability to use the Software (including loss of profits, data, and business interruption), or the inability to access or utilise any data stored by Datacom in relation to the use of the software even if Datacom has been advised of the possibility of such damage.

12.5 Notwithstanding any other provision of this Agreement, the aggregate liability of one Party to the other Party arising from all claims in connection with this Agreement, (including negligence), breaches of statutory duty or other action or contravention of any statute shall not exceed the total Price paid by the Company in the 12 months immediately preceding the first event giving rise to liability.

12.6 The Company acknowledges and agrees that Datacom is not authorised to, and does not, provide legal advice in connection with the Services. In entering into this agreement the Company has not relied, and in receiving the Services does not rely, on any information, statements or representations provided or made by Datacom and relies solely on its own legal advice and enquiries. The Company further acknowledges that Datacom disclaims all liability, to the extent permitted by law, arising in connection with a breach by the Company of any applicable employment legislation.

The Company Warranty

13.1 The Company warrants to Datacom that the Company complies with all applicable employment legislation, including (without limitation) all applicable employment standards and minimum entitlement provisions, and that the Company has not received notice of any breach of the same from any competent authority.