The Service Manual(s) (see under separate tab) and Product Terms, for the relevant service(s) you have selected on a Sales Order form, form part of the Contract between you and ADP.
The Product Terms are subject to change and will be notified to you. Unless otherwise agreed, the latest Product Terms will form part of the Contract, superseding prior Product Terms. The Product Terms relating to services that are not selected in a Sales Order do not for part of the Contract.
Click on the relevant Service for additional terms and conditions.
You acknowledge that you have read all Contract documents and agree to the terms therein prior to accepting the Services.
|If the Services include transaction messaging services for sending and receiving transaction documents for employee payrun details to the Australian Taxation Office (“ATO”) using the Government mandated Single Touch Payroll Standards (“STP Services”), these are provided on the following terms and conditions:|
|(a)||Client is responsible for the accuracy and completeness of the Client transaction documents for employee payrun details provided to or received from the ATO for STP Services;|
|(b)||The STP Services will be provided to the Client and any Client affiliate or entity of the Client Group included under the Contract;|
|(c)||Client will promptly, through an authorised representative, provide any acknowledgements or authorisation, including approval of transaction documents for employee payrun details, required for ADP to perform the STP Services;|
|(d)||Client will promptly cooperate with ADP in relation to activation and provision of STP Services by ADP, including any corrections, resubmissions or responding to queries in relation to the transaction documents for employee payrun details and will not duplicate the lodgement of transaction documents;|
|(e)||ADP will not be responsible for any errors in the transaction documents for employee payrun details or delay of the STP Services caused by the Client or a third party;|
|(f)||ADP may provide the STP Services in whole or in part directly or via a compliant third party subject to the STP Services being in accordance with Government mandated Single Touch Payroll Standards;|
|(g)||ADP will at its discretion activate the Client for STP Services at any time during the period from 1 July 2018 to 30 April 2019 (“ADP STP Deferral Period”), until which time the Client will be able to rely on ADP’s STP deferral reference number 81979207 to satisfy STP legislative compliance;|
|(h)||In the event the Client is not activated for STP Services during the ADP STP Deferral Period, including while in the implementation phase for payroll services, the Client will be solely responsible for its compliance with STP legislation, including applying for its own separate deferral from the ATO; and|
|(i)||Client may suspend the STP Services, including for any Client affiliate or entity of the Client Group, at any time on 30 days written notice.|
If the Services include Payforce Processing Services (Payforce PS) or Payforce Managed Services (Payforce MS):
|Unless otherwise agreed in writing the Services do not include any of the following, which will be charged in accordance with the rates in the Miscellaneous Charges:|
|(i)||More than two parallel runs on your current payroll system and on Payforce in order to compare the results of the two processes;|
|(ii)||The transferring of any payroll data or year to date data relating to your employees who have been terminated in any financial year preceding the financial year in which the first live pay run on Payforce takes place.|
|(iii)||The transferring of your payroll history to Payforce. In particular, year-end reports for preceding financial years, leave history (other than current leave balances as at the Go-Live Date) and pay rate history will not be transferred to Payforce.|
|(iv)||Changes to the project plan, or any services required as a result of any deviation from the project plan or the scheduled Go-Live Date, caused or contributed to by you. Such charges will be at our consulting rates in accordance with the Miscellaneous Charges.|
|(v)||Any services at Client sites. In addition to applicable fees, travel and accommodation costs may be payable for such services;|
|(vi)||Customised General Ledger interfacing between Payforce and your general ledger;|
|(vii)||Scoping or interpreting your applicable awards, workplace agreement or any other workplace arrangement (“your Legal Arrangements”). If agreed in writing we will supply Award Interpreter as part of the Services. We will determine whether Award Interpreter can be configured in accordance with how you interpret your Legal Arrangements. In the event that we are unable to successfully configure Award Interpreter in accordance with your interpretation of your Legal Arrangements we will notify you and we may elect to remove Award Interpreter services from the Services;|
|(viii)||Work on any service request outside Business Hours (being 8:30am to 5:30pm AEST on a Business Day, or, for services provided via our service centre, 7:00am to 8:00pm AEST);|
|(ix)||(Applies to Payforce MS only): More than one payroll process at the frequency/ies stated in the Sales Order. Extra payruns and out of cycle pay runs, including for example supplementary runs, re-runs at your request due to your error and any other runs which are outside the scope of the Services and Products agreed to be provided by us or above the transaction levels set out in the Manual, will be charged in accordance with the Miscellaneous Charges;|
|(x)||Changes in the scope of the Services (including but not limited to a change in the frequency of payruns or number of employees per payrun);|
|(xi)||Any non-standard reports; and|
|(xii)||(Applies to Payforce MS only): transaction volumes exceeding those outlined in the Manual.|
If the Services include EPS you acknowledge that you have been provided with, and confirm you have read and understood, the EPS Product Information Guide. We hold an Australian Financial Services Licence (no. 312078).
|1.1||The following definitions apply for the purposes of these additional terms and conditions:
Australian Affiliates means your affiliates in Australia listed in the Sales Order.
Business Day means a day on which our bank is open for business in Melbourne.
Contributions means moneys instructed by you as payable by you to each Recipient.
EPS means the Electronic Payment Services under which we receive nominated Contributions from your bank account and transfer the Contributions and certain related information to Recipients as described in the Electronic Payment Services Product Information Guide and relevant sections of this EPS service manual.
Fees means the Fees specified in the Sales Order, as varied in accordance with the Contract.
Recipient means a person, such as the Australian Taxation Office, a superannuation fund or other recipient, to whom you request us to transfer Contributions payable by you or your employees and who agrees to accept the transfer of the Contributions from us.
|2.||Electronic Payment Services|
|2.1||You acknowledge that EPS are only provided for payrolls processed for Australia. They are not available for payments to bank accounts in any other country.|
|2.2||All prospective EPS clients must pass ADP’s Know your Transaction (KYT) and Anti Money Laundering (AML) screening process prior to receiving EPS.|
|2.3||You acknowledge and agree that:|
|(a)||all Contributions are held in interest bearing bank account(s) on trust, together with monies relating to our other clients;|
|(b)||we may deposit Contributions from the bank account(s) referred to in (a) into permissible investments for accounts maintained for section 981B of the Corporations Act 2001(Cth) at our discretion, including interest bearing accounts and deposits;|
|(c)||we are entitled to all interest accrued and earnings (if any) from Contributions and monies held or invested in the account(s) referred to in (a) and (b) above;|
|(d)||ADP accepts no liability in respect of any fines or penalties imposed on the Client by the Recipient arising from any failure to pay the Contribution by the due date unless the Client can establish that the failure to pay was caused solely and directly by an act or omission of ADP which resulted in ADP failing to transfer the Contribution to the Recipient on or prior to the due date for payment; and|
|(e)||ADP is authorised to disclose to a Recipient any Client information (including personal information of employees) which it reasonably considers is necessary for a Recipient to record the transfer of a Contribution for the Client using the EPS Service. You acknowledge that you have obtained consent from your employees for us to collect, hold, use and disclose their personal information for this purpose.|
|2.4||We agree to transfer the Contributions to the Recipients after a minimum of two to five Business Days from the date on which the funds are received in our nominated bank account. When we transfer Contributions to a Recipient, we act as your agent in that capacity. You acknowledge that the Contributions will not be transferred to the Recipients by us if sufficient cleared funds are not received from you in our nominated bank account to cover the Contributions by the due date of transfer.|
|2.5||Payment options may be (a) direct debit, or (b) direct bank credit. The Sales Order specifies which of these options applies.|
|(a)||Direct Debit only : You agree that we may direct debit your nominated bank account from time to time, including post termination or expiry of the Contract, an amount which is equal to the Contributions and if we do so, we may credit our own bank account with that amount. You agree to complete and sign the Direct Debit Authority Form we provide you for this purpose, which authorises us to automatically debit your nominated bank account for Fees, Contributions and Miscellaneous Charges relating to the EPS.|
|(b)||Direct Bank Credit only : You must be pre-approved by us for payment by direct bank credit and have signed ADP’s Electronic Payment Services Direct Credit Processing terms. You agree to pay our nominated bank account from time to time by electronic funds transfer on or before the date nominated by us an amount which is equal to the Contributions.|
|2.6||You are liable for fees in respect of EPS provided to or for the benefit of your Australian Affiliates. The Fees are based upon requirements, specifications, volumes and quantities as described in the Sales Order and may be revised if your actual requirements or specifications vary materially. You will pay any pre-approved out of pocket expenses incurred by us in connection with this Contract.|
|2.7||You may notify us in writing from time to time that you no longer wish Contributions to be paid to a particular Recipient. You must so notify us not less than five Business Days prior to the date on which you wish to cease having Contributions payable to that Recipient paid to or debited by us from you. You acknowledge that Contributions which are paid to or debited by us prior to the cut-off date referred to in the preceding sentence will be transferred to the relevant Recipients.|
|2.8||If a Recipient informs us that it no longer wishes to accept transfers of Contributions we will notify you. That Recipient will no longer be a Recipient for the purposes of this Contract. You will ensure that such Recipient is not included in future payments.|
|2.9||If a Recipient does not agree to accept the Contributions in full or are returned to us for any reason, or we are unable to transfer the Contributions to the Recipient, you acknowledge that we will continue to hold such monies on trust per clause 2.3 above until they are requested to be returned to you or other arrangements in relation to the Contributions are agreed with you.|
|2.10||You must on request provide complete and accurate information as we require to provide the EPS. You will promptly notify us in writing of any alterations or amendments which you wish to make to your information. You will promptly review all disbursement records and other reports prepared by us for validity and accuracy.|
|2.11||If you have not paid the Fees and/or Miscellaneous Charges, or if ADP becomes entitled to suspend or terminate the Contract, we may at our absolute discretion suspend the provision of EPS.|
|2.12||Under no circumstances shall we be liable for any act, failure to act, negligence, bad faith by or insolvency of any financial institution or clearing house or any loss or damage which arises as a result of these matters.|
If the Services include EmpLive Services, they are provided to you on our behalf by WFS Australia Pty Limited ACN 101 225 387 (EmpLive). EmpLive equipment, if any, must be sourced under a separate agreement.
If the Services include EFT services, you will send your EFT File approval to us in accordance with the agreed processing schedule and no later than 12.00pm (Melbourne Time) on the day prior to the expected payment date. We will produce EFT Files for release to your bank on the day you nominate. You must advise us of the last processing date for the financial year. Under no circumstances shall we be liable for any act, failure to act, negligence, bad faith by or insolvency of any financial institution or clearing house or any loss or damage which arises as a result of these matters.
If the Services include Workforce Guardian then by signing the Sales Order you are entering into a Connection Agreement with us for the Workforce Guardian services on the terms and conditions set out in the Workforce Guardian section of the Service Manual. Those terms and conditions incorporate the terms and conditions of Workforce Guardian set out at workforceguardian.com.au/terms-and-conditions and you are entering into an agreement with Workforce Guardian Pty Ltd ABN 80 122 113 624 on those terms and conditions.
If the Services include Print & Distribution, you will send the relevant information in accordance with the processing schedule (agreed in writing) no later than 6pm Melbourne time the day before delivery is required to enable next day delivery to Australian metropolitan areas. We will provide the printed payment summaries available for collection by you to up to 10 Client delivery site(s). For the printing of payment summaries, we will advise you of the processing dates; you will send the information containing the print file for payment summaries to us in accordance with the processing schedule as advised by us; we will print the payment summaries and the appropriate related reports based on information you provide; you will be required to reconcile the information contained in these summaries and reports to ensure that it is accurate before we forward a copy to the ATO; and we will forward an electronic payment summary reconciliation to the ATO on your behalf. You agree to organise and pay the cost of delivery to your premises of payment summaries and other documents. If you request us to organise couriers for delivery of such reports or documentation to your premises, additional fees apply in accordance with the Miscellaneous Charges.