Terms of Service

1. Who we are and what these terms cover

These Terms of Service ("Terms") are an agreement between [LEGAL ENTITY NAME], doing business as PayrollGrove, with its principal office at [ADDRESS] ("PayrollGrove", "we", "us"), and the company or organization that creates a PayrollGrove account ("Customer", "you"). They govern your use of the PayrollGrove web application at app.payrollgrove.com, its partner console, and related services (together, the "Service").

The person who accepts these Terms confirms that they are authorized to bind the Customer. If you use the Service on behalf of clients (for example, as an accountant or managed service provider), you accept these Terms for your firm, and each client company that uses the Service is also a Customer bound by these Terms.

The following documents are part of these Terms: the Data Processing Addendum, the Acceptable Use Policy, the Payroll Disclaimer, the E-Sign Consent, and the E-Delivery Consent. If they conflict, the DPA controls for personal data processing, and these Terms control for everything else.

2. PayrollGrove is self-service software

PayrollGrove is payroll software, not a payroll service provider. The Service calculates payroll, records it, and generates documents and files. It does not move money and it does not file anything with any government agency. The Payroll Disclaimer explains this boundary in detail, and you agree to it.

In particular:

• You are the filer and depositor of record. You are responsible for depositing federal, state, and local payroll taxes, filing every return and information return, furnishing forms to workers, registering with tax agencies, and responding to agency notices. Actions in the Service labelled "Mark as filed" or "Mark as paid" only record what you did; they do not file or pay anything.
• You are the ACH Originator. When you download a NACHA file from the Service and upload it to your bank, you are the Originator of every entry in that file under the Nacha Operating Rules and your agreement with your bank. You are responsible for funding those entries, for your bank's cutoff times, and for any returns, reversals, or errors.
• You pay your workers. Whether you pay by ACH file, bank-portal transfer, or check, paying employees and contractors on time and in the correct amount is your responsibility.
• We do not represent you. We do not act as your reporting agent, do not sign returns for you, and do not represent you before the IRS, the SSA, or any state or local agency.
• We are not a bank, not a PEO, and not a tax advisor. Nothing in the Service is legal, tax, or accounting advice.

3. Your duty to review every payroll

The Service uses tax tables, rules, and the data you and your workers enter. Tax laws change, data can be wrong, and software can contain errors. You therefore agree to:

• review every payroll run before you approve it, including each worker's gross pay, deductions, taxes, and net pay, and the totals and due dates shown;
• confirm the attestation shown at approval, which states that you reviewed the payroll and will fund net pay and deposit taxes by the due dates shown;
• review every generated form and file before you file, furnish, or upload it; and
• keep your company data current, including tax account numbers, deposit schedules, unemployment insurance rates, work locations, and worker tax elections.

No warranty of calculation accuracy. We work to make calculations correct, including verified tax tables and pre-run checks, but we do not warrant that any calculation, form, file, due date, or reminder is accurate, complete, or suitable for your situation. You remain responsible for the amounts you pay, withhold, deposit, and report.

No tax penalty guarantee. PayrollGrove does not pay, reimburse, or guarantee against any tax, penalty, interest, or fee assessed against you or any person, including penalties for late deposits (IRC §6656) or the trust fund recovery penalty (IRC §6672), whatever the cause.

Rates you enter. Some local taxes are not built into the Service. If you enter a local tax rate yourself (a "company-entered rate"), you are solely responsible for its accuracy and for keeping it current; we do not verify it.

4. Accounts, users, and security

You are responsible for your account and for everything done under it, including by users you invite, partner staff you grant access to, and employees using self-service. You agree to:

• give each user their own login and never share credentials;
• keep multi-factor authentication enabled for users with administrative or payroll permissions (the Service requires it);
• assign the least privilege each user needs and remove access promptly when someone leaves;
• review security alerts we send, such as new-device sign-ins and bank account changes; and
• tell us promptly at security@payrollgrove.com if you suspect unauthorized access.

Our staff do not have standing access to your company data. Support access requires your approval in the Service, is time-limited, and is recorded in your audit log, as described on our Security page.

5. Your data

Ownership. As between you and us, you own the data you and your workers put into the Service and the documents it generates for you ("Customer Data"). You grant us a limited right to host, process, and display Customer Data only to provide, secure, and support the Service and as described in the DPA.

Your responsibilities. You confirm that you have the right to provide Customer Data to us, that you have given any notices and obtained any consents required by law (for example, to your employees), and that Customer Data is accurate.

Personal data. Our processing of personal data in Customer Data is governed by the Data Processing Addendum, which is incorporated into these Terms. Our Privacy Policy describes how we handle data about our own customers and website visitors.

Export. You can export all of your company data at any time from the Service as a full data export (structured data files plus pay stubs, tax forms, and signed documents). Because exports contain sensitive information, they require an owner or administrator, step-up authentication, and expire after 7 days.

6. Acceptable use

You agree to follow the Acceptable Use Policy. We may suspend access that violates it, as described in section 11.

7. Free trial and free HR-only use

Trial. New companies get a 30-day free trial. No payment card is required. At the end of the trial, continued use of payroll features requires a paid subscription.

HR-only free use. Companies with five or fewer people that have not run payroll in the Service may use its HR features free of charge. Once you run payroll, or exceed five people, paid pricing applies from the next billing month.

We may change or end free offers for new sign-ups at any time; we will give existing free users at least 30 days' notice before any change that affects them.

8. Fees and billing

Price. Unless your order says otherwise, the Service costs $39 per month per company, plus $7 per active employee and $4 per paid contractor per month. Every feature of the Service is included in that price; we do not lock basic features behind higher plans.

Definitions. An "active employee" is any employee whose status is active or on leave at any time in the billing month, or who was paid in the billing month. A "paid contractor" is a contractor paid through the Service in the billing month. We count both from a usage snapshot taken on the last day of each month.

Invoices. We invoice monthly in arrears. Invoices are payable within [NUMBER] days by the methods shown on the invoice. Fees exclude taxes, which you will pay where applicable. There is no setup fee, no minimum number of employees, and no long-term commitment: the Service is month to month.

Past-due accounts. If an invoice is past due, we will show a banner in the Service and send reminders. We will never block you from running payroll because of a past-due invoice. If an account remains unpaid for more than [NUMBER] days, we may limit non-payroll features or terminate under section 11 after written notice.

Price changes. We may change prices on at least 60 days' notice. A price lock shown in your billing settings, if any, overrides this until it expires.

9. Partners

Accountants, bookkeepers, and managed service providers ("Partners") may manage client companies through the partner console. Each client company must accept these Terms and approve the Partner's access; it can revoke that access at any time. Partners must use client data only to provide services to that client. Each Partner is responsible for its staff's actions. Partner switches into a client company are recorded in that company's audit log.

10. Availability, support, and changes to the Service

We aim to keep the Service available and publish its status at /status/. We may perform maintenance, and we will try to schedule planned maintenance outside common payroll processing hours and announce it in advance.

Support is available by email at support@payrollgrove.com and through the in-app form. We aim to send a first response within one business day, and within four business hours for payroll-critical issues (for example, a run that cannot be approved before a deadline). These are targets, not guarantees.

We improve the Service over time. We will not make a change that materially reduces its core payroll, tax-document, or HR functionality for current customers without at least 30 days' notice.

11. Term, suspension, and termination

These Terms start when you accept them and continue until your account is closed.

You may close your account at any time from settings or by writing to support@payrollgrove.com. Fees accrue through the end of the billing month in which you close.

We may suspend access immediately if needed to prevent harm (for example, suspected account takeover, fraud, or a violation of the Acceptable Use Policy), and will tell you why. We may terminate these Terms for material breach not cured within 30 days of notice, or on at least 90 days' notice for any other reason.

After closure. For 90 days after closure, the account remains available in read-only mode so you can export your data. After that, we retain and then delete data as described in the DPA and the Privacy Policy, including retention periods required for payroll and tax records. On written request after those legal minimums, we will permanently delete your company's data; deletion from backups completes on the timeline stated in the Privacy Policy.

Sections 2, 3, 5, 8 (for amounts owed), 12, 13, 14, and 15 survive termination.

12. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care and in line with the security measures described in the DPA. Except for that warranty, the Service is provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that calculations, forms, files, due dates, or reminders are accurate or complete.

13. Limitation of liability

To the fullest extent permitted by law:

• neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or goodwill;
• we are not liable for any taxes, penalties, interest, or agency fees, or for amounts paid or not paid to workers, banks, or agencies; and
• each party's total liability arising out of these Terms is limited to the fees you paid us in the 12 months before the event giving rise to the claim.

These limits do not apply to your payment obligations, to either party's indemnity obligations, or to liability that cannot be limited by law. [COUNSEL: confirm any carve-out for breach of security obligations and a separate cap, if any.]

14. Indemnity

You will defend and indemnify us against third-party claims (including claims by your workers or any agency) arising from your use of the Service, your payroll, tax, or employment practices, Customer Data, or your breach of these Terms. We will defend and indemnify you against third-party claims that the Service, as we provide it, infringes their intellectual property rights.

15. General terms

Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to them. [COUNSEL: confirm venue and any arbitration clause.]

Changes to these Terms. We may update these Terms. For material changes we will give at least 30 days' notice by email or in the Service. The version you accepted is recorded with your account. Continued use after the effective date means you accept the update; if you do not, you may close your account.

Notices. We send notices to the account owner's email address. You send notices to legal@payrollgrove.com and [ADDRESS].

Other. You may not assign these Terms without our consent, except to a successor of your business. Neither party is liable for delays caused by events beyond its reasonable control. If a provision is unenforceable, the rest remains in effect. These Terms are the entire agreement on their subject.

16. Contact

Questions about these Terms: legal@payrollgrove.com.