Legal Policies

Payroll Addendum

In the event that Skill Set 365 provides Client with access to the Payroll module in the Platform, the following terms shall apply.

A. Skill Set 365 Responsibilities:

1.Prepare, deposit and file Client’s payroll taxes for local jurisdictions listed by Client upon initial payroll implementation process and any updates provided to Skill Set 365 by the Client and confirmed by Skill Set 365 in writing to Client.

2.Prepare an annual tax statement. This statement will include a summary of tax liabilities reported throughout the quarter, account reconciliation, and printed returns filed at quarter end.

3.Answer tax agency correspondence for tax deposits and returns filed by Skill Set 365 on Client’s behalf.

4.File amended returns as required for returns processed by Skill Set 365. Charges may apply in the event the amended return is a result of incorrect information supplied to Skill Set 365.

5.Prepare and file SO2 agency filings.

6.Funds:

  1. The funds held by Skill Set 365 on Client’s behalf will be segregated from other funds of Skill Set 365, but may be commingled with funds of other payroll customers. Skill Set 365 will be entitled to receive all net investment income generated and interest earned on any funds held and invested pursuant hereto.
  2. Independently of the result of any investments of the funds performed by Skill Set 365, Skill Set 365 has the obligation to pay Client’s tax liabilities and wage attachments provided the Client has previously deposited the corresponding funds with Skill Set 365.
  3. In the event that Skill Set 365 is unable to settle funds on behalf of Client, Skill Set 365 shall return such funds on behalf of Client. Client shall be solely responsible for the escheat of such funds; Skill Set 365 shall have no responsibility to escheat such funds.

7.Wage Attachments. Client is solely responsible for the setup of the wage attachments in the Platform in accordance with the Skill Set 365 online documentation. Skill Set 365 then will prepare and deposit Client’s wage attachment liabilities for those federal, state, and local payment processing units and any individual third party to which an employee of Client owes a debt and has agreed or is compelled by appropriate governmental authority to resolve via attachment of employee’s wages. Skill Set 365 will make available a report of wage attachment activity to Client summarizing funds collection and disbursement transactions completed. Skill Set 365 is not obligated to commence providing the Payroll Subscription until Skill Set 365 has received all information necessary to disburse wage attachment liabilities.

8.Check Printing. Skill Set 365 will provide direct deposit advice slips, and if the option is selected (pursuant to the relevant fees), print checks for Client based on the information from each completed payroll as set forth in the Data Remittance section below. Skill Set 365 shall be responsible for providing such printed checks and direct deposit advice slips to the commercial overnight carrier provided by Client.

9.Reporting for Cash Collection. Upon approval of the payroll by Client, all payroll reports are available immediately. Three (3) business days prior to the applicable check date, Skill Set 365 shall make available payment service data to Client which is applicable to any given payroll closed within the parameters defined herein, to allow Client to generate reports based on such data at the open of normal business hours.

10.Exclusions. Skill Set 365 is not responsible for providing additional administrative services, including, but not limited to, agency research, account reconciliation, wage attachment data input and adjustments. Skill Set 365 is not responsible for any pre-existing errors or similar matters arising prior to commencement of these services by Skill Set 365 or for any errors that may occur in the event the Client fails to provide Skill Set 365 with all necessary, complete, and accurate information.

11.Errors. To the extent that a payroll or tax filing error is solely caused by Skill Set 365, the cost to correct such error, including, but not limited to, payment of any fines, shall be payable by Skill Set 365.

B. Client Responsibilities:

1.Client shall adhere to the National Automated Clearinghouse Association (“NACHA”) rules for the transfer of funds at all times.

2.Client shall provide Skill Set 365 with its valid Tax ID number.

3.Data remittance.

  1. Direct Deposit Only. Client will complete its payroll before 3:00 PM Eastern Time, no less than two (2) business days prior to the applicable check date(s) for direct deposits completed via reverse wire only. Should Client require check printing, section 3(b) below shall apply.
  2. Direct Deposit and Check Printing. Client will complete its payroll before 3:00 PM Eastern Time, no less than three (3) business days prior to the applicable check date(s).
  3. Client acknowledges that the data and all information from the completed payroll from the Platform will be the basis for Payroll as provided for herein. Client is responsible for viewing, in the Platform, either the payroll summary report or the cash requirement report prior to approving each payroll. Client acknowledges and agrees that Skill Set 365 will conduct an internal electronic audit of Client’s tax database in order to review and export data, on an as needed basis, in order to prepare quarterly or annual tax filings for Client.

4.Funds collection.

  1. For direct deposit only clients and for any tax liability within a given pay period requiring a “next day” payment, Skill Set 365 will collect for the total tax liabilities associated with Client’s payroll and wage attachments associated with the given pay period at least one (1) business day prior to the applicable check date from Client’s designated bank account.
  2. For direct deposit plus check printing clients and for tax liabilities not requiring a “next day” payment date, Skill Set 365 will collect the total tax liabilities and wage attachments associated with the given pay period three (3) business days prior to the payroll check dates from Client’s designated bank account.
  3. At the times specified above, Skill Set 365 will collect funds to cover the total payroll liability of Client. Skill Set 365 will direct the transfer of funds from Client’s designated bank account to Skill Set 365’s account by electronic funds transfer. Client agrees to maintain good and sufficient collected funds in Client’s designated bank account to cover all funding transactions to be made under this Payroll Addendum. In the event Client fails to maintain such good and sufficient collected funds, Skill Set 365 may (i) terminate the Payroll Subscription only upon notice to Client and charge Client for any applicable fees, penalties, and interest, or (ii) change the method via which Client submits funds under this Addendum.
  4. In the event that Client makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party’s property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against Client, Skill Set 365 may (i) terminate the Payroll Subscription only upon notice to Client, or (ii) change the method via which Client submits funds under this Addendum.

5.Record of Tax Disbursement and Wage Attachments. Skill Set 365 will not be liable for any invalidity or inaccuracy caused by Client. Upon Skill Set 365 making available to Client any and all records of tax disbursements and wage attachments prepared by Skill Set 365 pursuant to this Payroll Addendum, Client will examine all records for validity and accuracy according to Client’s records. Client will immediately notify Skill Set 365 of any inaccuracies or inconsistencies.

6.The specific record retention schedules established by governmental entities and applicable to Client are the responsibility of Client and are not the responsibility of Skill Set 365 and are not included in the services being provided under this Addendum. Skill Set 365 has no responsibility or liability for maintaining or retaining said records for Client. Client is responsible for any obligation imposed on Client by law to maintain records regarding Client’s business or employees.

7.Client agrees to provide payroll related Client Data in a format reasonably requested by Skill Set 365 and in a reasonable period of time after such request has been made. Additional fees may apply in the event that Client cannot supply payroll data in the format or time period requested by Skill Set 365.

8.Client agrees to timely execute any and all documents and forms presented by Skill Set 365 in order to effectuate carrying out the Payroll Subscription, including power of attorney to service taxes. Skill Set 365, in its discretion, may terminate the Payroll Subscription in the event Client fails to execute such documents or forms when requested by Skill Set 365.

9.Client agrees that it will timely respond to any and all requests made by Skill Set 365. Skill Set 365 may unilaterally amend or update the terms of this Payroll Addendum by providing written notice to Client only (i) as reasonably determined by Skill Set 365 in order to update the services provided, or (ii) as mandated by any governmental agency or taxing authority. In the event that changes under (i) above adversely impact Client’s normal business operations, Client shall have the option to reject such changes, in good faith, within thirty (30) days of receipt of notice of such change from Skill Set 365 by providing written notice to Skill Set 365. Upon such rejection, Skill Set 365 shall have the option to not make said change or terminate this Payroll Addendum.

10.Client agrees to cooperate and diligently perform its responsibilities as set forth in this Payroll Addendum and acknowledges that failure to do so may result in additional fees or costs to Client. Skill Set 365 shall provide Client with ten (10) days advanced written notice of its intent to charge such additional fees and/or costs, and Client shall have the opportunity to cure same during such ten (10) day period.



11.Tax Information Acknowledgment. As required by the Internal Revenue Service, the following information must be disclosed to taxpayers that utilize a third party to perform tax filing services on its behalf:

  1. Client acknowledges that it is responsible for the timely filing of employment tax returns and the timely payment of employment taxes for its employees, notwithstanding, that Client has authorized Skill Set 365 to file the returns and make the payments on its behalf.

12.Tax Authorization. Client agrees Skill Set 365 will act as the tax filing agent where required for TAJ, IRS, state or local deposits, filings and correspondence on Client’s behalf as it relates to payroll tax filings. Skill Set 365 agrees to hold in confidence all information relating to Client’s assets, liabilities, business or affairs which is received by Skill Set 365 in the course of rendering service except as provided by law.

13.ACH Access. Client acknowledges that Skill Set 365 or the bank that processes Client’s payroll transactions may need to investigate ACH entries transmitted by Client to the bank and consents to such investigation. Client also acknowledges that Skill Set 365 or the bank may refuse to process ACH entries at any time.

14.Compliance. Client shall comply with all applicable anti-money laundering (“AML”), as well as Office of Foreign Assets Control (“OFAC”), laws and regulations with regard to the funds and individuals involved in the Payroll Subscription. In the event (i) Client does not comply with such laws or regulations, or (ii) either Client or one of its employees is included in the Specially Designated Nationals (“SDN”) list published by OFAC, Skill Set 365 may immediately terminate the Payroll Subscription, take any required legal steps and make all necessary filings and disclosures with the appropriate governmental authorities.

Service Level Agreement Addendum

During the Initial Term and any subsequent Renewal Terms, the Platform will be operational and available to Client at least 99.5% of the time in any calendar month (the "Performance Commitment"). If Skill Set 365 does not meet the Performance Commitment, and if Client meets its obligations under this SLA, Client will be eligible to receive the Service Credit defined below. This SLA sets forth Client's sole and exclusive remedy for any failure by Skill Set 365 to meet the Performance Commitment.

1.Definitions.The following definitions shall apply to the Performance Commitment.

  1. "Downtime" means the period during which the Platform is unavailable to Client in accordance with this SLA.
  2. "Monthly Uptime Percentage" means total number of minutes in a calendar month minus the number of minutes of Downtime in a calendar month, divided by the total number of minutes in a calendar month.
  3. "Service Credit" means the following: 


2.Client Must Request Service Credit. In order to receive the applicable Service Credit described above, Client must notify Skill Set 365 within ten (10) days from the time Client becomes eligible to receive such Service Credit.

3.Maximum Service Credit. The aggregate maximum number of Service Credits to be issued by Skill Set 365 to Client for any and all Downtime that occurs in a single calendar month shall not exceed thirty percent (30%) of the monthly pro-rata share of the quarterly Subscription Fee.

4.Skill Set 365 Performance Commitment Exclusions. The Performance Commitment does not apply to (a) Downtime related to scheduled maintenance; (b) Downtime related to any matter constituting force majeure; (c) Downtime resulting from acts by Client other than in accordance with the Terms, including but not limited to any negligence, willful misconduct, or use of the Platform in breach of the Terms; and (d) Downtime resulting from data or transmission quality issues outside of Skill Set 365 reasonable control. Skill Set 365 at its sole discretion may plan scheduled maintenance which will be communicated by email or via the Platform to Client at least twenty-four (24) hours in advance with notice of how many hours of Downtime is expected. The time and day of the scheduled maintenance may be changed at the sole discretion of Skill Set 365 subject to the minimum notice specified in the prior sentence.

5.Termination. In the event that Skill Set 365 materially breaches this Agreement by not meeting the Performance Commitment in any three (3) months in a twelve (12) month period, Client may terminate these Terms and any related Order Form upon fifteen (15) days prior written notice to Skill Set 365.

Managed Services Addendum

I. As part of the Managed Services, Skill Set 365 shall provide the below listed services to Client in accordance with the Agreement and the terms herein. Client must request and/or approve all actions prior to Skill Set 365’s performance of such actions.

1. Skill Set 365 Platform Support and Client Enablement
  1. Create onboarding templates, performance management cycles, and workflows for the Client in the Client’s instance of the Platform.
  2. Make changes in the Client’s instance of the Platform at Client's direction.
2. HR Support
  1. HR compliance support.
  2. HR general guidance.
  3. Template HR forms and policies (e.g., dress code policy, job application form, etc.).
  4. Assistance with creation and review of job description templates and review of job descriptions.
  5. Review performance improvement plans and provide corrective action guidance as requested by Client.
  6. Assistance with ADA interactive process (e.g., assistance with determining if a request is covered by the ADA).
  7. Assistance with FMLA administration and leave tracking.
  8. Unemployment claims response and management.
  9. EEO-1 & Vets-100 Report preparation and submission, if applicable.
3. Employee Service Center
  1. Answer questions from employees of Client on a range of HR, benefits and payroll topics, including, but not limited to: W2s, paystub, change of address, submission of life event changes, submission of enrollment information, making changes to benefits elections and employee-level how-to in the Client’s instance of the Platform.
  2. Process employment verification requests.
4. Benefits Administration
  1. Process benefits changes in the Client’s instance of the Platform.
  2. Manage eligibility with carriers in the absence of carrier feeds, if Client is a Skill Set 365 Employee Benefits client, by forwarding enrollment and life event change information to carriers as needed. If not, Skill Set 365 will work with Client’s broker to provide reports necessary for broker to manage eligibility.
  3. Preparation and filing of ACA Reports (1094 and 1095 forms).
5. Payroll
  1. Administration
    1. Make payroll changes in the Client’s instance of the Platform at Client's direction (e.g., changes to role or salary).
    2. Import approved hours and processing payroll in the Client’s instance of the Platform based on a process pre-approved by Client.
    3. Perform payroll audit when Client makes a change that has a significant effect on payroll (e.g. change in office location, acquisition of another company).
    4. Tax registration in new states, if registration by a third party is allowed by the state.
    5. Prepare, deposit and file Client’s payroll taxes for all federal, state and local jurisdictions in which Skill Set 365 has processed payroll on Client’s behalf.
    6. Prepare and file quarterly tax statements for each Federal Employer Identification number (“FEIN”) and, where required, each state or local tax identification number provided by either the Client or obtained by Skill Set 365 through third party registration where permitted. The statements will include a summary of tax liabilities reported throughout the quarter, account reconciliation and printed returns filed at quarter end.
    7. Provide direct deposit advice slips, and if the option is selected (pursuant to the relevant fees), print checks for Client based on the information from each completed payroll. Skill Set 365 shall be responsible for providing such printed checks and direct deposit advice slips to the commercial overnight carrier selected by Client.
    8. Answer tax agency correspondence for tax deposits and returns filed by Skill Set 365 on Client’s behalf.
    9. File amended returns as required for returns processed by Skill Set 365. Charges may apply in the event the amended return is a result of incorrect information supplied to Skill Set 365.
    10. Prepare and file SO2 agency filings.
    11. Set up wage attachments in Client’s instance of the Platform. Prepare and deposit Clients wage attachment liabilities for any third party to which an employee of Client owes a debt and has either agreed to or is compelled by the appropriate governmental authority to resolve via attachment of such employee’s wages. Additional charges may apply for wage attachment processing.
    12. To the extent that a payroll or tax filing error is solely caused by Skill Set 365, the cost to correct such error, including, but not limited to, payment of any fines, shall be payable by Skill Set 365.
  2. Funds Collection and Handling
    1. For direct deposit only clients and for any tax liability within a given pay period requiring a “next day” payment, Skill Set 365 must receive from Client the total tax liabilities corresponding to Client’s payroll and wage attachments for the given pay period at least one (1) business day prior to the applicable check date from Client’s designated bank account.
    2. For direct deposit plus check printing clients and for tax liabilities not requiring a “next day” payment date, Skill Set 365 must receive from Client the total tax liabilities and wage attachments associated with the given pay period three (3) business days prior to the payroll check dates.
    3. At the times specified above, Skill Set 365 must receive from Client the funds to cover the total payroll liability of Client. Skill Set 365 will direct the transfer of funds from Client’s designated bank account to Skill Set 365’s account by electronic funds transfer. Client consents to the transfer of funds from Client’s designated bank account to Skill Set 365’s account by electronic funds transfer
    4. In the event that Client makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party’s property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against Client, Skill Set 365 may (i) terminate the Agreement only upon notice to Client, or (ii) change the method via which Client submits funds under this Addendum.
    5. The funds held by Skill Set 365 on Client’s behalf will be segregated from other funds of Skill Set 365, but may be commingled with funds of other payroll customers. Skill Set 365 will be entitled to receive all net investment income generated and interest earned on any funds held and invested pursuant hereto.
    6. Independently of the result of any investments of the funds performed by Skill Set 365, Skill Set 365 has the obligation to pay Client’s tax liabilities and wage attachments provided the Client has previously deposited the corresponding funds with Skill Set 365.
    7. In the event that Skill Set 365 is unable to settle funds on behalf of Client, Skill Set 365 shall return such funds on behalf of Client. Client shall be solely responsible for the escheat of such funds; Skill Set 365 shall have no responsibility to escheat such funds.
  3. Client Responsibilities
    1. Client shall adhere to the National Automated Clearinghouse Association (“NACHA”) rules for the transfer of funds at all times.
    2. Client shall provide Skill Set 365 with all valid federal, state and/or local Tax ID numbers in the format required by the corresponding agency unless Skill Set 365 has completed the registration process in those federal, state and/or local tax jurisdictions pursuant to section 5(a)(iv) of this Addendum.
    3. Client shall provide payroll related Client Data in a format reasonably requested by Skill Set 365 and in a reasonable period of time after such request has been made. Payroll and tax submissions may be delayed in the event that such Client Data is not provided to Skill Set 365 within a reasonable period of time. Additional fees may apply in the event that Client cannot supply payroll data in the format or time period requested by Skill Set 365.
    4. Client shall provide accurate information to Skill Set 365. Skill Set 365 is not responsible for (1) any pre-existing errors or similar matters arising prior to the commencement of services by Skill Set 365, or (2) any errors that may occur in the event that Client fails to provide Skill Set 365 with all necessary, complete and accurate information.
    5. Client shall timely execute any and all documents and forms presented by Skill Set 365 in order to process payroll on Client’s behalf, including power of attorney to service taxes. Skill Set 365, in its discretion, may terminate the Agreement in the event Client fails to execute such documents or forms when requested by Skill Set 365.
    6. Client shall timely respond to any and all requests made by Skill Set 365. Skill Set 365 may unilaterally amend or update the terms of this Addendum by providing written notice to Client only (i) as reasonably determined by Skill Set 365 in order to update the payroll services provided, or (ii) as mandated by any governmental agency or taxing authority. In the event that changes under (i) above adversely impact Client’s normal business operations, Client shall have the option to reject such changes, in good faith, within thirty (30) days of receipt of notice of such change from Skill Set 365 by providing written notice to Skill Set 365. Upon such rejection, Skill Set 365 shall have the option to not make said change or terminate the Agreement.
    7. Client shall cooperate and diligently perform its responsibilities as set forth in this Addendum and acknowledges that failure to do so may result in (i) additional fees or costs to Client or (ii) Skill Set 365’s termination of the Agreement upon notice to Client. Skill Set 365 shall provide Client with ten (10) days advanced written notice of its intent to charge such additional fees and/or costs, and Client shall have the opportunity to cure same during such ten (10) day period.
  4. Client shall maintain good and sufficient collected funds in Client’s designated bank account to cover all funding transactions to be made under this Addendum. In the event Client fails to maintain such good and sufficient collected funds, Skill Set 365 may (i) terminate the Agreement only upon notice to Client and charge Client for any applicable fees, penalties, and interest, or (ii) change the method via which Client submits funds under this Addendum. Client also acknowledges that, in the event that Client fails to maintain such good and sufficient collected funds, (i) Client will immediately become solely responsible for all funding transactions to be made under this Addendum, (ii) Client will pay Skill Set 365 for any fees, fines or funds paid by Skill Set 365 as a result of such insufficient funds, and (iii) Skill Set 365 may take any such legal action as it deems appropriate to collect such fees, fines or funds paid by Skill Set 365 as a result of such insufficient funds.



  1. Tax Information Acknowledgement
    1. As required by the Internal Revenue Service, the following information must be disclosed to taxpayers that utilize a third party to perform tax filing services on its behalf:
      1. Client acknowledges that it is responsible for the timely filing of employment tax returns and the timely payment of employment taxes for its employees, notwithstanding, that Client has authorized Skill Set 365 to file the returns and make the payments on its behalf.
      2. The Internal Revenue Service recommends enrollment in the U.S. Treasury Department’s Electronic Federal Tax Payment System (EFTPS) to monitor your account and ensure that timely tax payments are being made. Enrollment in the EFTPS may be done online at www.eftps.gov, or call (800) 555-4477 for an enrollment form. State tax authorities generally offer similar means to verify tax payments. Contact the appropriate state offices directly for details.
    2. Please also note, no state or federal agency assumes responsibility for the financial solvency of Skill Set 365.
  2. Tax Authorization. Client agrees Skill Set 365 will act as the tax filing agent where required for IRS, state or local payroll tax deposits, filings and correspondence on Client’s behalf.



  1. ACH Access. Client acknowledges that Skill Set 365 or the bank that processes Client’s payroll transactions may need to investigate ACH entries transmitted by Client to the bank and consents to such investigation. Client also acknowledges that Skill Set 365 or the bank may refuse to process ACH entries at any time.



  1. Compliance. Client shall comply with all applicable anti-money laundering (“AML”), as well as Office of Foreign Assets Control (“OFAC”), laws and regulations with regard to the funds and individuals involved in this Addendum. In the event (i) Client does not comply with such laws or regulations, or (ii) either Client or one of its employees is included in the Specially Designated Nationals (“SDN”) list published by OFAC, Skill Set 365 may immediately terminate the Agreement, take any required legal steps and make all necessary filings and disclosures with the appropriate governmental authorities.



II. Service Terms. The parties acknowledge parties acknowledge and agree that:

  1. Skill Set 365 is not a co-employer or joint employer of Client employees;
  2. Skill Set 365 is not a professional employer organization and the Managed Services do not constitute professional employer organization services;
  3. Client, and not Skill Set 365, has the right to and is solely responsible for recruiting, hiring, classifying, disciplining, and terminating Client employees and for determining their wages, benefits, duties, responsibilities and work schedules;
  4. Skill Set 365 is not the employer of record of Client employees and all payroll and tax filings for Client shall be performed using Client’s employer identification number (“EIN”);
  5. Client retains all employment risks and liabilities regarding Client employees; and
  6. Skill Set 365 will not provide legal or tax advice to Client or Client’s employees as part of Managed Services.Client should always consult with its own legal or tax advisors for legal or tax questions.

III. Failure by Client to respond to Skill Set 365 requests or approve specific tasks with regard to the Managed Services may cause a delay in the performance of the Managed Services, which may result in additional fees.

IV. Indemnification. In addition to Client’s indemnity obligations in the Agreement, Client shall indemnify, defend and hold harmless Skill Set 365 against any Loss arising from any claim by a third party relating to:

  1. Skill Set 365’s provision of Managed Services to Client if provided in accordance with Client’s instructions and after receiving Client’s approval or
  2. joint employment or co-employment of any Client employee by Client and Skill Set 365.