Your subscription to the Services covered by these US Payroll Terms of Use (the “US Payroll Services”) includes access for Customer and its Authorized Users to HiBob’s US Payroll module (the “US Payroll Module”), as specified in the applicable Order Form and in accordance with the HiBob Customer Subscription Terms and Conditions (together with these US Payroll Terms of Use, the “Agreement”). By choosing to subscribe to HiBob’s US Payroll Services, you acknowledge and agree to the following terms, which supplement the terms separately agreed upon by Customer and HiBob. Any terms not defined herein shall have the meaning as outlined in the Agreement.
The US Payroll Services provides customers access to the US Payroll Module and enables customers to configure payroll-related practices, collect and manage relevant HR and compensation data, validate data prior to payroll processing, and administer payroll cycles. Payroll gross-to-net calculations, payments, and tax filings, as well as certain professional services, are handled by our Third Party Provider, Gusto, Inc. (“Gusto” or “Third Party Provider”). HiBob reserves the right to engage with another third party provider for any portion of the Services currently provided by Gusto. In case of such intention, HiBob will provide notice to Customer in accordance with Sec. 14.2 of the Agreement.
HiBob provides the configuration tools, data collection workflows, and system interface necessary for the operation of the US Payroll Services. HiBob’s role includes: (a) enabling customers to set payroll-related policies, collect and manage data related to compensation and human resources, and identify potential issues with the data that may compromise the accuracy of processing payroll; (b) securely transmitting payroll-ready data to Third Party Provider; (c) providing standardized payroll reports; and (d) integrating the US Payroll Module through role-based access with HiBob’s various modules which may be included in the Services, in each case as described in the applicable Order Form and subject to the terms of the HiBob Customer Subscription Terms and Conditions.
Customer is responsible for ensuring that the data it provides through the HiBob Platform is complete, accurate, and timely, which includes entering, inter alia, employment, compensation, and banking details, and addressing any exceptions or issues that may be flagged on an ongoing basis. Furthermore, although a Third-Party Provider may perform the payroll calculations it is the Customer’s sole responsibility to review the payroll output as part of its internal controls to ensure its accuracy and completeness. The Customer must also ensure that it has the legal authority to share such information for payroll purposes.
By using the US Payroll Services, you acknowledge that HiBob facilitates access to Third Party Provider’s Embedded Payroll Service through our Platform, and Third Party Provider is responsible for certain US Payroll Services functions including inter alia (a) receiving, holding, and disbursing funds from you and on your behalf; and (b) Payroll gross-to-net calculation, tax withholding, filing, remitting payroll tax payments, and handling wage garnishments to certain relevant authorities at the local, state, or federal level. These activities are conducted by Third Party Provider and through its financial accounts and payment mechanisms, and no HiBob accounts or payment mechanisms are used for the US Payroll Services. You acknowledge that your use and enjoyment of the functions carried out by Third Party Provider is governed by and conditioned upon your acceptance of Gusto’s Embedded Payment Service Agreement available at flows.gusto.com/terms, and Gusto’s privacy policy, available at gusto.com/about/privacy (collectively, the “Payroll Provider Terms”) which are hereby incorporated by reference into the Agreement.
Consent to Share. You hereby acknowledge and consent to HiBob sharing necessary information about you with Third Party Provider in the provision of US Payroll Services. Throughout the term of your applicable Order Form for US Payroll Services, you agree to furnish complete, timely, and accurate information as reasonably requested, and to provide payroll and bank account details that you have the legal authority to share in furtherance of your payroll.
Denial of Access. HiBob and Third Party Provider each retain the right to deny you access to the US Payroll Services if you fail to meet “Know Your Customer” ongoing requirements or violate the Payroll Provider Terms. If you are denied access therefor, then (i) the US Payroll Services portion of your applicable Order Form shall be deemed terminated immediately without liability of HiBob or Third Party Provider with respect to such termination, (ii) HiBob will stop issuing new invoices for US Payroll Services, and (iii) Customer shall be required to pay those fees associated with US Payroll Services due through the termination notice date.
Accountability. You are solely responsible for: (i) any losses, penalties, or liabilities arising from inaccuracies, omissions, or delays in the data you provide for payroll processing, including errors in tax reporting or filing; (ii) ensuring all required payroll-related regulatory filings and documentation are obtained and maintained; and (iii) all acts and omissions of your Authorized Users when using the US Payroll Services.
No Legal Advice. You acknowledge and agree that HiBob does not provide legal, employment, labor, or immigration law advice, including guidance on worker classification between employees and independent contractors. Additionally, you represent that your use of the US Payroll Services will be only in the jurisdiction of your company’s territory of incorporation. If there will be any use of the US Payroll Services in any territory other than your company’s territory of incorporation, you agree to remit and report applicable taxes due directly to the taxing authority of that jurisdiction.
Sufficient Funds. You represent and warrant that at the time of initiating payroll processing via the US Payroll Module, your designated payment accounts will have sufficient funds available. If there is a need to reverse a payroll payment due to your failing to maintain sufficient available funds, HiBob has the right to suspend your access, and the access of your Authorized Users to the US Payroll Module, including payroll services and subsequent payroll payments. You agree to promptly reimburse any outstanding amounts, along with associated costs, upon receipt of an invoice. Failure to maintain funds sufficient for a payroll payment twice within a six (6) month period will constitute a material breach of these US Payroll Terms of Use and the Agreement.
You acknowledge and agree that Third Party Provider is an independent entity separate from HiBob. HiBob is not responsible for Third Party Provider’s actions, errors, or omissions in connection with the payroll services Third Party Provider provides. Any liability relating to Third Party Provider’s performance is governed solely by the Third Party Provider’s Payroll Provider Terms.
Furthermore, you acknowledge that neither HiBob nor Third Party Provider will be held liable for improper tax payments resulting from incorrect claims of tax exemptions, deposit frequencies, tax identification numbers, tax rates, deductions, or for any other actions based on inaccurate or incomplete information provided by you or your employees or based on information gathered by HiBob or Third Party Provider in the course of any facilitated migration from Customer’s prior payroll service provider.
Customer shall indemnify, defend, and hold harmless HiBob, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought against HiBob by any third party arising from Customer’s misuse of the US Payroll Module, including but not limited to non-compliance with the Payroll Provider Terms, failure to provide accurate and complete information regarding payroll (including, without limitation, bank account details, any pending tax liabilities), improper use of US Payroll Services, or any actions that result in financial, regulatory, or legal liability for HiBob. This indemnification obligation shall survive the termination or expiration of your Order Form for US Payroll Services and the Agreement.
HiBob shall indemnify, defend, and hold harmless Customer, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought against Customer by Third Party Provider arising out of HiBob’s failure to comply with its obligations under its direct agreement with Third Party Provider in relation to the US Payroll Services. This indemnification obligation shall not apply to claims resulting from Customer’s misuse of the US Payroll Services or its non-compliance with these US Payroll Terms of Use, the Agreement, or the Payroll Provider Terms.