These Terms of Service ("Terms") govern access to and use of the websites, dashboards, mobile applications, APIs and related services (together, the "Services") provided by Payroa, Inc. ("Payroa," "we," "us" or "our"). By creating an account or using the Services, you agree to these Terms on behalf of yourself and the business you represent ("Customer" or "you").
1. The Services
Payroa provides software that helps businesses calculate and pay wages and other compensation to workers, manage payroll tax obligations, and issue and manage corporate payment cards. Payroa is a financial technology company and is not a bank. Banking and card issuing services are provided by [Issuing Bank, N.A.], Member FDIC ("Bank"), and other regulated partners.
2. Eligibility and accounts
The Services are available only to businesses organized and operating in the United States. To open an account you must provide accurate information about your business and its beneficial owners, and you authorize us and our partners to verify it, including through third-party identity and business verification services. You are responsible for all activity under your account and for keeping administrator credentials and two-factor authentication devices secure.
3. Payroll and payment services
You decide who is paid, how much and when. When you approve a payment run, you instruct Payroa to initiate the corresponding transfers, including net pay to workers, tax deposits to government agencies and any deductions to third parties. Payments approved before the published daily cutoff are generally initiated the same business day; timing may vary due to bank holidays, risk reviews or the receiving institution.
Where Payroa files and deposits payroll taxes on your behalf, you authorize us to act as your reporting agent with the relevant agencies. You remain responsible for the accuracy of the worker and pay information you provide.
4. Corporate cards
Corporate cards are issued by the Bank to your business. Each authorized cardholder must accept the Cardholder Agreement. Cards draw on funds you have made available in your Payroa account; they are not credit cards. You are responsible for all transactions made with cards issued to your business, including those made through digital wallets such as Apple Pay, subject to applicable law and network rules.
5. Funding and authorization
You authorize Payroa and the Bank to debit your linked funding account by ACH for the amounts shown in each funding report, including net pay, taxes, card balances and fees. You agree to maintain sufficient funds. If a debit is returned, we may suspend payments and cards, retry the debit, and recover the amount and any related costs.
6. Fees
You agree to pay the fees in your order form or on our pricing page. Fees are billed monthly in arrears and debited from your funding account. We will give at least 30 days' notice of any fee increase.
7. Customer responsibilities
- Comply with all employment, wage-and-hour, tax and worker-classification laws that apply to you.
- Obtain any consents required to share worker information with us.
- Review each payment run before approval and report errors promptly.
- Promptly freeze cards and notify us of any lost, stolen or compromised card or credential.
8. Prohibited uses
You may not use the Services for any illegal purpose; to pay for goods or services prohibited by the Bank or card network rules; to process payments for any business other than your own; to evade taxes or sanctions; or to interfere with the security or operation of the Services.
9. Data and privacy
Our collection and use of personal information is described in our Privacy Policy. You own your business data. You grant us the rights needed to provide the Services, comply with law and improve our products.
10. Disclaimers and limitation of liability
Except as expressly stated in these Terms, the Services are provided "as is." To the maximum extent permitted by law, Payroa will not be liable for indirect, incidental, special, consequential or punitive damages, and our total liability for any claim will not exceed the fees you paid us in the twelve months before the claim arose. Nothing in these Terms limits liability that cannot be limited by law.
11. Termination
You may close your account at any time after settling outstanding amounts. We may suspend or terminate the Services if you breach these Terms, if required by the Bank or law, or if we reasonably suspect fraud. On termination, outstanding cards will be closed and we will provide an export of your payroll records.
12. General terms
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. We may update these Terms by posting a new version and, for material changes, notifying you at least 30 days in advance. Questions about these Terms can be sent to support@payroa.org or Payroa, Inc., [Street Address], [City], [State] [ZIP], United States.