THIS PAYROLL SERVICE AGREEMENT (this “Agreement”) is entered into by and between _______________________ , (the “Employer”) and Gretis India Pvt Ltd, (“Gretis”) as of the Date of the last signature on this Agreement below. Within this Agreement the Employer and Gretis each are on occasion referred to separately as “Party” and are referred to on occasion collectively as “Parties.” “You” and “your” refer to the Employer and “we,” “us” and “our” refer to Gretis.
WHEREAS, the Employer desires to utilize Gretis to provide payroll services; and
WHEREAS, Gretis has entered into an agreement regarding providing of its Payroll Services to the Employer through its HRMS to accurately process the salary of each individual. By signing this Agreement, Employer hereby agrees to also be bound by those rules.
NOW, THEREFORE, in consideration of the promises and covenants hereinafter contained and other good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound hereby, the Employer and Gretis agree as follows:
- Incorporation of Recitals. The above-stated Recitals are true, correct and accurate, and are made part of this Agreement.
- Definitions. The following terms shall have the following meanings as used in this Agreement:
- Gross Payroll. The Employer’s Gross Payroll includes all wages earned by the Employer’s employees during a given pay period before any deductions are made. Gross
Payroll means the total amount of money the Employer pays out for its employees during a given pay period including Net Payroll, Payroll Taxes, and Other Wage Deductions.
- Net Payroll. The Employer’s Net Payroll for a period is its Gross Payroll minus deductions for Payroll Taxes, Other Wage Deductions and Employer Matching Benefit Payments. Net Payroll means the money that the Employer’s employees receive from the
Employer after deducting the required and agreed withholdings.
- Payroll Taxes. Payroll Tax is the tax withheld, charged or levied on the payroll of an employer. This includes all gross salaries, wages, perks or any other forms of remuneration paid to his or her employees. This tax is charged without taking into consideration the employee’s domicile, family status or any other individual circumstances. In short, payroll taxes are taxes required to be paid or withheld by an employer on behalf of his or her employees..
- Other Wage Deductions. The following mentioned are the main deductions that are allowed under the Payment of Wages Act, 1936-Fines; Deduction for the actual period of absence; Deduction for the damage or loss of goods expressly entrusted to the employed person; Deduction for house accommodation; Deduction for the amenities and service supplied by employer with agreement to the employee; Deduction for recovery of advances and interest, and adjustment of overpayment; Deductions for recovery of loans from any fund constituted for the welfare of labour as agreed between employer and employee; Deduction for income tax; Deduction on orders of a court or other authority; Deduction for subscription and repayment of advance from any ESI, Provident Fund, Labor Welfare Fund, Profession Tax; Deduction for payments to cooperative societies as agreed between employer and employee; Deduction of premium for LIC policy on written authorization of the employed person; or any other investment for Post Office Saving Schemes;
- Employer Matching Benefit Payments. Employer Matching Benefit Payments means any matching payments made by the Employer for the benefit of its employees for employment benefits including retirement plans.
- Preparing Payroll. In order to pay the Employer’s employees, Employer shall provide Gretis, employee’s name and address, aadhar number, amount of payment, date of payment, and—if the Employer’s employees are to be paid by direct deposit—identification of account into which the funds are deposited to pay the Employer’s employees and the funds to make said payment. It is the Employer’s responsibility to substantiate and authorize the time records for its employees. Gretis will not audit, examine, or review these time records. If an amount appears unusual or out of the ordinary Gretis may, but is not required to, call it to the Employer’s attention. The Employer agrees that Gretis has no responsibility to discover any errors, irregularities, or fraud in the Employer’s time records. It is also the Employer’s responsibility—and not Gretis’s responsibility—to determine employee designation and computation of salary and allowances that has been paid in the past to all the category of Employers Employees. The Employer is responsible to notify Gretis if any of the Employer’s employees perform work in a state other than the state in which the Employer has its principal place of business(as state taxes may differ). If requested Gretis will help the Employer determine if it has a filing requirement in states other than the state of the Employer’s principal place of business.
However, the Employer is responsible for the legal process of registering its business with any state related to taxes and statutories and inform Gretis to process.
- Source of Funds and Payment. The Employer shall designate a commercial Bank account and shall maintain therein sufficient available funds to cover all of the Employer’s Gross Payroll and Gretis’s Costs and Fees. IT IS
IMPERATIVE THAT THE EMPLOYER MAINTAIN SUFFICIENT FUNDS IN THE PAYROLL BANK ACCOUNT ON THE DATE OF PAYROLL TO COVER NET PAYROLL,
PAYROLL TAXES AND STATUTORIES, GRETIS FEES AND ANY OTHER PAYMENTS AS AN ADD-ON SERVICE INCLUDING WAGE DEDUCTION PAYMENTS AND EMPLOYER MATCHING BENEFIT PAYMENTS ETC. The Employer shall have sufficient funds—the Net Payroll and any other agreed payments on the date of payroll and shall deposit the Payroll Taxes and other Wages Deductions and Gretis’s Fees and Costs before those sums become due and payable. We can accept payment through direct debit up to two days prior to the date of the payroll which would be 5th of every month.
- Direct Transfer of funds. Gretis requires that all funds should be scheduled for electronic Direct transfer through Employer into the Payroll Bank Account for Salary, Taxes and Statutories. This fund will be Direct transfer from Employer in the account of employee and government authorities. The delays would cause various kind of penalties and interest charged for late payments which Gretis will not be responsible.
- Processing Payroll. Once the Employer’s payroll LOI is received by Gretis, Gretis will process the Employer’s payroll, and Gretis will provide the Employer with regular payslips through email for each of the Employer’s Employees. Gretis will also provide the Employer with payroll reports with each payroll that is processed. It is the Employer’s responsibility to maintain and protect these documents for possible future use, including potential examination by any government or regulatory agency.
- Service to Employees. As a service to the Employer’s employees, Gretis will keep copies of their Payroll Data for a period of two (2) years. If, for any reason, a copy of a payroll details are needed, the employee can request a copy of his or her Payroll Data for a fee of Rs.1500. Also, as a service to your employees, Gretis will keep copies of their Tax related forms for a period of two (2) years. If, for any reason, a copy of a tax related forms are needed, the employee can request a copy for a fee of Rs.1500 per form. Identification will be necessary.
- Payroll Taxes and Reports. The Employer will pay all payroll taxes and Statutories Directly for its Employee. In case the Employer wants from Gretis an additional Services to prepare Taxes and Statutories/ other of all the employees and file the related reports to the Government Authorities on monthly basis / Six monthly basis / Quarterly or Annually the same is chargeable. At the end of the year, Gretis will prepare and file Form no 16, 16A (in case of consultant) and 24 on the Employer’s behalf.
The investment document of Employees to be provided by the Employer to Gretis to work for the computation.
- Consequences of Termination of this Agreement before Year End. IF THIS AGREEMENT IS TERMINATED PRIOR TO COMPLETING A CALENDAR YEAR, there will be an additional fee for year-end reports and its processing. It is the Employer’s responsibility to change all addresses with all government entities to direct correspondence to the appropriate address. If the Employer will no longer be obligated to pay wages to employees, it is the Employer’s responsibility to close all payroll accounts with all government agencies.
- Government Correspondence (when information is required from Gretis). If the Central and/or State Government entities sends correspondence regarding your payroll Taxes and Statutories, Gretis will respond to those inquires for the Employer at no additional cost as long as you are a current client in good standing. It is necessary that you forward this information to us in a timely manner so that we can respond appropriately.
- Duration and Fees. Gretis’s fee will be calculated @ 5% of the cost to its organization (CTO) for rendering the Payroll services & 2% for the HRMS. The Duration of this contract would be for 3 years which is extendable for next three years.
- Fee Through Electronic Transfers. Upon completion of monthly work the amounts against the invoice shall be transferred in the appropriate accounts on or before 7th of Each month. Should the Employer’s bank for any reason be unable to or unwilling to complete the transaction, Gretis shall have the right to hold Employer’s complete work including Tax managed up-till now until all payments are made to Gretis Gretis will be relieved of any responsibility to process that payroll until good funds are available to process the payroll and make payments to Gretis under this agreement.
- Remedies. The undersigned representative (“Signer”) is duly authorized to sign this Agreement on behalf of the Employer. The Employer and the Signer hereby agree to be jointly and severally liable for the terms of this Agreement and for any and all amounts owing including, without limitation, dishonoured checks, unable to pay free, Non-Sufficient Funds fees and costs, Gretis fees and costs and any and all obligations of Gretis hereunder together with interest thereon at the rate of 0.5% per day(or the maximum allowed by law), court costs, Gretis’s attorney’s fees, its professional fees and costs incurred by Gretis’s attorney’s, accountant’s, expert’s and witnesses and triple damages. The Employer and Signer shall indemnify and hold Gretis harmless from all liabilities, losses, consequential damages, costs and expenses (including attorney’s fees) incurred by Gretis and caused by or arising out of: A) any breach of any provision of the Agreement or contained in any other agreement related hereto; B) any failure by the Employer to comply with any provision of applicable central or state laws, regulations, rules, including, but not by way of limitation.
- Damage Limitation. Other than as specifically set forth in this Agreement, Gretis will not be liable for any damage or loss (including, but not limited to, liabilities, costs, attorney’s fees, professional fees and expenses) to the Employer or its employees arising out of its acts or omissions or those of the Employer or its employees or any third parties. In no event shall Gretis be liable for incidental or consequential damages even if Gretis has been advised of the possibility of such damages. In no event shall Gretis’s total liability to the Employer or its employees pursuant to any claim arising out of or relating to this Agreement or the transactions covered hereby.
- Capacity. The Employer warrants and represents that there are no provisions of any law, whether Central, State or local, or of its certificate of incorporation or organization, by-laws, shareholder agreements, operating agreement or agreement of any kind, nature or description binding upon the Employer, which prohibits the Employer from entering into this Agreement and that the Employer’s performance of the Agreement has been duly authorized and is a binding obligation of the Employer.
- Entire Agreement. The Parties agree that this Agreement is the entire agreement between the Parties and replaces and supersedes any prior agreements, discussions and understandings of any manner between the Parties. Any amendment, modification, change or supplement to this Agreement by Gretis shall be binding upon the Employer. This Agreement shall be deemed drafted by Gretis and Employer and no rule shall be invoked against either Party respecting the authorship hereof. All captions and headings herein are for convenience only and shall not be construed as interpretive or a part of any provision hereof. This Agreement may be signed electronically.
- Termination. Gretis may immediately terminate this Agreement for cause. For purposes of this Agreement “cause” shall mean a material breach of the terms and conditions of this Agreement by the Employer. Except as otherwise set forth herein, this Agreement may be terminated by either party upon thirty (30) days’ prior written notice to the other, however, the Employer’s duty will be to clear all the current and previous payments and Gretis will make sure that all the documents related to the Employees are handed over to the Employer. When Gretis are paid in full for all payrolls run by Gretis upon termination, the Employer will notify its employees thereof or will take other appropriate and reasonable action to apprise its employees of such termination or to arrange for a substitute service.
- Dispute Resolution. All disputes under this Agreement shall be resolved, if not by the Parties, then by the Court; all such disputes shall be resolved in the Panchkula District Court, Haryana. The Parties agree that specific performance of the requirements shall be an available remedy to the Parties for a breach of this Agreement.
- Independent Contractors. Gretis and the Employer agree that each is acting independently of the other, they are not partners nor joint-venturers.
- Optional Services. Provided Employer’s account with Gretis is in good standing and subject to the terms noted above, Employer may select additional services from Gretis at Gretis’s standard rates and fees.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties have caused this Agreement to be executed as of the day and year first written above.
Employer: ______________________________ Gretis India Private Limited
Signature: ______________________________ ___________________________________
By: ____________________________________ CEO
(Please Print Name)
Title: ___________________________________ Dated: _____________________________
Address: __________________________________ Address: S.C.O-95, Sector -3, Panchkula, Haryana- 134109.