NANNYCHEX TERMS AND CONDITIONS
NannyChex is a Colorado corporation having a principal place of business at 6377 S Revere Parkway Suite 101 Centennial CO 80111. NannyChex is in the payroll services business and provides payroll and tax services to employers (“Client”), employing employees in the United States.
These terms and conditions (“Terms”) cover the terms and conditions that apply to use of the NannyChex website (“website”) and the services provided by NannyChex through the website, over the phone, and via email. These Terms may be updated by NannyChex from time to time. Each such update will be posted on website.
1. NannyChex Services
NannyChex provides payroll services, including the calculation (Taxes Only), preparation and provision of payroll checks and deposits, payroll tax reports, and payroll management (Full Service). NannyChex payroll services are based upon information provided to NannyChex by Client regarding Client's business and employee(s). If necessary, a one-time conversion of Client's existing payroll and/or employment data, to the extent that such data conversion is necessary for the preparation and/or provision of the services above. In consideration of use of the website and NannyChex services, Client shall provide accurate, complete, and current information and Client agrees to update information provided to NannyChex to ensure Client information remains accurate, complete, and current. Client must be at least eighteen years of age and lawfully reside in the United States of America. Client agrees to indemnify and hold harmless NannyChex and its affiliates from and against any all fines, losses, or other damages resulting from the inaccuracy of any Client or employee(s) representations set forth in these Terms.
Payroll checks and deposits shall be prepared and provided on a basis consistent with NannyChex’s payroll schedule (weekly, biweekly, semimonthly, monthly, quarterly, or annually) and agreed upon by Client and NannyChex. Payment to NannyChex for the processing of payroll and provision of payroll checks shall be made by electronic funds transfer (EFT) or by credit card, subject to NannyChex approval. NannyChex may charge a convenience fee for credit card payments. Client agrees to place funds in the bank account(s) from which the EFT will be made, or if payment to NannyChex is made by credit card, ensure that Client’s available credit line applicable to such credit card, will be made sufficient to cover all of the payments made by NannyChex on Client’s behalf, as of the date such payments are made. In the event that the funds in Client’s bank account(s) are insufficient to cover all such payments, or the credit card transaction is declined due to insufficient credit, NannyChex may, at its sole discretion, impose a minimum fee of $35.00 for each such instance. NannyChex may, at its sole discretion, also seek to recover from Client or from Client’s employee(s) any payments made to Client’s employee(s) for which Client’s bank account funds and/or available credit are insufficient, and resulting damages incurred by NannyChex. In the event of one or more such instance of an insufficiency of funds in Client’s bank account(s) or lack of available credit, NannyChex may, at its sole discretion, suspend or terminate payroll services, require advance payment prior to preparation of payroll check or deposit, or require Client to issue payroll check to employee(s) directly. In addition, in the event of an insufficiency of funds or available credit, NannyChex may, at its sole discretion, withhold payment of any federal, state, and/or local payroll taxes, the payment of which shall remain the responsibility of Client.
NannyChex audits the payroll for each Client’s employee(s) each billing term; however, NannyChex is not the final auditor of payroll. The Client understands and agrees that they are the ultimate auditor of their own payroll; responsible for making sure their payroll information is accurately processed. By reviewing and auditing their payroll via their billing statement which will be emailed to the Client and posted online to the Client’s web portal, the Client must contact NannyChex and advise of any errors in their payroll within two (2) business days of receipt of their billing statement. If the Client notifies NannyChex within two (2) business days of the receipt of their payroll and it is determined that NannyChex caused the error, NannyChex will fix the payroll error in a timely manner at no charge to the Client. If the Client notifies NannyChex within two (2) business days of receipt of their payroll and the Client caused the error, the Client agrees to pay any and all fees incurred to fix the specified payroll(s) and NannyChex will process the correction within two (2) business days of the notification. If the Client does not notify NannyChex within two (2) business days of receipt of their payroll with any errors, the Client agrees to accept full responsibility for any and all errors within their payroll and agrees to pay any and all fees incurred to fix the specified payroll(s).
Tax Services and Additional Services
NannyChex provides services in addition to Payroll Services, which include, but are not limited to: establishment of Client Tax Accounts (federal, state, and local if applicable), year-end Employee W2 preparation, Employer W3 preparation, Employer Schedule H preparation, payroll tax reporting and payroll tax remittance, state unemployment matters, and maintain general record keeping for a minimum of 5 years from the date of record creation.
NannyChex takes reasonable and appropriate measures to ensure Client personal information is disclosed only to those designated by the Client. NannyChex utilizes encryption and advanced data protection to maintain Client confidentiality, but NannyChex cannot and does not guarantee that Client and employee(s) personal information will not be intercepted by others and/or decrypted.
Client authorizes NannyChex to remit tax payments on their behalf. NannyChex will calculate and inform Client of legally required taxes on each billing statement. Client is responsible for reviewing each billing statement.
NannyChex agrees to help assure tax filing deadlines and deposits are met. In accordance with IRS regulation, Client acknowledges that NannyChex has disclosed to Client that Client is ultimately responsibility for remittance of employer and employee taxes to the appropriate tax agency.
Please refer to website for additional information regarding NannyChex Services.
Limitations on Services
NannyChex is not an insurance company and does not provide or sell workers’ compensation insurance. Client should read individual state statute regarding workers’ compensation requirements to determine whether workers’ compensation insurance is required and it is the Client’s responsibility to purchase workers’ compensation coverage.
NannyChex does not ensure that Client pays employee in accordance with local, state, or federal labor laws and regulations.
2. Authorized Users
Client and Client’s employee(s) shall not, directly or indirectly, use the NannyChex website and services for any use beyond the scope of what is authorized herein. Client is solely responsible for any changes its employees make with regard to information in their records. NannyChex does not review, audit, or otherwise verify the accuracy of employee data and therefore NannyChex is not responsible for any issue that may arise with respect to information provided by or otherwise entered or altered by Client’s employee(s). Client is solely responsible and liable for all employee uses and actions in relation to the NannyChex website or services, or uses and actions of any other person provided access to the NannyChex website or services by Client, including failure to take any action with respect to use of the NannyChex website or services, whether such access and use is permitted by or in violation of these Terms. Client shall be responsible for informing NannyChex of any change in employment status for any Client employee that has been granted access to the NannyChex website or services. Client represents and warrants that all information entered, uploaded, or altered in the NannyChex website is accurate, complete, and was properly collected and entered in accordance will all applicable laws, including but not limited to all applicable data privacy laws. Client represents and warrants that it shall protect all information uploaded from unauthorized use, access, or disclosure or any other security breach or incident. Client shall notify NannyChex within seventy-two (72) hours of becoming aware of any unauthorized use, access, or disclosure or any other security breach or incident relating to the information uploaded on the NannyChex website or otherwise provided for the use of the Provided Services.
NannyChex will provide to Client a billing statement each billing term itemizing Services consistent with NannyChex’s payroll schedule (weekly, biweekly, semimonthly, monthly, quarterly, or annually) and agreed upon by Client and NannyChex. Client agrees to make payment to NannyChex for Services indicated in the billing statement pursuant to the posted fee schedule on the NannyChex website. Client shall pay the entire Service fee(s) applicable to each billing term, upon commencement thereof. The fee schedule may be updated by NannyChex from time-to-time at NannyChex’s sole discretion and any such update will be posted at https://www.nannychex.com/index.cfm/ID/32/Services&Fees/ or such other URL as specified by NannyChex. Any such updates to the fee schedule shall be applicable to the Services due and owing during each subsequent billing term.
Payment of the Service fee(s) shall be made by electronic funds transfer (EFT) or by credit card, subject to NannyChex approval.
Client agrees to indemnify, defend and hold harmless NannyChex, its employees, and agents from any claim, damage or cause of action, of every name, nature and kind, initiated by any employee or payee of Client and/or any creditor, beneficiary, or assignee of Client or of an employee or payee of Client for any action taken by NannyChex in the performance of NannyChex’s obligations or in enforcing any of NannyChex rights under these Terms, except to the extent such cause of action arises out of or relates to the negligence or willful misconduct of NannyChex, its employees or agents. Client further agrees to indemnify defend and hold harmless NannyChex, its employees, and agents from any claim, damage or cause of action, of every name, nature and kind arising out of, or in connection with any fraudulent or criminal acts of Client’s employee(s).
Client further recognizes and agrees that, as an employer, it is Client’s responsibility to comply or ensure compliance with any applicable federal, state, or local law or regulation regarding the employment of any individual. Such laws and regulations may include, but are not limited to, laws and regulations related to hiring practices, the immigration status of an employee, wage compliance, income tax or other tax withholding and/or reporting including electronic delivery of employee W2 forms, the provision of employee benefits, and insurance requirements, including workers’ compensation insurance and/or liability insurance. NannyChex may, from time to time and as part of the Payroll Services herein, provide Client with information regarding NannyChex’s understanding of Client’s responsibilities under such laws or regulations. Client agrees to hold harmless NannyChex, its employees, and its agents for any and all liability resulting from Client’s failure to comply with such laws and regulations, whether or not such failure is based on information provided to Client by NannyChex and whether or not Client’s reliance on such information may or may not be deemed reasonable.
NannyChex or Client may terminate Services without prejudice to any other remedies either party may have in the event that one or more of the above terms is materially breached by the opposing party and such breach is not cured within twenty-four (24) hours of the opposing party’s receipt of notice of such breach.
6. Disclaimer of Liabilities
ALTHOUGH NANNYCHEX USES REASONABLE EFFORTS TO EXERCISE STANDARD PRACTICES TO ENSURE COMPLIANCE WITH APPLICABLE LAW (TO THE EXTENT APPLICABLE) AND TO CORRECT REPORTED ISSUES WITH ANY PROVIDED SERVICES, INCLUDING SOFTWARE, WITHIN GENERAL INDUSTRY ACCEPTED STANDARDS, THE PROVIDED SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND NANNYCHEX AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NANNYCHEX IS NOT RESPONSIBLE FOR ACCURACY OF THE DATA COMMUNICATED. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY NANNYCHEX, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. NANNYCHEX MAKES NO WARRANTIES WITH RESPECT TO, AND HAS NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH, THE OPERATION, PERFORMANCE OR SUITABILITY OF ANY THIRD-PARTY BENEFIT OR INSURANCE PRODUCT OR SERVICE AVAILABLE FOR ENROLLMENT, REGISTRATION, USE OR CONNECTION THROUGH ANY PROVIDED SERVICES. CLIENT ACKNOWLEDGES THAT NANNYCHEX MAY WORK WITH THIRD-PARTY PROVIDERS AND NANNYCHEX SHALL NOT BE LIABLE WITH RESPECT TO SUCH THIRD-PARTY ACTIONS OR OMISSIONS.
7. Limitation of Liability
NANNYCHEX AND ITS AFFILIATES, CONTRACTORS, MEMBERS, MANAGERS, DIRECTORS, ADVISORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR LOSS OF USE, LOST PROFIT, LOSS OF DATA, BUSINESS INTERRUPTION, AND ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE PROVIDED SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NANNYCHEX’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO SERVICES PROVIDED EXCEED THE AMOUNT CLIENT ACTUALLY PAID NANNYCHEX IN CONNECTION WITH THE PROVIDED SERVICES FOR THE TWELVE (12) MONTHS PRIOR TO ANY SUCH CLAIM.
All notices made pursuant to NannyChex Services or these Terms shall be made in writing and either mailed or delivered as follows: NannyChex 6377 S Revere Pkwy Suite 101 Centennial, CO 80111; notices to Client shall be made to the mailing address and/or email address provided by Client.
9. Governing Law
NannyChex Services and these Terms shall be governed by and construed under the laws of the State of Colorado, without reference to principles of conflict of laws. Any litigation hereunder shall have as its venue the Arapahoe Colorado County Court, 18th Judicial District Colorado Court, or the United States District Court of Denver, Colorado if any such litigation is to be brought in Federal court and Client hereby submits to the jurisdiction of such courts.
The Services and these Terms, including any addenda hereto and other agreements, if any, specifically referred to herein, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges and supersedes all prior agreements, writings, commitments, discussions, and understandings between them.
Services may be modified only in writing and only when signed or acknowledged by NannyChex, Client, and/or any third party assignee at the time of such modification. These may be updated by NannyChex from time to time, at its sole discretion, which shall be binding on Client. Each such update will be posted on website.
12. Attorneys’ Fees
NannyChex shall be entitled to collect from Client all costs and expenses, including, but not limited to attorneys’ fees and court costs, incurred by NannyChex in enforcing its rights under the Services or these Terms.
13. Contact Information
Any questions or a request for further information regarding the website or NannyChex services can be directed to NannyChex at PO Box 4278 Greenwood Village, CO 80155
Last updated 01/2021