TruePayroll Global — Terms of Use

The Service is offered for business use only — to accounting firms, their authorized staff, the employer organizations they serve, and those employers' workers. It is not offered for personal, family or household use.

By using the Service you represent that you are at least 18 years old, capable of entering into a binding contract, and — where you use the Service on behalf of an organization — that you have the authority to bind that organization to these Terms. In that case "you" refers to both you and that organization. If you do not agree to these Terms, or do not have that authority, you must not use the Service.

• Accounts are provisioned by the platform or by your firm administrator; there is no self-serve signup. You must provide accurate account information and keep it current.
• You are responsible for keeping your credentials confidential and for all activity that occurs under your account. Credentials must not be shared between individuals.
• Multi-factor authentication is mandatory for firm and platform roles and must not be circumvented or disabled.
• You must notify us promptly at presales@ctgs.in if you suspect that your credentials or account have been compromised. We may suspend access where reasonably necessary to protect the Service or the data in it.

You may use the Service only for your organization's internal payroll operations — including, for accounting firms, operating payroll on behalf of your clients under your agreement with them. You must not:

• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying structure of the Service;
• resell, rent, lease or sublicense the Service, or make it available to any third party other than as the bureau model described in these Terms contemplates;
• use the Service to develop, or assist anyone in developing, a competing product, or publish benchmarks of the Service without our written consent;
• probe, scan or test the vulnerability of the Service, circumvent any security or access control, or interfere with its operation;
• access the Service by automated means outside its documented interfaces, or use it in violation of applicable law.

TruePayroll Global is a payroll bureau platform: an accounting firm processes payroll on behalf of its employer clients using firm staff accounts and a client switcher. Employers and their workers access only their own records. The firm and the employer are responsible for the accuracy, completeness and timeliness of the data they enter and the approvals they give.

Live money movement (employer funding and employee disbursement) and tax filing are subject to service activation, identity and bank verification, and any agreements required by our banking and filing partners. Until activated for a given account, these features operate in simulation mode and no live funds are moved and no filings are made.

Where live money movement is active, payroll funds are held in accounts at partner financial institutions for the benefit of the employers concerned, and disbursements are made only after the corresponding employer funding has settled or been guaranteed.

• Fees for the Service are billed to the accounting firm under the applicable order form or price book. The platform does not charge the firm's clients or their employees, and no commission construct exists.
• Fees are collected through our billing provider, are exclusive of applicable taxes, and are non-refundable except where required by law or expressly agreed.
• Fees are collected on a rail separate from payroll funds and are never deducted from, or netted against, payroll money.
• We may suspend access for non-payment after reasonable notice.

CapriTech and its licensors own the Service, including its software, design, documentation and trademarks. We grant you a limited, non-exclusive, non-transferable right to use the Service for the duration of your subscription, subject to these Terms. No other rights are granted.

The data you and your organization submit remains yours. You grant us only the rights needed to host, process and transmit that data in order to provide the Service. If you give us feedback about the Service, we may use it without obligation to you.

The Service relies on third-party providers, including banking and ACH partners, tax calculation engines, tax filing services and billing processors. Their services are governed by their own terms, and banking services are provided by partner financial institutions, not by CapriTech. We do not control third-party services and are not responsible for their outages or errors, though we will make reasonable efforts to mitigate any impact on you.

Each party will protect the other's confidential information with at least reasonable care and use it only as needed to perform under these Terms.

Employee payroll data — including Social Security numbers and bank details — is processed on behalf of the employer, with CapriTech acting as a service provider. Our handling of personal data is described in the Privacy Policy. The firm and the employer are responsible for having a lawful basis for the processing they direct and for giving their workers any required notices.

The Service is a software tool. It does not provide legal, tax, accounting or financial advice, and its outputs — calculations, reports, filings and reminders — must be reviewed by qualified professionals. The accounting firm retains its professional responsibility to its clients.

To the maximum extent permitted by law, the Service is provided "as is" and "as available", without warranties of any kind, and we do not warrant that it will be uninterrupted or error-free.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages, and our aggregate liability arising out of the Service is capped at the fees paid by the firm for the Service in the twelve months preceding the event giving rise to the claim. [Caps and carve-outs — counsel to confirm.]

Either party may terminate as set out in the applicable subscription agreement. We may suspend or terminate access for material breach of these Terms, non-payment, or a genuine security risk. On termination your access ceases; we will provide a reasonable window to export your organization's data, subject to legal retention obligations. Provisions that by their nature should survive termination (including confidentiality, ownership and liability limits) survive.

We may update these Terms from time to time. We will post the revised version with its updated date and give reasonable notice of material changes to firm administrators. Continued use of the Service after the effective date of a change constitutes acceptance of the revised Terms.

These Terms are governed by the laws of [Jurisdiction — counsel to confirm], without regard to its conflict-of-laws rules, and disputes will be resolved in the courts or forum of [Jurisdiction — counsel to confirm].

CapriTech Global Services Pvt. Ltd., Mumbai, India — presales@ctgs.in.