This Services Agreement (the “Agreement”) establishes the terms governing the relationship among the Customer, InstaClockPRO, InstaClock Staffing LLC (“InstaClock”), and the payroll company designated by InstaClock to serve as the employer of record, as described below. By accessing or using InstaClock Staffing Payroll (the “Payroll Services”) through the InstaClock platform (the “Application”), each party acknowledges that it has read and understands this Agreement and agrees to be bound by its applicable terms.
This Agreement incorporates by reference the terms, policies, and other provisions applicable to the Application (collectively, the “Terms of Service”). InstaClock may revise this Agreement, the Terms of Service, or materials incorporated into them from time to time, subject to applicable law. Unless a revision states otherwise, an update becomes effective when posted. Users should review the applicable terms periodically for changes.
A. Employment Relationship and Employer of Record
When InstaClockPRO accepts through the Application a Customer request or open work request designated for payroll processing (each, a “Payroll Engagement”), InstaClock will designate a payroll service provider (the “Payroll Company”) to act as employer of record for that engagement. For the applicable Payroll Engagement only, InstaClockPRO will be employed by the Payroll Company as a payroll employee (a “Payroll Employee”). Work engagements not designated for payroll processing remain subject to the classification and terms set out in the Terms of Service. InstaClock will arrange for the Payroll Company to assign the Payroll Employee to perform work for the Customer, and the Customer will supervise the work performed.
Except where this Agreement expressly provides otherwise, the Payroll Company is responsible for payroll administration, applicable tax processing and reporting, required government employment documents, and any benefits or insurance it is responsible for providing. The Customer directs and supervises the Payroll Employee’s day-to-day work, and InstaClockPRO is responsible for performing the work agreed upon with the Customer.
B. Hiring Representations, Disclaimers, and Limitations
The Customer acknowledges that its decision to engage an InstaClockPRO as a Payroll Employee is based on the Customer’s own assessment and selection of the individual through a request or open work request submitted in the Application. Neither InstaClock nor the Payroll Company makes a representation or warranty regarding an InstaClockPRO’s skills, experience, background, education, or suitability for a particular role, unless expressly agreed in writing.
InstaClockPRO acknowledges that the decision to accept a Payroll Engagement is based on the individual’s own determination that the work and its terms are acceptable. InstaClockPRO must complete all employment documents that InstaClock and/or the Payroll Company may lawfully and reasonably require to establish the employment relationship, including applicable tax forms and Form I-9 documentation required under federal law (collectively, “Employment Documents”). An individual may not begin work as a Payroll Employee or receive payroll payment through the Payroll Company until the required Employment Documents have been completed, submitted, and accepted by the Payroll Company.
The Customer will continue to submit work requests and arrange payment for InstaClockPRO through the Application. InstaClock provides the platform through which Customers request workers and facilitates the administrative relationship between the Customer and the Payroll Company. Except as expressly stated in this Agreement, InstaClock does not select or direct the Customer’s projects, supervise the work, or decide the terms and conditions of the Payroll Employee’s work, including compensation, performance management, discipline, or termination. The Customer remains responsible for its decision to engage an InstaClockPRO and for directing the work performed. The parties intend that these platform and administrative functions, by themselves, do not establish an employment relationship between InstaClock and InstaClockPRO or make InstaClock a joint employer with the Customer or Payroll Company. InstaClockPRO acknowledges that, solely by participating in a Payroll Engagement, the individual does not become an employee, consultant, or independent contractor of InstaClock and does not provide services to InstaClock through that engagement.
InstaClockPRO is responsible for performing assigned work professionally and for the individual’s own acts, omissions, and negligence, subject to applicable law.
C. Payroll Services
For Payroll Employees assigned to a Customer, the Payroll Company’s services include: (i) calculating and paying wages, including applicable overtime, based on submitted and approved time records; (ii) collecting, paying, and reporting applicable federal, state, and local payroll taxes; (iii) administering unemployment claims; (iv) administering wage garnishments and related wage deductions; and (v) providing workers’ compensation coverage as applicable. The Payroll Company is responsible for any health, disability, retirement, welfare, or pension benefits it provides, to the extent applicable and subject to eligibility requirements and governing plan terms.
D. Control of the Workplace
The Customer and InstaClockPRO acknowledge that the Customer controls the workplace where the Payroll Employee performs services. Neither InstaClock nor the Payroll Company is responsible for controlling the Customer’s worksite, except to the extent a responsibility is imposed by applicable law or expressly stated in this Agreement.
E. Supervision of Payroll Employees and Scope of Work
The Customer retains responsibility for the day-to-day supervision, direction, and control of each Payroll Employee assigned to it. The Customer is responsible for implementing and enforcing applicable workplace laws, rules, safety requirements, and procedures intended to protect the Customer’s property, including intellectual property, against theft, misappropriation, or embezzlement.
The Customer acknowledges that Payroll Employees are employed by the Payroll Company for payroll and related employment-administration purposes, including the provision of certain legally required benefits where applicable. Except for the responsibilities expressly assigned to it in this Agreement or by law, InstaClock does not control the Customer’s work assignments, supervision, payroll practices, or other conditions of work. The Payroll Company’s role is limited to the employment-administration responsibilities described in this Agreement and those imposed by applicable law.
F. Compliance with Laws, Rules, and Regulations
The Customer must comply with all applicable federal, state, and local laws, regulations, and rules relating to its business, workplace, employees (including Payroll Employees), workplace safety, and government contracting. The Customer must also follow reasonable health and safety directives issued by the Payroll Company’s workers’ compensation insurer or a government agency. The Customer must comply with the Payroll Company’s lawful determination of a Payroll Employee’s exempt or non-exempt classification for applicable overtime purposes.
InstaClockPRO may not work more than eight (8) hours in a day or twenty-nine (29) hours in a week without express written approval from the Customer, InstaClock, and the Payroll Company. This provision is subject to applicable law and does not authorize any arrangement prohibited by law.
Regardless of the Payroll Company’s role in determining overtime classification, the Customer remains responsible, to the extent provided by applicable law and the parties’ arrangements, for wages attributable to work performed for the Customer that remain unpaid, including back wages or liquidated damages awarded in connection with a challenge to an overtime classification.
G. Equal Employment Opportunity and Workplace Laws
The Payroll Company is an equal opportunity employer. Employment decisions will not be based on race, color, religion, sex, national origin, age, creed, ancestry, veteran or military status, disability unrelated to the essential functions of the position, or any other status protected by applicable law. The Customer and each Payroll Employee must comply with applicable federal, state, and local laws prohibiting unlawful discrimination and harassment.
H. Policy Against Sexual Harassment and Other Unlawful Harassment
InstaClock, the Payroll Company, and the Customer prohibit sexual harassment and other unlawful workplace harassment. The Customer is responsible for providing Payroll Employees with training concerning their rights and responsibilities under applicable anti-harassment laws and for meeting any additional training requirements that apply to a Payroll Employee because of employment through the Payroll Company. The Customer and Payroll Company will provide written information describing applicable policies and employee rights and responsibilities.
The Customer must promptly notify the Payroll Company of any complaint alleging unlawful harassment by or against a Payroll Employee and must conduct a prompt and thorough investigation. After being notified, the Payroll Company may assist with an investigation; unless otherwise agreed or required by law, the Customer will bear the costs of that assistance.
InstaClockPRO should promptly report any concern about unequal treatment, discrimination, or harassment to InstaClock using the current support contact information published in the Application or on InstaClock’s official website.
I. Required Notifications
The Customer must deliver written notices and payroll-related communications to InstaClock in the manner and within the timeframes specified in the Terms of Service.
InstaClockPRO must promptly notify the Customer of any work-related injury arising from services performed for the Customer. Within three (3) days after receiving notice of a work-related accident or injury, the Customer must provide written notice to InstaClock. The Customer must also notify InstaClock in writing within three (3) days after receiving any garnishment order, involuntary deduction order, IRS lien notice, or other legal process affecting wages payable to a Payroll Employee.
J. Disclaimers
To the extent permitted by applicable law, the Customer and InstaClockPRO acknowledge the following:
1. InstaClock provides an online platform through which Customers and workers connect and arrange services. Except for obligations expressly assumed by InstaClock in this Agreement or imposed by law, InstaClock is not responsible for the Payroll Company’s breach or failure to perform, or for an act or omission of the Payroll Company, Customer, or InstaClockPRO.
2. Except for obligations expressly assumed by the Payroll Company in this Agreement or imposed by law, the Payroll Company is not responsible for a breach or failure to perform by InstaClock or the Customer, or for an act or omission of InstaClock, the Customer, or InstaClockPRO.
K. Change of Payroll Company
InstaClock may designate a replacement third-party payroll provider (a “Replacement Payroll Company”) to perform the Payroll Services. If InstaClock makes such a designation, or otherwise directs the Customer to do so, the Customer must reasonably cooperate with the Replacement Payroll Company to help maintain continuity of service. If InstaClock directs the Customer to assume employer responsibilities temporarily, the Customer must, to the extent legally permissible, assume the applicable employer obligations and arrange for payroll services and workers’ compensation coverage until the Replacement Payroll Company takes over. If directed by InstaClock, the Customer must notify affected Payroll Employees of any change in payroll, workers’ compensation, or health coverage. Any transition will be handled in accordance with applicable law.
L. General Provisions
Governing Law and Venue
This Agreement and any related dispute will be governed by the law specified in any applicable arbitration provision incorporated into this Agreement, without regard to conflict-of-law rules that would require the application of another jurisdiction’s law. To the extent a lawsuit is permitted under the applicable dispute resolution provisions, the Customer and InstaClockPRO consent to personal jurisdiction and venue in the state and federal courts serving the county in which the Customer’s principal place of business is located, solely for a lawsuit brought there by the Customer or InstaClock arising out of or relating to the Payroll Services or this Agreement.
Severability
If a court or other authorized tribunal finds any provision of this Agreement invalid or unenforceable, the remaining provisions will remain in effect. The affected provision will be construed or limited to the maximum extent permitted by law so that it may be enforced to the extent legally permissible.
No Assignment
Neither party may assign, subcontract, delegate, or otherwise transfer this Agreement or its rights or obligations under it without the other party’s prior written consent, and any attempted transfer in violation of this requirement will be void to the extent permitted by law. This Agreement will bind permitted successors and assigns. Any exception to this restriction must be documented in writing and must comply with applicable law.
Waiver
A party’s decision not to enforce a provision on one occasion, or its waiver of a breach, does not waive that provision or any other provision on a later occasion.
Execution, Delivery, and Binding Effect
The parties intend to be legally bound by this Agreement through their use of the Payroll Services provided through the Application, subject to any additional acceptance or execution requirements imposed by applicable law.