Terms and conditions

These terms govern the relationship between EA GROUP, LLC, d/b/a Expert Accounting Group (the Provider), operator of Xpayroll, and the company or person that contracts the service (the Client). They establish which services are provided, how payments are authorized and funded, and the protections and responsibilities of both parties.

1Acceptance and representation

The agreement takes effect upon electronic acceptance or signature. The person who accepts represents that they are of legal age and have authority to bind the Client.

2Included services

Xpayroll is a solution for business owners and accountants that makes it possible to process payrolls, calculate compensation, deductions and withholdings according to the approved information and configuration, generate pay stubs and reports for processed payrolls, and manage direct deposits to employees and payments to contractors in Puerto Rico. The features and fees will be those of the accepted plan.

Once the corresponding authorizations and activations are completed, Xpayroll will manage the deposits of income tax withheld from employees with the Puerto Rico Department of the Treasury (Hacienda); Social Security and Medicare, including the applicable employer and employee portions, and FUTA with the IRS; and child support remittances to ASUME according to the orders provided. ASUME is a child support withholding and not a tax. Payments will be attributed to the correct employer, period and concept, and will be processed according to their legal schedule, which may differ from the employee's pay date.

3Excluded services and separate engagement

Xpayroll does not provide time and attendance tracking or human resources administration services. The Client determines hours worked, classification of employees and contractors, overtime, leave, benefits, deductions and employment decisions; any calculation or record available does not replace those functions.

The preparation or filing of quarterly or annual reports or returns, W-2PR statements, 480 informative returns, Forms 941 or 940, reports to the Department of Labor, compliance procedures, representation before agencies and accounting are not included. Generating payroll reports or making a deposit is not the same as filing those documents. Payments to the Department of Labor, CFSE, retirement plans or contractor withholdings are not included either, unless there is an express agreement identifying the service. The Client may separately engage EA GROUP, LLC, d/b/a Expert Accounting Group, through an engagement letter with its own fees.

4Service onboarding and authorized users

Starting payments requires verification of identity, bank account ownership, employer information, authorizations and approval by the processor and the banks. The Client will provide the EIN, agency accounts and registrations, payroll history and year-to-date totals, deposit frequencies, rates, ASUME orders and any other necessary data, and will update any change before the next transaction. Debts or omissions prior to activation will not be assumed without a written engagement.

The Client will designate users with permissions appropriate to their duties and will remove access when they are no longer authorized. An accountant or administrator must have a mandate from each employer to access its data, approve payrolls or instruct payments. They are not personally liable for the employer's debt merely because they administer its account, without prejudice to their own unlawful acts or a separate and express guarantee.

5Review and approval of instructions

Before submitting each payroll or payment, the Client will review payees, classification, hours, wages, fees, deductions, withholdings, totals, bank accounts, periods and pay date. Approval constitutes an instruction to process the identified amounts. Xpayroll will apply reasonable controls and may request additional confirmation in the event of bank changes, unusual transactions or suspected fraud.

The Client will immediately report errors through the official channels and will review reports and confirmations as soon as they are available. The Client will not submit another payroll to correct a previous one without coordinating it, to avoid duplicates. Late notice may affect the recovery of funds, but does not automatically extinguish legally recognized rights or claims.

6Cutoff time and pay date

For funds to be available to the payee on the requested pay date, the payroll must be complete, approved and received for processing at or before 2:00 p.m., Puerto Rico time, at least two banking business days before that date. Saving a draft or uploading a file without approval does not meet this requirement. The platform will confirm its receipt and the accepted date.

Banking business day means Monday through Friday, excluding holidays or closures affecting the participating banks, the Federal Reserve or ACH processing. For a Friday payment, the ordinary cutoff is Wednesday at 2:00 p.m., if there are no holidays. When there is an intervening closure, submission must be moved earlier. A non-banking date will require selecting a valid banking date compatible with the employer's employment obligations.

Late, incomplete or pending-validation instructions may move to the next available date, which will be communicated to the Client. There is no automatic right to same-day processing. Timely receipt is necessary, but availability also depends on valid authorizations, approval and operation of the banking network; it does not guarantee the absence of rejections by the receiving account. The employer will coordinate a lawful alternative if a payment cannot be completed on time.

7Accepta Pay and ACH authorizations

Xpayroll uses Accepta Pay as its payment processor to interact with banks through ACH files and transactions subject to Nacha format and rules, as well as applicable banking and legal requirements. The service requires prior acceptance of the corresponding processing agreements. These terms do not replace those agreements or create obligations for Accepta Pay that have not been assumed by that company.

The Client will sign a separate bank authorization identifying the accounts, payroll debits, taxes, remittances and permitted charges, their amount or method of determination and the revocation procedure. The Client will obtain and keep valid authorizations from employees and contractors and will provide them when requested. Account changes or revocations will apply to future transactions according to the communicated time frames and the law; they do not cancel transactions that are already irrevocable or extinguish debts.

Third-party accounts may not be used without verifiable authorization. The Client will cooperate with verifications, document requests and reasonable reviews related to its ACH transactions. Recovery of funds sent to an incorrect account is not guaranteed. Reversals and cancellations will only proceed for the causes, procedures and time frames allowed by the applicable rules; the employer's lack of funds does not authorize reversing wages already paid.

8Availability of funds and reimbursement

The Client will maintain sufficient collected and available funds in the authorized account from the time required for the debit until its final settlement, to cover net pay, taxes, employer contributions, ASUME and authorized charges. A ledger balance, pending deposit or unavailable line of credit does not satisfy this obligation. The Client will not block valid debits or withdraw committed funds.

If Accepta Pay pays the employees or remits payments to the agencies and the bank then rejects or returns the debit to the Client's account for insufficient funds, the Client must reimburse Accepta Pay the full amount disbursed and not recovered. The Client's lack of funds does not cancel payments already made or authorize withdrawing wages deposited into employees' accounts solely for that reason.

The Client must make the reimbursement within three banking business days following notice of the return or lack of funds. The money must be received and available for Accepta Pay's use within that period; initiating a transfer or delivering a payment pending collection is not enough. The notice will detail the amount owed, the payments made and the instructions for reimbursing it. If another entity entitled to receive the reimbursement must be paid, documentation proving it will be provided.

This three-day period does not allow the Client to process payrolls without funds or extend the legal dates for paying wages, taxes or ASUME remittances. If the bank later recovers any amount already reimbursed by the Client, the account will be reconciled and any duplicate charge will be refunded.

Return fees and other applicable expenses will be only those included in the fee schedule previously accepted by the Client and permitted by law. These terms do not impose interest, penalties or automatic personal liability on the owners or representatives of the company. If the Client objects in good faith to any amount, its claim will be promptly investigated; in the meantime, it must pay the portion that is not in dispute. This reimbursement mechanism does not constitute a line of credit or require Accepta Pay to process new payrolls or payments without sufficient funds.

9Suspension for insufficient funds and reserve account

If during the term of the service the Client accumulates three incidents of insufficient funds to cover payroll or its agency payments, the direct deposit and agency payment services will be deactivated immediately. Each payroll or collection cycle will count as a single incident, even if several debits related to that same payroll are returned. Incidents caused exclusively by errors of Xpayroll, Accepta Pay or the bank will not be counted. The Client will receive a notice with the details of the incidents and the pending transactions.

To continue using these services or request their reactivation, the Client must pay the outstanding amounts and deposit a reserve with Accepta Pay. This reserve will be equal to the average cost of a regular payroll, including net payments to payees and the corresponding payments to agencies. The average will be calculated using the last six regular payrolls processed. If there are fewer than six, the available ones will be used; if there is not enough history, a properly documented regular payroll will be used. Duplicate payrolls will not be included, and extraordinary payments will be identified separately. The Client will receive the calculation in writing.

Before delivering the reserve, the Client and Accepta Pay must enter into an agreement explaining who will be the account holder, who will administer the funds, what they may be used for, how they will be protected and what risks exist. It will also establish whether the reserve earns interest and to whom it belongs, when it must be replenished, how its amount will be adjusted and when it will be returned. The reserve is not a service charge and does not replace the obligation to maintain sufficient funds for each payroll. Nor does it limit the amounts the Client may owe. It may only be applied to authorized obligations of that same Client, and each use must be documented. It should not be assumed that the reserve is covered by deposit insurance.

At the end of the service, the available balance of the reserve will be returned according to the agreement, after completing pending payments and the expiration of the applicable periods for bank returns or claims. Any amount withheld must be explained and documented.

Xpayroll may suspend new transactions before the third incident if there are past-due debts, suspected fraud, a bank order or a significant risk of loss. This power does not allow withholding the Client's funds without a valid contractual or legal reason.

10Agency payments and evidence

The Client authorizes the payments included in the activated service and will keep its deposit schedules, obligations and delegated access up to date. Accepta Pay will process authorized payments in a timely manner and will provide the details and available evidence of their submission, acceptance or rejection. An instruction sent is not the same as a payment accepted by the agency. Known rejections will be communicated promptly, with steps to correct them and avoid duplicate payments.

The employer retains its legal obligations to withhold, pay and file even when it contracts these services. It must verify its payments in EFTPS, SURI and the applicable ASUME systems, keep its official address with the agencies up to date and immediately forward any notice received. Xpayroll will help clarify the payments it has managed. That legal responsibility of the employer does not eliminate the Provider's contractual liability for its own errors.

ASUME orders must be delivered complete and on time, with identification, amount, priority, legal limits and remittance data. The Client will handle new or modified orders and payments outside the system. Payments for historical periods, adjustments unrelated to processed payrolls and new remittance categories require express acceptance.

11Security and permitted use

The Client will use individual credentials, multi-factor authentication when available and appropriate approval controls; will verify bank changes through a trusted channel; and will immediately report suspicious access or payments. Fraud, impersonation, access to other people's data, malicious code, unauthorized penetration testing and interference with the service are prohibited. Xpayroll may block suspicious transactions and preserve evidence for investigation. Attribution of a transaction will not depend solely on the use of a password; the available authorizations, controls and facts will be evaluated.

12Confidentiality and personal data

Each party will protect the other's non-public information and limit its use to the service, security and legal obligations. The Client's data and records will remain its property, without affecting the rights of employees and contractors. The Client will provide lawfully obtained data and give the notices and obtain the consents required. The Provider will not sell personal payroll data or use the Client's names or logos in advertising without consent.

The Provider will apply reasonable technical and organizational measures, access and backup controls, and will require data protection obligations from vendors that need to access data. It may share only the necessary information with Accepta Pay, banks, agencies and other essential processors. Legally required disclosures will be notified when permitted. Security incidents will be communicated and handled according to the law, with cooperation to contain them and mitigate their effects.

The Privacy Policy, which must be available before acceptance, will detail the categories and purposes of data, relevant vendors and transfers, retention, deletion and channels for exercising rights. No general authorization exempts compliance with applicable laws. The Client will keep its original records and periodically export its reports. Confidentiality survives termination.

13Fees and intellectual property

The price, billing frequency, renewal, taxes on the service and charges per transaction, return or additional services will be those of the accepted plan or proposal. Fees will not be deducted from funds intended for employees or agencies without specific authorization and legal basis. Fee changes will be announced at least thirty calendar days in advance; the Client may cancel before they take effect without penalty for that change. Charges disputed in good faith will be reviewed with evidence and improper charges will be refunded.

The Provider and its licensors retain the rights to the platform. The Client receives a limited, non-exclusive and non-transferable license during the service for the authorized entities, including administration by accountants of their enabled clients. The Client may not copy, resell, sublicense, reverse engineer or exploit the system beyond what is permitted by law or written authorization. This restriction does not limit downloading and using its own data and reports.

14Subscription and billing

Plans and applicable charges. The Client will pay the charges corresponding to the selected plan, including charges for additional workers and other expressly authorized services. The prices, included features and limits of each plan will be disclosed before contracting and will appear in the subscription confirmation. For these purposes, the term workers includes both employees and contractors registered for payment processing.

Free period and first charge. The subscription will include a free trial period of thirty calendar days from the subscription date. At the end of that period, the first subscription charge will be made, covering the next month of service in advance. The subscription confirmation will indicate the expiration date of the free period and the date of the first charge. The free period applies to the subscription charge and does not include the setup fee, the funds needed to make payments or other previously disclosed and accepted charges.

Renewal and billing authorization. The subscription will renew automatically for monthly periods and will be charged in advance at the start of each cycle, through the payment method authorized by the Client, until the Client requests cancellation. Before contracting, the Client will be informed of this renewal and will expressly authorize the recurring charges. If the Client cancels before the end of the free period, the first month of subscription will not be charged.

Initial setup fee. The Essential and Plus plans require an initial setup fee that will be charged upon contracting, even if the subscription is in its free period. This fee covers the communication, collection and review of documents to submit the application to Accepta Pay, validate the bank account and set up payment processing. Its amount and scope will be disclosed and accepted before it is charged. The Basic plan does not require this fee. Payment of the setup fee does not guarantee approval by Accepta Pay or the participating banks.

Applicable taxes. The 11.5% IVU (sales and use tax) will be added to the digital subscription charge, itemized separately on the invoice, unless a valid exemption applies. Other charges will be subject to the tax treatment that applies under the law.

Cancellation and end of cycle. The Client may request cancellation at any time through the official channels. Cancellation will take effect at the end of the current subscription cycle, and the Client will retain access to the service until that date, subject to the other conditions of this agreement. No renewals or subscription charges will be made for cycles after the effective cancellation date. There will be no proration or refunds for unused days when cancellation is voluntary. This provision does not limit the refund of improper charges, unused funds intended for payments or reserves, or other refunds expressly recognized in this agreement.

15Availability and third-party vendors

Xpayroll will maintain the service with reasonable diligence, address incidents and communicate foreseeable maintenance and material feature changes. It does not guarantee uninterrupted operation or universal compatibility. Engaging processors or subcontractors does not eliminate its own obligations; nor does it make it a guarantor of acts of third parties beyond its control. The parties will cooperate to trace payments and reduce losses. An external link does not automatically incorporate its terms into this agreement.

16Errors and liability of the parties

The Provider will correct at no charge the errors attributable to its processing and will be liable for the proven direct damages it causes through breach. If a contracted and timely authorized agency payment fails due to its error, despite having correct funds and data, it will assume the penalties and interest directly attributable to that error and will help request their removal. The principal of the legally owed tax will remain the employer's responsibility, without prejudice to returning or correctly applying funds already received.

To the extent permitted by law, the Provider's cumulative liability for ordinary direct damages arising from this agreement will not exceed the fees paid by the Client for the twelve months preceding the event. This limit does not apply to restitution of payroll, tax, ASUME or reserve funds; fraud, willful misconduct or gross negligence; breaches of confidentiality or data protection; penalties and interest assumed in the preceding paragraph; or non-waivable liabilities. Money intended for third parties is not considered a fee.

Neither party will be liable for lost profits or indirect damages, except in the cases excluded from the preceding limit or when the law provides otherwise. Each party will indemnify the other for third-party claims in the proportion caused by its breach, unlawful conduct or negligence; it will not cover the fault of the indemnified party. There will be timely notice, cooperation and reasonable control of the defense, without settlements that impose obligations on the other party without its consent. Enforceable monetary remedies will not be limited to subscription credits.

17Force majeure and continuity

Hurricanes, floods, earthquakes, fires, wars, government actions, widespread interruptions of power, telecommunications or banking networks and other events beyond reasonable control may temporarily excuse the affected obligation, only to the extent and for the time they prevent its performance. A cyberattack is not an automatic excuse if a lack of reasonable controls contributed to it. Ordinary lack of liquidity and avoidable errors of the affected party are not force majeure.

The affected party will give notice as soon as reasonably possible, identify the compromised transactions, mitigate the damage and seek to restore the service or coordinate safe alternatives. The event does not extinguish payment obligations already accrued, reimbursement or refund of funds, nor does it by itself extend legal deadlines for wages or agencies. If the substantial disruption exceeds thirty calendar days, either party may terminate the service without termination penalty, and prepaid fees for services not provided will be adjusted.

18Suspension and termination

The Client may cancel at any time and will retain access until the end of the current cycle, without subsequent renewals or proration for unused days; if the Client cancels during the thirty free days, the monthly subscription will not be charged, although the setup fee will be governed by the accepted conditions.

The Provider may terminate the service with thirty days' notice or suspend it immediately for lack of funds, fraud, security or a legal or bank order, notifying the affected transactions; termination does not eliminate outstanding debts and the Client will have at least thirty days to obtain its records, while unused funds and reserves will be returned according to the applicable agreements and prepaid service not provided will be refunded if the Provider terminates without cause or breaches the agreement.

19Notices and amendments

Notices will be sent to the registered email address and may be accompanied by notifications on the platform. The Client will keep its contact information up to date. Before contracting, Xpayroll will identify the official channels for support, claims, privacy and cancellation; the Client's notices through those channels will generate proof of receipt. Passwords or changes to funding accounts will not be requested through unverifiable instructions.

Material changes to these terms will be communicated thirty calendar days in advance, with access to the revised version. They will not have retroactive effect. The Client may cancel before they take effect; when the law or the nature of the change requires express consent, it will be obtained before applying it. Urgent security measures or those required by law may take effect sooner, with an explanation and notice as soon as possible. Debits or reserve obligations will not be altered without the corresponding authorizations.

20Claims and governing law

The parties will seek to resolve claims in writing, providing the information needed to investigate. If there is no resolution within thirty calendar days of receipt, they may go to the competent courts of Puerto Rico. This process does not prevent requesting urgent measures nor does it suspend or shorten legal time limits unless validly agreed. The laws of Puerto Rico and the applicable federal laws will apply; rights and remedies that cannot be waived are preserved. No mandatory arbitration or shortened contractual period for bringing claims is imposed.

21Entire agreement and relationship between the parties

These terms, the accepted plan and the applicable specific authorizations and agreements constitute the agreement on the service. In the event of conflict, mandatory law will prevail; the bank and reserve agreements will govern their specific subject matter, and the remaining annexes will only modify these terms when they expressly so indicate and are accepted. No incorporated document will impose on the Client material obligations that were not provided to it before acceptance.

The Provider acts as an independent contractor and not as an employer, joint employer or general manager of the Client's business. No partnership or implied personal guarantee is created. Accepta Pay may enforce the reimbursement rights expressly granted to it for disbursements made, without duplicate collection; this does not impose obligations on it that it has not accepted. Nothing limits the legal rights of employees, contractors or agencies.

The Client will not assign the agreement without the Provider's reasonable consent. The Provider may assign it to a successor that assumes its obligations, with prior notice and the Client's right to cancel before the transfer, subject to legal and privacy restrictions. The invalidity of one provision does not void the others. Not exercising a right immediately does not imply waiving it. Obligations of reimbursement, settlement of funds, confidentiality and liability for events occurring during the term will survive.

22Contact us

For privacy inquiries, requests related to your data or reports of possible incidents:

EA GROUP, LLC, d/b/a Expert Accounting Group
Platform: Xpayroll
Email: [email protected]
Phone: 787-736-5020