Employ
RecruitPayroll services agreement
Updated
- February 2026
The present Payroll Services Agreement (the “Agreement”) is made and entered into by and between Horizons Global Technology Pte. Ltd., a Singapore company d.b.a. Remote People (the “Provider”), and the company that is executing this Agreement (the “Client”) with the Provider; each referred to as a “Party” and together as the “Parties”.
In consideration of the mutual covenants contained below, the Parties agree to be bound by the terms and conditions as follows:
01. Services
Services. The Client desires to retain specific payroll payment services (the “Payment Services” or “Services”) to support in the payment of its workforce, depending on the country of hire, according to the methodology and timeline as further detailed in relevant duly executed proposals under this Agreement (the “Proposal”).
Payroll Payment Partner. The Client understands and agrees that the Payment Services will be performed by a local in-country affiliated entity or an external provider (the “Payroll Payment Partner”); and the Client further authorizes the Provider to use such local Payroll Payment Partner.
Provider’s Obligations. The Provider shall ensure the specific Services set forth in any Proposal are performed with all due skill, care and diligence, in a good and workmanlike manner, and in conformity with generally recognized industry standards for similar services and all applicable legislation.
The Provider represents to the Client that it has executed a due diligence investigation on the Payroll Payment Partner, and represents and warrants that the Payroll Payment Partner, used in the provision of the Payment Services, has and maintains all required applicable licenses and/or permissions necessary to perform the Payment Services for the Client. In the event the Provider becomes aware or suspects that the Payroll Payment Partner may lose any such licenses and/or permissions, the Provider shall immediately notify the Client.
The Provider furthermore ensures that all personnel of the Payroll Payment Partner appointed to perform the Payment Services possess the appropriate qualifications and the requisite skills, knowledge and expertise to participate in, execute and implement the matters set out therein.
Client’s Obligations. To help the Provider provide the Payment Services through its Payroll Payment Partner, the Client undertakes to (i) make available, provide, and/or deliver, on the request of the Provider or its Payroll Payment Partner, all necessary information, materials, context, and instructions and cooperate with all other reasonable requests from the Provider or its Payroll Payment Partner; (ii) ensure that such information, materials and context are provided in full compliance with any applicable laws and regulations; (iii) notify the Provider immediately if any event or circumstance arises that may impact the performance of the Services by the Provider or its Payroll Payment Partner; and, (v) bear all undisputed costs related to the Services according to each applicable Proposal.
Furthermore, due to the nature of the Payment Services, the Client understands and agrees that it is responsible for strict adherence to the Services Methodology, which includes paying all necessary and/or requested funding on time to the Payroll Payment Partner, otherwise it may impact the performance of the Payment Services. The Client further understands that should no funds have arrived – or should only part of the funds have arrived – to the Payroll Payment Partner by the deadline mentioned on the Services Methodology, performance of Payment Services will be impacted, and payment to Client’s workforce will not be processed. In such cases, the Client acknowledges and agrees that it will be solely liable for any resulting issues or delays.
02. Services Methodology
Payment Services Strategy. The Client understands and agrees that the Payment Services will be performed according to a specific methodology and timeline detailed on this Agreement and its applicable Proposal(s). Furthermore, the Client understands and agrees that payment Services Methodology may differ from country to country, and depending on the applicable Payroll Payment Partner.
Payment Services Methodology. Upon the Client’s approval of the Provider’s terms and conditions, and before commencement of the Services, the Payroll Payment Partner will share a list of documents and information needed from the Client, including, but not limited to, employment agreements, employees banking details, contact details.
- The Client must inform both the Provider and its Payroll Payment Partner about changes to its payroll (bonus, expenses, commission, taken and nature of leave, etc.) on time, as per the timeline detailed on the Proposal(s), and workforce (increase of salary, change of employees details, bank details, new joiners, departing employees, etc.);
- The Client further understands that any change requested behind schedule will be reflected and adjusted in the following payroll cycle;
- The Payroll Payment Partner will prepare the gross-to-net calculations and submit to the Client for review. The Client must approve the calculations on time, as per the timeline detailed on the Proposal(s). Upon receipt of approval, the Payroll Payment Partner will issue a final payroll report, showing the net salaries and statutory amounts (the “Final Payroll Report”) and issue a funds request to the Client to submit the funds to the Payroll Payment Partner’s bank account (the “Funds Request”), on time, as per the timeline detailed on the Proposal(s);
- Once the required monies (or “payroll funds”) are paid into the Payroll Payment Partner’s bank account with the correct references by the Client, the Payroll Payment Partner will process the payroll: salaries will be paid to all workforce, and all applicable contributions will be made with relevant authorities or organisms; and the Provider will invoice the Client for their Services Fees (which does not include the salaries and statutory monies).
Discrepancy between Funds Request and Amount Remitted. In the event that the fund request is greater than the amount remitted, the balance will be credited on the next fund request.
03. Term - Termination
Term. The term of this Agreement shall commence on the start date, as set out in the applicable Proposal, and shall remain in full force and effect until the occurrence of a stipulated termination condition and the full completion of all settlements and payments.
Notice of Termination. Either Party may terminate this Agreement and/or any Proposal for any reason by giving 60 calendar days’ written notice to the other Party.
Termination for Cause. Either Party may terminate this Agreement for cause, by giving 20 calendar days’ prior written notice to the other Party, upon the occurrence of any of the following events: (i) any of the Parties is placed into receivership or becomes insolvent; (ii) where any event occurs, or circumstance arises which gives the Provider reasonable grounds to believe that the Client will be unable to fulfill its obligations under this Agreement and/or any Proposal.
Termination for Loss of Required Licenses or Permissions. In the event that the Payroll Payment Partner or any applicable third party has lost the required license and / or permission to perform the Payment Services, the Provider will make all reasonable efforts to find a replacement. However, if no replacement is found within a reasonable timeframe, the Provider agrees to promptly notify the Client, and the relevant Proposal(s) will be terminated.
Effect of Termination. Upon receipt of the notice of termination, the Parties shall initiate the termination of this Agreement in a manner that complies with the laws and that shall keep protecting the business interests of the Parties.
04. Payment - Services Fees
Services Fees. In consideration of the performance of the Payment Services, the Client agrees and undertakes to pay the Provider the services fees as set forth in the applicable Proposal(s) (the “Services Fees”) and all fees relating to any ad hoc services that the Client may have requested to be performed by the Provider. The Client further understands that the Services Fees does not include the salaries and statutory monies which are detailed on the Funds Requests and are to be paid directly to the Payroll Payment Partner.
Services Fees Payment. The Client shall pay all invoices issued by the Provider by the 20th of the month of the invoice’s date.
Services Fees Review. The Client understands and agrees that the Provider reserves the rights to review its Services Fees and rates annually and provide written notice to the Client of any such changes. Annual Services Fees reviews will be carried out in the last quarter of each calendar year.
Failure to Pay. In the event of non-payment, the Provider reserves the right (i) to suspend the performance of its obligations under this Agreement, without prejudice to other available remedies, or (ii) to terminate this Agreement. The Client understands and agrees to reimburse the Provider for all reasonable costs of collection, including attorney fees.
Payment Method. Upon receipt of applicable invoices, the Client undertakes to provide the due payments on time, via bank transfer. Exceptionally and upon the Provider’s prior approval, payment via banknotes and checks may be accepted. Furthermore, Bank Acceptance Bills, Commercial Acceptance Bills ,and cash are not accepted as payment methods.
05. Warranty
Contractual Autonomy. Both the Client and the Provider warrant that they have the necessary power and approval to enter into this Agreement. They further warrant that are acting entirely free from any kind of influence, interference, pressure, financial or otherwise, duress or undue influence from any third-party whatsoever.
Contractual Performance. Both the Client and the Provider warrant that they have thoroughly read and understood every clause in this Agreement; that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations hereunder; and that they commit not to do anything to hinder or affect the execution of the other Party’s obligations under this Agreement.
06. Indemnification
Loss. Only to the extent that the Client has promptly notified the Provider in writing of such claim, the Provider will defend, indemnify and hold harmless the Client from and against any and all costs, charges, liability, expenses or loss of any type, including attorneys’ fees (collectively, “Loss”), arising out of any third– party claims against the Client arising from (i) the Provider’s breach of its obligations in performing the Services; or (ii) the gross negligence or willful misconduct of the Provider. The Provider shall work together with the Client as to the strategy and resolution of any claim. The Client will have the right to participate fully, at its own expense, in the defense of the applicable claim with counsel of its own choosing. Only to the extent that the Provider has promptly notified the Client in writing of such claim, the Client agrees to indemnify and hold harmless the Provider for any Loss sustained from a third–party claim made against the Provider for (i) the Client’s breach of its obligations in performing the Services; or (ii) the gross negligence or willful misconduct made by the Client.
Consent to Settlement. The indemnifying Party may not, except with prior written consent of the indemnified Party, enter into any settlement of an indemnified Claim that imposes a direct financial liability on the indemnified Party or includes an admission of fault by the indemnified Party.
07. Limitation of Liability
Indirect Loss. To the full extent permitted by law, neither Party shall, under any circumstances, have any liability to the other Party for any loss of business, loss of profits, loss of reputation or goodwill or for any other form of indirect or consequential loss, whether arising from negligence, breach of agreement, tort, breach of statutory duty or otherwise, notwithstanding of any notice by the other Party of the probability of any such indirect or consequential loss.
Misinformation from the Client. The Provider shall not be held responsible for any incomplete, inaccurate, fake and/or false information or document provided by the Client and relied upon by the Provider in its performance of its obligations under this Agreement.
External Factors. The Client understands and agrees not to hold the Provider liable for any delay caused by any third-party or external factors, such as postal services, local authorities, public holidays, etc. that are beyond the reasonable control of the Provider. Nor the Provider or the Payroll Payment Partner will be responsible for any failure to provide the Payment Services which would arise due to: (i) any issues within the banking system which are outside the Payroll Payment Partner’s reasonable control; (ii) any suspected fraudulent or illegal activity against the Provider or Payroll Payment Partner; (iii) any instruction by any regulated body or law enforcement agency; (iv) any failure by Client to provide the Payroll Payment Partner with any relevant information reasonably requested (for example to comply with anti-money laundering requirements); or, (v) any failure to make cleared funds available to the Payroll Payment Partner by the due date to make payments.
Amount Limitation. The Parties’ respective liability arising out of this Agreement, whether in contract, tort, or under any other theory of liability, will be limited to the total Services Fees owed or paid to the Provider for the past 12 months for the Services giving rise to a claim, whichever is higher. Furthermore, this limitation also includes the Provider’s liability for the acts and omissions of the Payroll Payment Partner.
08. Force Majeure
Interpretation. The Parties shall not be liable for delays or non-performance of their obligations under this Agreement to the extent that they result from circumstances arising from a unpredictable and irresistible event of force majeure that are attributable to any and all uncontrollable events, which may include but are not limited to: natural disasters, epidemics and pandemics, civil disturbances, government acts, regulations, fraud, strikes, embargoes on transported goods, war, insurrections, acts of terrorism and annulments or termination of licenses, permissions, or authority (collectively a “Force Majeure”).
Response. The Party hence delayed or failing to perform their obligations due to an event of Force Majeure shall take all reasonable endeavors to minimize and avoid the effect of the event of Force Majeure.
09. Personal Data Processing
10. Confidentiality
Interpretation. The term “Confidential Information” means all information that relates to past, present, and future creation, research, development, and business activities of each Party, their parents, subsidiaries or affiliated companies, and their respective customers, suppliers and other third-party business partners, if any (collectively the “Disclosers”), and all information relating to the Disclosers’ business operation, including, but not limited to, their respective trade secrets, trade knowledge, formulae, processes, business plans, systems, algorithms, software, data programs, training aids, printed materials, methods, books, records, company files, policies and procedures and any other information that should reasonably be understood as confidential.
Non-Disclosure. The terms and conditions of this Agreement, along with any Confidential Information or material obtained during the scope of this Agreement, are and shall remain absolutely confidential between the Parties and shall not be disclosed to any other person or entity, under any circumstance, during the term of this Agreement and thereafter. Any disclosure in violation of this provision shall be deemed as a material breach of this Agreement. Furthermore, the Provider will ensure any applicable Professional will not disclose any information created, modified or developed by them for and on behalf of the Client as such information shall belong exclusively to the Client.
Exclusion. This Non-Disclosure covenant does not apply in the following circumstances: (i) where mutually agreed to in writing by the Parties; (ii) where necessary to share such information with the Parties’ accountants or attorneys; (iii) where disclosure to a governmental entity is required; (iv) where disclosure is required by any legal or regulatory authority by valid legal order; or (v) where the Confidential Information has already entered the public domain by other means, which do not include the breach by the receiving party of its non-disclosure obligations.
11. Governing Law - Disputes
12. Entirety
Entire Agreement. This Agreement constitutes the entire agreement between the Provider and the Client with respect to the subject matter hereof, and supersedes any and all prior agreements or representations, whether written or oral, relating to the subject matter hereof. All Proposal, Modification, Addendum or Amendment agreed and executed by the Parties shall form an indivisible and integral part of this Agreement, and have the same legal effect as it.
Modification. Any modification, addition or amendment to this Agreement shall be made in writing, and specifically designated as an amendment, modification or waiver.