Legal
Terms of Service
These Terms of Service (“Terms”) govern your access to and use of the CheckMate payroll service, website, and related applications (collectively, the “Service”) provided by Missing Piece Tech LLC (“CheckMate,” “we,” “us,” or “our”). By creating an account or using the Service, you agree to these Terms. If you are using the Service on behalf of a business, you represent that you are authorized to bind that business, and “you” refers to that business.
1. The Service
CheckMate is a software tool that helps small businesses run payroll. The Service calculates employee and employer payroll taxes, facilitates direct-deposit payments through our third-party payment processor, generates pay stubs and tax documents (such as W-2s, 1099-NECs, and Form 941), and provides reminders and record-keeping.
What CheckMate is not. CheckMate provides calculations and document generation and facilitates payments. CheckMate does not file or remit payroll taxes to the IRS or any state or local tax authority on your behalf, does not act as your tax agent or fiduciary, and does not provide tax, legal, accounting, or financial advice. You remain solely responsible for filing and remitting all taxes and for meeting all payroll-related legal obligations. See Sections 4 and 8.
2. Eligibility and accounts
You must be at least 18 years old and operating a legitimate business in the United States to use the Service. You are responsible for the accuracy of the information you provide, for maintaining the confidentiality of your account credentials, and for all activity under your account. Notify us promptly of any unauthorized use.
3. Payments and funding
Payments are processed through our third-party payment processor, Stripe. We collect the money for each payroll by ACH debit from the bank account you link to the Service (your “Funding Account”), under the debit authorization you accept when you link it, and then pay your employees’ and contractors’ net pay to them through Stripe. ACH debits are also governed by the Nacha Operating Rules, and your use of Stripe is also subject to Stripe’s applicable terms. This Section 3 applies in addition to your debit authorization; it does not narrow what that authorization permits.
3.1 Each debit follows your approval. We do not debit your Funding Account on a schedule of our own. Except for the debits described in Section 3.4 to recover a returned, reversed, or disputed debit, we initiate a debit only after you, or a person you have allowed to approve payroll on your account, approve a specific payroll in the Service. The approval screen shows the amount of the debit — the total net pay for that payroll plus the Platform Fee — the Funding Account it will be taken from, and the date it will be taken. Approving a payroll authorizes that debit, in that amount, from that account, on or after that date. Payroll taxes, whether withheld from your workers’ pay or owed by you as the employer, are not included in the debit; you remit them yourself, as described in Section 4.
3.2 Sufficient funds. You must keep enough available funds in the Funding Account to cover the full amount of each approved payroll from the moment you approve it until its debit has settled. We do not advance our own money to pay your workers: net pay is sent to them only after your debit has been received, so a debit that is returned for insufficient funds, or for any other reason, can delay or prevent their pay. You are responsible for the consequences of an unfunded payroll, including your obligations to your workers under wage laws and any fees your own bank charges you.
3.3 The Funding Account must be your business’s checking account. The Funding Account must be a checking account at a financial institution in the United States, held in the legal name of the business that holds your CheckMate account and under that business’s Employer Identification Number (for a sole proprietorship, in the owner’s name together with the business’s trade name). It may not be a personal or household account, including a personal account of an owner, officer, or employee. You represent and warrant, when you link the Funding Account and each time you approve a payroll, that: (a) your business owns the Funding Account; (b) the person linking it and every person approving payroll on your account is authorized, by your business and under the terms of the account, to authorize debits from it; (c) the account is used for business purposes and not primarily for personal, family, or household purposes; and (d) nothing prevents ACH debits from being made to it. You will tell us promptly if any of this stops being true, including if the account is closed or its ownership changes. Because the Funding Account is a business account, debits from it are not consumer transactions, and the protections that apply only to consumer accounts under the Electronic Fund Transfer Act and Regulation E do not apply to them. We and Stripe may verify who owns the Funding Account, including by requesting bank statements or other records, and we may refuse to link, or suspend payroll from, any account we cannot verify or that does not meet this Section 3.3.
3.4 Returned, reversed, and disputed debits. A debit can be returned, reversed, charged back, or disputed even after it has settled and after your workers have been paid. If that happens to any debit for a payroll you approved (a “Failed Debit”), you remain liable to us for the full amount of that debit, plus (a) any fees our payment processor charges us in connection with it, such as failed-payment, return, and dispute fees, and (b) our reasonable costs of collecting it. These amounts are due immediately, without further demand. You authorize us to debit the Funding Account, and any other bank account you have linked to CheckMate, for the full amount of a Failed Debit plus those fees and collection costs, including by re-presenting the returned debit, with notice given to you as the Nacha Operating Rules and our payment processor’s terms require. This authorization is part of the debit authorization you accept when you link a bank account, and it applies whether or not you have approved a further payroll. If we cannot recover what you owe by debit, you must pay it by another method we accept. We may refer unpaid amounts to a collection agency, pursue them in the courts described in Section 14, and report them, together with information about your account, to our payment processor and to commercial credit-reporting agencies, as permitted by law. Where the law permits, you will also pay the reasonable attorneys’ fees and court costs we incur to collect.
3.5 Disputing a debit you approved. You agree not to dispute, or ask your bank to return as unauthorized, any debit for a payroll you approved or any debit permitted by Section 3.4. If you believe a debit was made in error — for example, in an amount different from the one shown on the approval screen, or for a payroll nobody on your account approved — contact us at support@paywithcheckmate.com first, and we will investigate. Disputing or returning an approved debit as unauthorized is a material breach of these Terms, and it does not reduce, delay, or otherwise relieve you of what you owe under Section 3.4. Nothing in this Section 3.5 limits a right you have under applicable law or the Nacha Operating Rules that cannot be waived by agreement.
3.6 Our remedies. If a debit fails, if you breach this Section 3, or if we reasonably believe a payroll will not be funded or that your account is being used fraudulently, we may, in addition to any other remedy we have: (a) suspend your ability to approve payroll, or suspend or terminate your account; (b) withhold, delay, or cancel any payroll, transfer, or payout that has not been completed, including a payroll you have already approved; (c) require that a debit settle, or that you complete additional verification, before a future payroll is paid; and (d) set or lower the limits described in Section 3.7. Where the law, the Nacha Operating Rules, and our payment processor’s terms permit, and where the funds can still be recovered, we may also reverse a payment made to a worker in error, such as a duplicate payment, a payment in the wrong amount, or a payment to the wrong person. Those rules allow a completed bank deposit to be reversed only when it was itself made in error, and only within a short time after it settles; a correct payment of wages cannot be reversed because your debit failed. Reversal is therefore not guaranteed, we are not obliged to attempt it, and neither an attempt nor its outcome reduces what you owe us. If we withhold or cancel a payroll, you remain responsible for paying your workers by other means as the law requires.
3.7 Limits. Each payroll run is currently limited to $5,000 in total net pay, and we will not accept approval of a payroll that exceeds it. We may set other limits on the payrolls you can run through the Service, and may base them on factors such as your account history, verification results, and payment history. We may change any limit, including the per-run net pay limit, at any time. A change does not affect a payroll that we have already debited, and where practicable we will tell you before a lower limit applies to a payroll you have already approved. We may decline to process a payroll that exceeds a limit that applies to your account.
3.8 Indemnity and survival. In addition to your obligations under Section 12, you will indemnify and hold harmless CheckMate and Missing Piece Tech LLC and its officers, employees, and agents from any loss, liability, claim, fee, fine, or expense (including reasonable attorneys’ fees) arising out of a Failed Debit, your breach of any representation or obligation in this Section 3, or any claim by your workers, your bank, or the holder of the Funding Account relating to a debit for a payroll you approved. Your obligations under this Section 3 survive the suspension or termination of your account and of these Terms until every amount you owe has been paid in full.
4. Your responsibilities
You are solely responsible for:
- The accuracy and completeness of all information you enter, including employee identity, pay rates, hours, tax elections, and bank details.
- Correctly classifying your workers as employees or independent contractors, and complying with all applicable wage-and-hour and employment laws.
- Filing and remitting all federal, state, and local payroll taxes by their deadlines, and submitting required filings and reports (including new-hire reporting), unless a specific written agreement with us states otherwise.
- Reviewing and approving each payroll run before it is submitted.
- Ensuring sufficient funds are available for each payroll run and its associated fees.
- Providing employees and contractors with required notices and access to their pay records.
Reminders provided by the Service are a convenience only and do not shift responsibility for timely filing and remittance to CheckMate.
5. Fees
CheckMate charges a single Platform Fee per payroll run only — there are no monthly fees or contracts. The Platform Fee passes through the payment-processing costs we incur to run your payroll, at cost, plus a small margin. Current fee rates are shown on our pricing page and in the Service before you approve a run. We may change our fees on a prospective basis with notice. You are responsible for any pass-through exceptions expressly disclosed to you, such as fees for failed bank debits (see Section 3.4).
6. Third-party services
The Service relies on third parties, including Stripe for payments and identity verification, and infrastructure and communications providers described in our Privacy Policy. We are not responsible for the acts, omissions, or availability of third-party services, and your use of them may be subject to their own terms.
7. Acceptable use
You agree not to:
- Use the Service for any unlawful, fraudulent, or unauthorized purpose.
- Submit false, misleading, or another person’s information without authorization.
- Interfere with, disrupt, probe, or attempt to gain unauthorized access to the Service.
- Reverse engineer, copy, or resell the Service except as permitted by law.
8. No professional advice
The Service and its outputs — including tax calculations, generated forms, and reminders — are provided for informational and administrative convenience and do not constitute tax, legal, accounting, or financial advice. Tax calculations are based on IRS publications and applicable state rules as we understand them, but you are responsible for verifying results and should consult a qualified professional for advice specific to your situation.
9. Intellectual property
The Service, including its software, design, and content, is owned by Missing Piece Tech LLC and protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms. Your data remains yours; you grant us the rights needed to process it to provide the Service.
10. Disclaimer of warranties
The Service is provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that calculations will be free of errors.
11. Limitation of liability
To the maximum extent permitted by law, CheckMate and Missing Piece Tech LLC will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to your use of the Service. Our total liability for any claim arising out of or relating to the Service will not exceed the total fees you paid to us in the three months preceding the event giving rise to the claim. In particular, we are not liable for tax penalties, interest, or other losses resulting from inaccurate information you provided, insufficient funds, or your failure to file or remit taxes on time.
12. Indemnification
You agree to indemnify and hold harmless CheckMate and Missing Piece Tech LLC and its officers, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of your use of the Service, your violation of these Terms, or your violation of any law or the rights of a third party, including your employees or contractors.
13. Termination
You may stop using the Service at any time. We may suspend or terminate your access if you violate these Terms, if required by law, or to protect the Service or other users. Upon termination, provisions that by their nature should survive — including payment obligations and your obligations under Section 3, disclaimers, limitations of liability, and indemnification — will survive. We will retain payroll and tax records as described in our Privacy Policy and as required by law.
14. Governing law and disputes
These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-law rules. You agree that any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Texas, and you consent to the jurisdiction of those courts.
15. Changes to these Terms
We may modify these Terms from time to time. When we do, we will update the “Last updated” date above and, where appropriate, provide additional notice. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.
16. Contact us
Questions about these Terms? Contact us at legal@paywithcheckmate.com.