# Who pays when an AI agent files or pays something wrong? Canonical HTML: https://spoolis.com/guides/who-pays-when-an-ai-agent-makes-a-mistake. This page is also available in machine-readable Markdown. Usually the business the work was done for. Tax agencies, banks and payers bill that business, not the software. Whether it can recover the cost depends on the vendor contract, the vendor’s insurance and any guarantee. ## Who caused it and who owes it are different questions When an AI agent files, pays or submits in the name of a business, the other side deals with that business. For payroll taxes the IRS says "the employer is ultimately responsible for the deposit and payment of federal tax liabilities" and "in the event of default by a third party, the employer remains responsible for the deposit of the federal tax liabilities and timely filing of returns." Depending on the arrangement, the employer "may remain solely liable", "may become jointly and severally liable" or "may be relieved of liability" (IRS, Outsourcing payroll and third-party payers). A certified professional employer organization is one statutory exception (26 U.S.C. § 3511). ## A missed deposit adds a loss on top of the tax IRS Publication 15 (2026), under 26 U.S.C. § 6656: 2% if deposited 1 to 5 days late; 5% if 6 to 15 days late; 10% if 16 or more days late but before 10 days from the first IRS notice; 10% if paid directly to the IRS or with the return instead of deposited (some exceptions); 15% if still unpaid more than 10 days after the first notice or after notice and demand for immediate payment. Days are calendar days from the due date. Interest runs on top. Worked example: a $100,000 deposit sent 7 days late falls in the 5% tier, a $5,000 penalty if no relief applies. The tax was always owed; the $5,000 is the loss the failed job caused. If a provider took the money and never sent it, the employer still owes the tax. No penalty if the failure was due to reasonable cause and not willful neglect; limited first-time waivers exist, subject to size and net-worth limits. ## Can the business recover the cost from the vendor? Only as far as the vendor contract allows. A limitation of liability can cap what the vendor owes and exclude indirect (consequential) losses such as penalties. Under UCC § 2-719 a limited remedy that fails of its essential purpose can be set aside, and New York treats losses that are the natural and probable consequence of the breach as direct damages (Biotronik v. Conor, 2014). ## Will insurance pay? The business’s own policies may not respond to a vendor’s mistake. Vendor errors and omissions insurance protects the vendor against its own liability, which leads back to the contract. Standard policy forms now include optional AI exclusions: https://spoolis.com/guides/ai-exclusions-in-liability-insurance ## What a guarantee changes A guarantee is a direct promise from the vendor to make a specific kind of mistake right, such as paying the penalty from a late filing it caused. It does not depend on proving fault and can reach costs a liability cap excludes. ## Questions to ask Contract checks: what was promised, what counts as failure, which losses are covered and excluded (taxes, fines, penalties, indirect damages), whether the remedy sits inside the general cap, whether service credits are the only remedy, what proof is needed, and how long the claim window is. If the agent files late or pays the wrong amount, who pays the penalty, and is it in the contract? What does the limitation of liability cap and exclude? Does the vendor carry insurance that responds, and does it exclude AI? How will you confirm the work landed (for federal deposits, the IRS suggests employers use EFTPS themselves)?