The PEO Graduation Implementation Package and PEO Graduation + Time Implementation Package, together with the Namely Terms and Conditions (“Terms”), Order Form, and where applicable the Data Processing Agreement and Supplemental Terms (collectively, the “Agreement”), set forth the terms and conditions under which Namely and its affiliates (where applicable) agree to provide Client the below-detailed services. Capitalized terms that are not defined in this addendum shall have the meaning as set form in the Terms and Order Form.
(a) Subject to the foregoing terms, Namely shall provide the following services to Client (“PEO Graduation Implementation Services”):
(i)(A) Hands-on Implementation Configuration - Namely shall directly assist Client in the initial configuration of the Platform, including (a) conducting a discovery call with Client to assess the data configurations required to accommodate Client’s unique specifications and reasonable requirements for the Platform, (b) providing Client with Namely’s best practices tools, including for onboarding, performance, roles and permissions, and (c) providing assistance with the creation and assignment of workers’ compensation codes. Additionally, Namely shall use commercially reasonable efforts to create the fields in the Platform requested by Client pursuant to its specifications, including the creation of manual custom fields and subject to the limits detailed below:
(B) Custom fields beyond those enumerated herein and for the amounts specified below are not included and subject to additional fees if Client requests Namely’s assistance in their creation. However, Client may create an unlimited number of custom fields without Namely’s assistance at no additional charge.
(ii) PEO Transition Consultations - During the provision of Implementation Services, Namely consultants shall work with Client to confirm the Client Data to be entered into the Platform from Client’s prior payroll provider. These consultations shall consist of up to three (3) separate one (1) hour calls to discuss Client’s Platform provisioning as it relates to three key areas, which shall include: HR administration, Benefits Administration, and Payroll. Additional fees may apply for consulting services beyond those provided herein requested by Client or for time overages.
(iii) PEO Specific Data Services Migration - Namely shall assist Client in migrating their data from their current provider onto the Namely Platform. Namely shall further assist Client in detailing the specific PEO information Client must move to Namely such as wage bases and balances for proper configuration, and in migrating important employee and historical documents within the Namely Platform.
(iv) Best Practice Consulting & Configuration - Namely shall conduct up to five (5) separate one (1) hour configuration calls with Client to assess their existing processes related to employee onboarding, performance, roles and permissions, time-off, and workflows. Namely shall guide Client through its configuration of the Platform to apply Namely best practices recommendations for optimal performance.
(v) Custom Manager & Employee Training - As part of Client’s launch of Namely to their employee population, Namely shall deliver two (2) separate one (1) hour trainings to Client’s employees regarding best practices for navigating Namely, Platform usage relating to time-off requests, time-off approvals, and other key processes.
(vi) Extended Post Go-Live Support - Following Client’s Go-Live, Namely shall continue to consult with Client via up to eight (8) separate one (1) hour calls to assist client with adjusting to Namely’s service model, using the Namely Help Community, and addressing post-implementation items that may arise. These consultations shall include meeting with Client’s implementation leads and its Namely service team to review status on any outstanding items from implementation as well as to ensure Client is supported as to their post Go-Live daily operations. During this time, the Client will also receive guidance from Namely’s Implementation and Service teams regarding self-help best practices, including the use of Namely’s Help Community article library and the submission of service cases. Additional fees may apply for consulting services beyond those provided herein requested by Client or for time overages.
(vii) State Tax Registration Services (Included for Managed Payroll Clients Only) - Namely shall work with Client to gather the appropriate corporate documentation and work with state taxing authorities to ensure proper tax identification registration. Where necessary, Namely shall register Client for payroll-related tax identification numbers in applicable states where Client operates. Clients who have not purchased Managed Payroll may purchase these State Tax Registration Services for an additional fee. For Clients who have not purchased Managed Payroll, or elect not to purchase State Tax Registration Services for an additional fee, Namely shall assist Client with its tax registrations by responding to questions concerning how to apply for tax identification numbers with local state taxing authorities, but Client shall bear the full and sole responsibility of self-registration for applicable tax identification numbers.
(b) All trainings and consultations shall be provided by Namely via teleconference or videoconference. Requests for in-person training shall be at Namely’s sole discretion and subject to additional reasonable administrative, travel, and lodging fees.
(a) Time Services and Terms. Clients who purchase the PEO Graduation + Time Implementation Package (“PEO Graduation + Time Implementation Services”) shall receive the PEO Graduation Implementation Package services described, and be subject to the terms and conditions set forth, in Section II above. In addition, Clients who purchase the PEO Graduation + Time Implementation Services shall further receive the Namely Time product and be subject to the applicable third-party terms and conditions for Timeclock Plus set forth at [https://www.namely.com/third-party/](https://www.namely.com/third-party/), as well as the terms and conditions in this Section III.
(b) Shipment. Namely shall ensure shipment of the time clocks within five (5) business days of Client’s written delivery request to Namely, which request shall include the following information: number of clocks and type(s) of clocks per location, and all information required for Namely to requisition the shipment order including delivery address(es), contact name, email and phone number, as well as any other information that is required in order to process the shipment request. Namely reserves the right to charge a reasonable additional fee for shipping and handling.
(c) Maintenance Fee. Beginning on the first anniversary of Client purchase of time clocks as part of the Time Implementation Package, Namely shall charge a reasonable annual recurring maintenance fee of $30 per clock.
(d) Maintenance and Service. If there is a defect in materials or workmanship of an applicable time clock, Namely shall provide the following service and maintenance coverage:
(i) During the initial twelve (12) months after the Client’s purchase of a time clock a repaired or replacement (in Namely’s sole discretion) time clock will be shipped to Client (additional shipping fees may apply) within thirty (30) days or less of receipt of the time clock containing the defect if Namely is not successfully able to troubleshoot the repair with Client. Namely will provide detailed instructions on how to return the time clock. Upon request, Namely shall provide a prepaid shipping label for locations within the contiguous United States. Additional fees may apply for international shipping requests or for shipments to Alaska or Hawaii and U.S. Territories.
(ii) Beginning on the first anniversary of Client’s purchase of a time clock and for the remainder of any Renewal Term, a replacement time clock shall be shipped within two (2) business days (additional time and fees may apply to international shipping requests as well as those outside the contiguous United States, including for U.S. Territories) if Namely determines, in its sole discretion, that such replacement is necessary. Client shall return to Namely within 14 days of Client’s receipt of the replacement time clock, the damaged or replaced time clock. Instructions for return as well as a shipping label for the return of such damaged or replaced time clock will be provided upon written request. Should Client fail to return the damaged or replaced time clock within the 14 day period provided herein, Client shall be charged the MSRP value of the original time clock.
(e) Exclusions. In the provision of the PEO Graduation + Time Implementation Services, Namely shall not be held responsible for costs incurred by Client related to travel, communications, and telephone company charges with respect to the repair, maintenance, or replacement of a time clock. Namely’s Maintenance and Service plan as relates to the Time services shall exclude where the time clock has been: damaged due to accident, abuse, misuse, liquid contact, fire, earthquake, or operating time clock outside of its intended or permitted use; defaced, altered, removed, or modified serial number (unless expressly authorized in writing by Namely); lost or stolen; and cosmetic damage including but not limited to scratches, dents, broken plastics, or ports. Namely’s Maintenance and Service shall also exclude consumable parts (eg, batteries), and defects caused by normal wear and tear or otherwise normal usage and aging of the product due to use.
In order to perform the services detailed herein for the PEO Graduation Implementation Package as well as the PEO Graduation + Time Implementation Package services, Namely will rely solely on the information provided by Client and as reviewed and approved by Client Administrator. Namely shall provide the foregoing PEO Graduation + Time Implementation services wholly in reliance on the accuracy of data provided by Client to Namely. Namely is not responsible for any errors resulting from such reliance except as may otherwise be provided in the Agreement between the Parties. Namely reserves the right to charge additional reasonable fees in the event that Client fails to provide timely review or production of requested data as reasonably requested by Namely and as detailed herein to carry out the PEO Graduation + Time Implementation services. Client acknowledges that Namely does not provide legal or tax advice to Client or Client’s employees as part of the foregoing services. Client should always consult with their own legal or tax advisors for legal or tax guidance.
(a) Client expressly acknowledges that in order to provide the foregoing services, Namely may access Client Data to operate and facilitate the transfer of such Client Data to the Namely Platform, and that the following terms shall apply to the provision of Namely’s PEO Graduation Implementation Services as well as the PEO Graduation + Time Implementation Services. Access to Client Data is provided by Client to Namely in accordance with the licensing provisions contained in the Agreement between the Parties. Client acknowledges that any and all data migration-related services may include direct access to Client’s existing HR portal hosting Client Data (“Client Portal”) and/or by display without direct access to Client Portal. In order to facilitate the transfer of Client Data to the Namely Platform, Client shall provide Namely with the resources reasonably necessary to allow Namely to provide the PEO Graduation Implementation Services. In the event that Client provides Namely access to Client Portal, Client shall be solely responsible for security such access and right for Namely to access the Client Portal in order to carry out the PEO Graduation Implementation Services. Client’s responsibilities shall include, but are not limited to, ensuring: (a) Namely’s access to and use of Client Portal is authorized by the licensing party or any third parties and does not violate the applicable usage terms of such Client Portal; (b) the transfer of Client Data to the Namely Platform complies with all applicable privacy laws governing the transfer of personal data; and (c) all Client Data accessed by Namely in the performance of the PEO Graduation Implementation Services is accurate, complete, and up-to-date; and (d) Client has a complete backup copy of all such Client Data and that any Client Data lost or misplaced during transfer shall be fully recoverable by Client until such time Namely has confirmed the successful transfer of Client Data.
(b) Client Indemnity. Client shall indemnify, defend, and hold harmless, Namely, its directors, officers, employees, agents and subcontractors against any loss arising from any claim by a third party relating to Client’s provisioning of access to any platform hosting Client Data, including any Client Portal, prior to migration to the Namely Platform and in the performance of these PEO Graduation Implementation Services. THE LIMITATIONS OF LIABILITY SET FORTH BETWEEN THE PARTIES IN SECTION 8 (OR AS OTHERWISE PROVIDED) OF THE AGREEMENT SHALL NOT APPLY TO THIS INDEMNITY, PROVIDED THAT SUCH LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.