Effective: March 14, 2022
These Supplemental Services terms (“Supplemental Services Terms”), together with the Namely Terms and Conditions (“Terms”) and Order Form (collectively, the “Agreement”), set forth the terms and conditions under which Namely and its affiliates agree to provide Client the foregoing services described herein. Capitalized terms that are not defined in this addendum shall have the meaning as set forth in the Terms or applicable Order Form. These services (hereafter referred to as “Supplemental Services” in whole, or by their individual offering definition as provided herein) shall only apply insofar as Client has the corresponding SKU on any active Order Form or ordering document and shall supplement the general Terms between the Parties, where applicable.
A. Description of Services – PEO Graduation. Provided that Client has purchased the PEO Graduation services as provided on an active Order Form, is in good standing and has met the obligations of the Terms, Namely shall provide to Client with the following services (hereafter “PEO Graduation Services”):
1. 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:
2. Exclusions. Custom fields beyond those enumerated above and for the amounts specified herein 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.
3. 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.
4. PEO Specific Data Services Migration. Namely shall assist Client in migrating their data from their current provider onto the Namely Platform (subject to the Data Migration Services terms as provided below). 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.
5. 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.
6. 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.
7. 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.
8. 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.
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.
B. Description of Services – PEO Graduation + Time Implementation. Provided that Client has purchased the PEO Graduation + Time Implementation services as provided on an active Order Form, is in good standing and has met the obligations of the Terms, Namely shall provide to Client with its PEO Graduation Services described above, along with the following (hereafter “PEO Graduation + Time Implementation Services”):
1. 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.
2. 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.
3. 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:
(a) 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.
(b) 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.
4. 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.
C. Client Obligations
1. In order to perform the services detailed herein for the PEO Graduation Services as well as the PEO Graduation + Time Implementation Services, Namely will rely solely on the information provided by Client and as reviewed and approved by Client Administrator. Namely shall provide the foregoing 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.
2. Client expressly acknowledges that in order to provide the foregoing services, Namely must 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 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 Services and/or the PEO Graduation + Time Implementation Services. In the event that Client provides Namely access to Client Portal, Client shall be solely responsible for securing the legal right for Namely to access the Client Portal in order to carry out the PEO Graduation 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;
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.
4. 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.
A. Description of Services – Namely Now. Provided that Client has purchased the Namely Now services as provided on an active Order Form, is in good standing and has met the obligations of the Terms, Namely shall provide to Client with the following services (hereafter “Namely Now”):
(i) Delivered Configurations:
(a) Seven (7) security roles;
(b) Seven (7) self-service workflows;
(c) Two (2) years of U.S. federal holidays;
(d) Five (5) time off plan types;
(e) Two (2) Namely user guides;
(f) Three (3) performance templates;
(g) One (1) U.S. onboarding template;
(h) Fourteen (14) benefit life events;
(i) Thirty-one (31) payroll deduction codes;
(j) One hundred-one (101) payroll earning codes.
(ii) Included Personalization:
(a) Custom domain name;
(b) Client specific time-off plans;
(c) Five (5) custom fields;
(d) Payroll calendar configuration;
(e) Customer benefit plan setup;
(f) Employee data reports;
(g) Unlimited access to configuration tools.
B. Description of Services – Namely Plus. Provided that Client has purchased the Namely Plus services as provided on an active Order Form, is in good standing and has met the obligations of the Terms, Namely shall provide to Client with the following services (hereafter “Namely Plus”):
(i) Delivered Configurations:
(a) Up to twenty (20) custom fields;
(b) Up to ten (10) custom security roles;
(c) Up to ten (10) custom onboarding templates;
(d) Up to ten (10) custom workflows;
(e) Up to ten (10) performance templates;
(f) Up to ten (10) custom holiday plans;
(g) Up to fifteen (15) custom deductions;
(h) Up to fifteen (15) earning codes;
(i) Workers’ compensation code configuration.
(ii) Included Personalization:
(a) Custom domain name;
(b) Customer specific time off plans;
(c) Payroll calendar configuration;
(d) Customer benefit plan set up;
(e) Employee data imports;
(f) Unlimited configuration tools.
A. Description of Services – Data Migration. Provided that Client has purchased the Data Migration services as provided on an active Order Form, is in good standing and has met the obligations of the Terms, Namely shall provide Client with the following services (hereafter “Data Migration Services”):
1. Facilitate the transfer of Client Data to the Namely Platform.
2. Client Data to be transferred to the Namely Platform shall be determined by Client in consultation with Namely. Client shall provide access to such Client Data as is reasonably requested by Namely to complete Client implementation. Client acknowledges that Data Migration Services may include direct access to the portal currently hosting Client Data (“Client Portal”) and/or by display without direct access to the portal currently hosting Client Data.
B. Client Obligations. Client shall:
1. Provide Namely with the resources reasonably necessary to allow Namely to provide the Data Migration Services, including, if applicable, account credentials to Client Portal currently hosting Client Data. In the event Client provides Namely with access to a Client Portal, Client is solely responsible for securing such access and right to use such Client Portal in order to carry out any and the Data Migration Services.
2. Ensure the transfer of Client Data to the Namely Platform complies with all applicable laws and regulations including, but not limited to those governing the transfer of personal data, personal health information, or personally identifiable information;
3. Ensure Client Data accessed by Namely in the performance of Data Migration Services is accurate, complete, and up-to-date;
4. Maintain 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 transfer of such Client Data is complete;
C. Representations and Warranties. Client represents and warrants that it has the proper legal rights, title, and interest to provide Namely with access to Client Data, including, where applicable, by granting Namely direct access to Client Portal. Client further represents and warrants that Namely’s access to Client Portal is not prohibited by the usage terms of such platform provider. Client shall and hereby does access full financial and legal responsibility for securing such access prior to data transfer being initiated and shall provide proof of such authority in writing upon Namely’s reasonable request.
D. Indemnification. Client shall indemnify, defend, and hold harmless, Namely’s, 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. THE LIMITATIONS ON LIABILITY SET FORTH BETWEEN THE PARTIES IN SECTION 8 OF THE AGREEMENT SHALL NOT APPLY TO THIS ADDENDUM, NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
A. Description of Services – Carrier Feeds. Provided that Namely has committed to providing Carrier Feed services to Client as provided on an Order Form, similar ordering document, or carrier feed services are included in a Namely Subscription Services offering, Client as provided is in good standing and has met the obligations of the Terms, Namely shall provide Client with the following services (hereafter “Carrier Feed Services”):
1. Benefits Administration. Namely shall provide the following to Benefits Administration Services Clients:
a. During Client’s Implementation, build and test two (2) electronic carrier file feeds from Namely to select benefit vendors for insurance lines in which Namely is Broker of Record (hereafter “Benefits Provider(s)”). Carrier feed build and test execution is subject to the applicable benefits vendor and according to benefit vendor’s specifications. Feed setup and project feed orders requested following Implementation may be subject to additional fees;
b. Maintain feed viability to transfer Client Data to Benefits Providers to facilitate carrier file feed benefits elections, open enrollment, change of life events, and other demographic information changes to insurance carriers. Additional fees may apply for feeds in excess to those included with Implementation and for new feeds, changes, and updates to existing feeds including, eg, open enrollment and new EINs.
2. Managed Benefits. Namely shall provide the following to Managed Benefits Services Clients:
a. During Client’s Implementation, build and test unlimited carrier file feeds from Namely to Benefits Providers. Carrier feeds builds are subject to Benefits Vendor’s availability, specifications, and requirements. Where carrier feeds are unavailable or Benefits Vendors availability, specifications, or requirements result in an inability to build an electronic feed, Namely shall manage Client eligibility with insurance carriers by distributing enrollment and life event change information to Benefits Providers;
b. Process Namely supported benefits changes in Client’s instance of the Namely Platform; and
c. Plan, support, and configure Client’s open-enrollment elections.
3. Managed Benefits Pro. Namely shall provide to Managed Benefits Pro Clients the carrier feed services detailed above (Managed Benefits) as well as the following services:
a. Provide quarterly carrier reconciliation reports of Client’s applicable medical, dental, and vision insurance carrier invoices detailing identified billing errors, and overages. Quarterly reports shall be the sole carrier reconciliation deliverable; and
b. Suggest corrective action and account optimization events on behalf of Client’s benefits profile. Client shall assume sole responsibility for direct communications and directive action with providers as well as for electing to carry out any Namely suggested recommendations.
B. Client Obligations:
i. Initiate new and existing Carrier Feed Services upon Client’s written request;
ii. Maintain current and accurate demographic and enrollment data in the Namely Platform as the source of truth;
iii. Review and action live feed error reports where Client elects to receive error reports where Client elects to receive error reports;
iv. Confirm Account Administrator(s) to receive and send carrier-related email and communications;
v. Timely review and respond to Namely’s services teams regarding account actions and queries including data reconciliation and new feed builds; and
vi. Provide approval or otherwise where required by Namely.
C. Exclusions. Carrier eligibility requirements may vary. Client agrees Namely shall not be responsible for carrier eligibility requirements that delay or prevent carrier feed setup or operation. Where Namely or the Provider is unable to support an electronic or manual carrier feed, Namely shall notify Client and shall not be responsible for managing enrollment eligibility on behalf of Client, except as may otherwise be provided herein. Failure to respond to Namely’s services teams within thirty (30) days may result in feed or project cancellation. Feed and/or project cancellations due to Client’s failure to respond to Namely’s services team shall not relieve Client of any corresponding payment obligations or constitute a breach of Namely’s services obligations.
Client acknowledges and understands that if Client terminates either Benefits Administration Services or Managed Benefits Services pursuant to Section 9 of the principal Terms or via the non-renewal of such services on any active Order Form, then such termination may not be reversible. In the event that Client or Namely terminates Client’s Benefits Administration Services or Managed Benefits Services, then as of the time such termination becomes effective, Namely shall have no obligation to make further benefits-related activities or to take compliance-related actions on Client’s behalf and reserves the right to apply additional fees for any of the Carrier Feed Services detailed herein for the provision of such services. If Client substitutes Namely as Broker of Record with another Broker of Record then Namely shall be unable to carry out many of the Supplemental Services described herein on Client’s behalf including communication with the respective underwriter on Client’s behalf and in carrying out brokerage-related activities on Client’s behalf. Client assumes all brokerage related actions and activities upon the submission of a substitute Broker of Record letter to Benefits Provider(s).