Solution Terms for Fourth USA HR OnDemand, Payroll Operations, and Benefits Services

1 Purpose

These Solution Terms apply to Subscriber’s use of Fourth’s HR OnDemand, Payroll Operations, and Benefits Services (the “Solutions”), and are subject to and governed by the terms and conditions of the applicable Ordering Document, including Fourth’s General Terms and Conditions or (if agreed upon by Fourth and Subscriber) the Master Subscription Services Agreement entered into by and between the parties (collectively, the “Terms”). Terms used in this document and not otherwise defined shall have the meanings given to them in the Terms.

Fourth and Subscriber will work jointly to:

• facilitate the smooth processing of Subscriber’s payrolls;
• support continuous improvement and automated processes;
• communicate openly regarding Fourth’s provision of, and Subscriber’s use of, the Solutions; and measure, review and improve Solution quality.

2 Document Control

2.1 Scope of this document

This document defines the following Solutions:

• HR OnDemand Service
• Payroll Operations Service
• Benefits Service

Each of the Solutions requires onboarding and implementation services to be conducted by Fourth in partnership with Subscriber. The onboarding and implementation services and associated fees will be defined separately in a Statement of Work, which will be agreed upon by Fourth and Subscriber in association with the application Ordering Document.

2.2 Changes to this document

Fourth regularly assesses the Solutions and how the Solutions are provided to Subscribers and may update these Solution Terms from time to time. Changes may be made (for example) to address regulatory changes, changes in Subscriber needs, or changes to Fourth’s business. Fourth may notify Subscriber of changes these Solution Terms by uploading a new version of the Solution Terms to this website www.fourth.com/legal (the “Site”). Fourth recommends that Subscriber check the Site periodically for updates.

3 Payroll Services

3.1 Payroll Services Defined

3.2 Payroll Services Delivery

3.2.1 Fourth Responsibilities

In conjunction with delivering payroll services to Subscriber, Fourth will perform the following during each payroll processing:

• Data Input & Processing:
  • Process input received from the Subscriber:
    • New hires within 24 business hours of receipt
    • Employee changes within 24 business hours of receipt
    • Payroll returned within 3 business hours for review and approval
  • Calculate pay, associated earnings and deductions from pay (including statutory and voluntary deductions). Calculations will be based solely on instructions and data provided by Subscriber, and all calculations must be verified and approved by Subscriber prior to final payroll being run.

3.2.1.1 Validation

• Perform reasonability check for employees receiving pay that are terminated or on leave
• Review total regular hours per employee. Any regular hours over the standard worked for the pay frequency will be identified and brought to the Subscriber’s attention
• Review invoice and compare to prior payroll invoice; bring any concerns to Subscriber
• Check that payroll has been approved, processed and sent for delivery as needed

3.2.1.2 Output

• Creation of Payroll Reports
• Printing, packaging, and delivery of any live employee checks based on agreed upon delivery
• Provide Electronic Pay Stubs via Employee Self Service
• Processing of garnishment payments and responses as required
• Production of General Ledger file (if requested as part of service)
• Submission of ACH files
• Submission of tax payment files and reporting
• Retaining records of standard ACA reports
• Production and distribution of electronic W-2 at the end of the tax year

3.2.2 Payroll Operations – Subscriber Responsibilities

Fourth’s obligations to provide the payroll services as described in this document are conditioned on Subscriber fulfilling the following responsibilities:

• Ensure that all approvals, updates, changes, or other requirements for successful payroll processing are completed by payroll submission deadlines, as defined in the payroll timetable, and meet all other deadlines as advised in the timetable
• Ensure that all data/information provided to Fourth:
  • is accurate and complete;
  • is legible, and duly authorized; and
  • is submitted in accordance with the agreed timetable
• Ensure all employee records have been created and are accurate (including bank account numbers) prior to each payroll deadline
• If the Subscriber is using Electronic Onboarding, ensure all employees have completed the onboarding process and that Subscriber has completed the I-9, Section 2 prior to the payroll deadline
• Ensure all information submitted via the schedules is accurate prior to the payroll deadline
• Ensure that all worksite managers are fully trained to submit payroll data timely and accurately
• Inform Fourth’s payroll team when a location is set up or is closed; ensure that all administration records can be updated, including the addition or removal of authorized contacts
• Submit all garnishment notices to Fourth within 48 hours of receipt to ensure setup and deduction from employee in timely manner
• Approve the payroll
• Confirm that the pay date is correct
• Provide details of all new state registrations and/or forward any tax documentation to Fourth within two (2)business days of receipt by Subscriber
• Complete (approve/deny) all employee PTO requests reasonably in advance of the payroll deadline

FOURTH IS NOT RESPONSIBLE FOR COSTS OR LOSSES RESULTING FROM INCORRECT DATA OR INSTRUCTIONS THAT WERE APPROVED BY SUBSCRIBER.

3.2.3 Duplicate Documents

Employees will have access to self-service and can print/re-print their own pay stubs. If a Subscriber’s employee cannot access Subscriber’s self-service site, then the Subscriber’s payroll team will have access in the HR & payroll system to re-print a pay stub and or W-2 for that employee.

3.3 Payroll Submission, Timeline and Funding Requirements

3.3.1 Scheduled Payroll Submission

Subscriber is responsible for reporting payroll to Fourth as set forth below:

3.3.1.1 Scheduled Payroll Submission Timeline

Payroll data must be received by no later than noon EST two business days prior to check date for Fourth to calculate and review payroll. Payroll review will be returned for verification and approval two hours after payroll has been submitted to Fourth. Payroll data must be reviewed and approved by Subscriber no later than 4 pm EST two business days prior to check date.

3.3.1.2 Off-Cycle Payroll

Due to state regulations around payment of wages for terminated employees, unscheduled payrolls may be required. Subscriber may also need to process a special payroll for commissions or bonuses. For any off-cycle payroll, Subscribers should contact their assigned Payroll Specialist for assistance.

3.3.1.3 Payroll Approval

All payrolls must go through a payroll approval process. Payrolls that are not approved by Subscriber by the deadline may be delayed. In the event of a delay in Subscriber’s approval of payroll, Subscriber should communicate with its Payroll Specialist immediately.

3.3.1.4 Payroll Funding

An invoice for payroll and taxes will be provided with each payroll review and approval. Payroll must be funded for payroll to be proceed. Funding can be done by:

• ACH: If payroll is funded via ACH debit, payroll must be approved for processing by 4 pm EST two business days prior to check date.
• Wire or Reverse Wire: If payroll is funded via Wire or Reverse Wire (Drawdown), payroll will need to be approved by 4 pm EST two business days prior to check date and funded by 2 pm EST one day prior to check date.

3.3.1.5 Insufficient Funds

Subscribers are allowed to incur two NSF occurrences in any calendar year. After the second
NSF occurrence the Subscriber will need to provide funds for payroll via Wire or Reverse wire for six (6) months. Subscriber agrees to pay a NSF fee of one hundred ($100) dollars for each NSF occurrence. In the event that a Subscriber that is funding payroll via ACH debit has non-sufficient funds (NSF) available to process payroll, Fourth will not process payroll for the associated pay period and Subscriber agrees to indemnify and hold Fourth harmless for any claim or loss suffered by Subscriber as a result of Fourth not rendering the payroll services.

3.3.1.6 Employee Pay Errors

Subscriber must bring any errors with employees’ wages to Fourth’s attention as soon as possible. Subscriber’s assigned Payroll Specialist will work with Subscriber to determine the best course of action to correct the employees’ wages, make applicable deductions, or reverse direct deposit when applicable. However, it will remain Subscriber’s responsibility to work with the employee to obtain repayment of any overpayments and to collect any signed forms that may be required by State or Federal regulation. Subscriber acknowledges that direct deposits cannot be reversed after five (5) business days.

3.3.1.7 Employee Maintenance

Fourth Subscribers can administer employee maintenance and new hires within the payroll system. Our cloud based software allows access to your account 24 hours a day/ 7 days a week. Should you need assistance your dedicated Payroll Specialist or Support Team are available to assist with any questions you may have.

3.3.1.8 Adjusting Closed Quarters or Prior Years

All information must be submitted by communicated cut-off dates to avoid risk of tax payment penalties, interest, and or amended returns. Any adjustment submitted after a cut-off date will result in additional cost for amended returns and may be subject to penalty and or interest. Any penalty or interest will be the responsibility of Subscriber unless an the penalty or interest was incurred as a direct result of Fourth’s error.

3.4 Payroll Services Support

3.4.1 Subscriber Payroll Contacts

Subscriber should provide:

• a primary contact for all payroll related communications;
• A secondary contact to deal with overall payroll related queries; and
• at least one out-of-hours contact telephone number to be maintained for use in emergencies.

The contact information for both the primary and secondary contact shall include:

• Full name
• Job Title
• Direct telephone number (Subscriber to provide)
• Email address (both parties)
• Out of hours contact number
• Fourth will communicate with designated payroll contacts only and contact details should be limited to those contacts. If written authorisation has not been sent to Fourth to authorise a new contact, then any emails or calls will not be accepted as they will remain un-authorised.

3.4.2 Fourth Contacts

Fourth will provide contact information for a Payroll Specialist and for the Payroll Specialist’s manager in the same form as the contact information in the section above. Subscriber must not provide Fourth’s contact details to any unauthorized contacts, including employees.

3.4.3 Payroll Service Support Inquiries

Fourth’s Payroll Service Support operates from 8:30 am to 5:30 pm EST, Monday to Friday, except for US Federal and company holidays. The following table defines how Subscribers can receive support for Payroll service issues.

Should any of the response times above not be achievable, Fourth will inform Subscriber and Fourth and Subscriber will mutually agree to an achievable alternative delivery time.

3.4.3.1 Payroll Service Escalations

If the items above are not responded to or resolved in a timely manner or to Subscriber’s satisfaction, the Subscriber may escalate to their Payroll Specialist’s Supervisor or Manager. If resolution is still not obtained the Subscriber’s Satisfaction, Subscriber may escalate to the Director of Payroll Operations.

3.4.3.2 Payroll System Related Inquiries (Help Desk)

If the online Payroll application or some of its features are inaccessible, the Subscriber should contact Fourth’s Customer Support team as described below.

Payroll Additional Fees

The standard charges for Subscriber’s payroll are shared as part of their ongoing service in a document called “Fee Overview.” Additional charges may be incurred at the rates shown in the table below. These rates are subject to change at Fourth’s sole discretion.

Any additional work commissioned by Subscriber that falls outside of the Payroll Operations Service, or that not is listed in the Additional Fee table above, will be billed at a professional service rate charge and may require a formal SOW. All the above charges will be subject to sales tax (or any other applicable tax or duty) which Subscriber will pay upon invoice.

4 HR OnDemand Services

4.1 HR OnDemand Services Defined

4.2 Subscriber Responsibilities

4.2.1 HR Administration

Subscriber is responsible to:

• Submit requests for HR guidance as needed
• Provide personnel to assist with documentation development and approval
• Deliver and track training for all existing/new employees
• Request custom training development services if needed

4.2.2 Unemployment Risk Mitigation and Claims Management

Subscriber is responsible to:

• Participate in Fourth’s Unemployment training
• Involve Fourth HR Advisor before terminating employee
• Notify Fourth if additional new manager training is required
• Sign power of attorney form(s)
• Send unemployment claims notices to Fourth
• Attend any appeals meetings that are scheduled
• Provide quarterly tax notices for Fourth to review for accuracy

4.2.3 Workers Compensation Risk Mitigation

Subscriber is responsible to:

• Participate in risk & safety consultation
• Participate in Worker’s Compensation training
• Submit risk & safety questions as needed
• Submit additional Worker’s Compensation training requests as needed
• Run standard report as needed
• Participate in onsite/virtual survey

4.2.4 Workers Compensation Insurance and Claims Management

Subscriber is responsible to:

• Request policy changes as needed
• Participate in annual coverage review
• Notify Fourth if new claims kit is required
• Participate in onsite/virtual survey
• Request additional site surveys as needed
• Provide historical benchmarking data for injury loss reporting and analysis
• Participate in loss analysis review

4.3 HR OnDemand Support

Subscribers with HR administration, unemployment, or workers’ compensation requests for help can submit a request to HR_OnDemand@Fourth.com. A Fourth HR generalist or someone else from the Fourth HR OnDemand team will respond within one business day.

5 Benefits Services

5.1 Benefits Services Defined

5.2 Fourth’s Responsibilities

• Benefit plan management Fourth will configure benefit plans, rates, eligibility and employer contributions for plan management. Set up employee deductions related to 401k, FSA, HSA, benefit plans
• Fourth will set up online benefit enrollment for employees to enroll and manage their benefit enrollment electronically. This would include open enrollment and life events.
• Fourth will assure standard reports are available for Subscriber to assist in carrier updates and
  maintenance.
• If purchased Fourth will coordinate EDI file feed to participating carriers this could include FSA, COBRA, 401k along with any related benefit plans
• If cobra add on is purchased Fourth will Track employee eligibility and provide required initial and exiting employee Cobra notifications. Directly manage the employee election process, including premium payment collection.
• ACA – Track and monitor ACA qualification and create and file 1095 and 1094 forms annually.

5.3 Subscriber Responsibilities

5.3.1 Benefit Plan Management

• Review employee data and approve final data setup
• Provide plan summaries and YTD Totals for Group term life for each employee
• Access system reports to audit plan enrollments and changes
• Access system to adjust employee records and benefit plans as needed
• Subscriber responsible for delivering Census reporting to carrier/benefits providers for change notifications unless EDI Files are configured.
• Subscriber responsible for remitting premium payment to Carrier
• Provide enrollment notification portal messaging
• Run reports to audit plan enrollments as needed
• Run ACA reporting as needed
• Subscriber responsible for monitoring ACA qualification
• Complete Applicable Larger Employer Form
• Subscriber responsible for confirming Carrier’s ability to accept EDI File
• Subscriber responsible for delivering census reporting to Carrier

5.3.2 Subscriber Maintained Cobra Management – (None Fourth Administered)

• Subscriber responsible for notifying carrier of Cobra election per employee
• Subscriber responsible for remitting premium payment to carrier
• Subscriber responsible for Cobra notifications, employee election and premium payment management, and carrier notifications

5.3.3 Retirement Plan (401K) Management

• Subscriber responsible for contracting with 401K provider
• Provide 401K plan and contribution information
• Subscriber responsible to provide Fourth with employee contribution election changes
• Subscriber responsible for confirming plan provider’s ability to send EDI File

5.3.4 Health Savings and Flexible Spending Account (FSA) Management

• Provide account details including annual election and YTD deduction amounts
• Subscriber responsible for confirming carrier’s ability to accept EDI file
• Subscriber responsible for delivering on going census reporting to Carrier

5.4 Additional Charges

Additional charges will be incurred in order to configure additional EDI file feeds. The fee from Fourth is $1250 per file. Additionally, there could be fees to the Subscriber connected with annual renewal/open enrollment or carrier changes.

5.5 Benefits Support

Inquiries and issues related to the Benefits services described herein should be directed to
If the online Payroll application or some of its features are inaccessible, the Subscriber should contact Fourth’s Customer Support team as described below. A ticket can be opened which will be directed to the benefits team.

• Standard support: 24 Hours, Monday-Sunday, Including weekends and public holidays
• http://help.fourth.com
• 1 855 664 8234

6 Supplemental Legal Terms

6.1 Termination

Subscriber may terminate any Order for HR OnDemand, Payroll Operations, and Benefits Services on 30 days’ written notice to Fourth. Any such notice of termination must be provided in accordance with Section 10.4 (Notices) of the Fourth General Terms and Conditions (available at www.fourth.com/legal).

6.2 Affiliates

The HR OnDemand, Payroll Operations, and Benefits Services may be offered by any affiliate of Fourth Enterprises, LLC, including without limitation Choice Employer Solutions, Inc. (CES). Invoices for the Services may be provided to Subscriber by Fourth or CES.

6.3 Customer Responsibilities and Payment Obligations

Subscriber assumes sole and exclusive responsibility for the consequences of supplying erroneous or late information to Fourth. Where Subscriber contracts for tax filing services, Subscriber shall ensure sufficient good funds to cover Subscriber’s tax deposits and other payments are in the account from which Fourth shall make withdrawals, including but not limited to payments to Fourth for its service fee, no later than the day prior to the date the payroll checks are dated, for the applicable payroll. If sufficient good funds to cover Subscriber’s tax deposits and payments are not
present in the account, Fourth may, at its sole discretion, immediately cease providing Subscriber with tax filing services and/or payroll services, whereupon Subscriber will immediately become responsible for preparation of all payroll checks and for all tax deposits and filings then and thereafter due and related penalties and interest. Notwithstanding anything to the contrary, Fourth shall have no obligation to make any payment to any governmental authority or to any other person, unless good and negotiable funds are first deposited by Subscriber in the account from which Fourth makes its withdrawals.

Any payments received from Subscriber returned for non-sufficient funds or for any other reason will be charge a one-time fee of:

1st Return = $250
2nd Return = $500

Additional Returns = 1.5% of return amount (minimum of $500)

A late payment charge of one and one-half percent (1.5%) will be added to all accounts not paid when due. Checks returned unpaid from Subscriber’s bank will be subject to the late payment charge plus any additional costs incurred by Fourth. An unpaid balance will also be subject to periodic charge of one and one-half percent (1.5%) per calendar month (or such maximum lesser interest amount if set by applicable law at a lower amount) until paid in full. Fourth reserves the right to, in its sole discretion, to change the payment method and timing by Subscriber, or terminate this
Agreement if full payment is not made when due.

Should Fourth be forced to seek reimbursement from Subscriber for any wages, payroll Service Fees, administrative fees, or other monies due and owing Fourth, Subscriber shall further be responsible for any and all costs of collection, including attorney’s fees and costs. Fourth may charge additional fees for any refilings, amendments, or corrections of initial data sent to us.

6.4 Indemnification

Subscriber will, at its sole expense, defend Fourth from and settle any claim, fine, fees, or penalties claimed or levied against Fourth to the extent arising from or relating to its breach of the General Terms and Conditions or these Solution Terms including without limitation Subscriber not providing required information in a complete, accurate, and timely manner, and will indemnify Fourth from all damages, costs, fines, fees, penalties, and attorneys’ fees finally awarded and unappealable against Fourth as a result of such Claim, including without limitation any penalties and fines from a government entity for any late, incomplete, incorrect, data including any required refiling or
amendments to initial filings.

6.5 Disclaimer

Fourth is not engaged in the practice of law or the provision of legal services. Subscriber is completely and independently responsible for its own legal rights and obligations.

Subscriber understands that Fourth is not in any way acting as an employer, co-employer, joint employer, or as an employment agency with regard to any of Subscriber’s employees.