HIGHFLYER HUMAN RESOURCES, LLC
MANAGED PAYROLL AND MANAGED HR SERVICES ADDENDUM
Terms and Conditions
- Purpose and Integration
This Addendum is entered into between Highflyer Human Resources, LLC (“Highflyer HR®”) and the Client identified on the cover page. This Addendum is incorporated into and made a part of the Highflyer HR® HCM Services Agreement (the “Master Agreement”). In the event of a conflict between this Addendum and the Master Agreement, the terms of this Addendum shall control with respect to the Managed Services described herein. Capitalized terms not defined in this Addendum have the meanings given to them in the Master Agreement, including its Attachment 1.
- Managed Payroll Services
2.1 Scope of Managed Payroll Services.
When Client selects Managed Payroll Services, Highflyer HR® will assume operational responsibility for the payroll processing functions described in this Section on behalf of Client. Managed Payroll Services include the following, as mutually agreed upon in the applicable service order:
- Collection, review, and processing of payroll data submitted by Client’s designated Authorized Payroll Contacts
- Calculation of gross wages, deductions, garnishments, and net pay based on information provided by Client
- Processing and remittance of federal, state, and designated local payroll tax deposits
- Filing of applicable payroll tax returns on Client’s behalf
- Transmission of direct deposit files to Client’s bank for distribution to employees
- Generation and delivery of payroll registers, funding summaries, and related reports
- Year-end W-2 and 1099 administration, subject to additional fees as set forth in the Master Agreement
2.2 Client Responsibilities – Managed Payroll.
Notwithstanding Highflyer HR®’s assumption of operational payroll functions, Client retains the following non-delegable responsibilities:
- Designating in writing one or more Authorized Payroll Contacts who are the sole individuals authorized to submit payroll data, approve changes, and authorize payroll funding on Client’s behalf. Client must notify Highflyer HR® in writing within one (1) business day of any change to Authorized Payroll Contacts.
- Providing accurate, complete, and timely payroll data including hours worked, salaries, rates of pay, deduction changes, new hire information, terminations, and any other information necessary to process payroll
- Reviewing and approving all payroll registers and funding summaries prior to the payroll funding deadline communicated by Highflyer HR®
- Ensuring sufficient funds are available in Client’s designated bank account on or before each payroll funding date
- Notifying Highflyer HR® of any payroll errors in writing within thirty (30) days of the applicable payroll processing date, after which Client waives all claims related to such payroll as set forth in Section D(7) of the Master Agreement
- Maintaining compliance with all federal, state, and local wage and hour laws, including but not limited to the Fair Labor Standards Act (FLSA), applicable state wage payment laws, and prevailing wage requirements. Highflyer HR® does not independently verify Client’s compliance with wage and hour law requirements.
2.3 Managed Payroll Does Not Create Employer Status.
Highflyer HR®’s provision of Managed Payroll Services does not make Highflyer HR® the employer, co-employer, joint employer, or professional employer organization (PEO) of Client’s employees for any purpose under federal, state, or local law, including but not limited to the FLSA, the National Labor Relations Act, ERISA, the Affordable Care Act, or any state employment statute. All employees remain solely the employees of Client. Highflyer HR® has no authority to hire, terminate, discipline, promote, set compensation, direct the work of, or otherwise exercise employer discretion over Client’s employees.
2.4 Authorized Payroll Instructions.
Highflyer HR® is entitled to rely upon any instruction, approval, or payroll data submitted by a person Client has designated as an Authorized Payroll Contact. Highflyer HR® has no obligation to independently verify the authority of any individual who identifies themselves as an Authorized Payroll Contact, provided Highflyer HR® acts in good faith. Client shall defend, indemnify, and hold Highflyer HR® harmless from any loss, liability, or expense arising from instructions submitted by unauthorized individuals or from unauthorized changes to Client’s payroll data.
2.5 Payroll Processing Deadlines and Late Submissions.
Highflyer HR® will communicate payroll submission deadlines to Client’s Authorized Payroll Contacts. If Client fails to submit accurate payroll data by the communicated deadline, Highflyer HR® may, at its election: (a) process payroll based on the most recent approved payroll data on file; (b) hold payroll processing until accurate data is received, which may result in a delayed payroll; or (c) assess a late submission fee as set forth in the Master Agreement fee schedule. Highflyer HR® shall not be liable for delayed payroll, delayed tax deposits, or related penalties resulting from Client’s failure to submit timely and accurate payroll data.
2.6 Payroll Funding Obligations.
Client must maintain sufficient funds in its designated bank account to cover all payroll liabilities, including net pay, payroll taxes, and Highflyer HR® fees, on or before the funding date for each payroll cycle. If Client’s account has insufficient funds on the funding date, Highflyer HR® may, at its election: (a) suspend payroll processing until funds are confirmed; (b) terminate this Addendum and the Master Agreement in accordance with Section M of the Master Agreement; or (c) assess a returned payment fee as set forth in the Master Agreement. Highflyer HR® shall not be responsible for any penalties, interest, employee complaints, or regulatory action resulting from Client’s failure to maintain adequate funds.
- Managed HR Services
3.1 Scope of Managed HR Services.
When Client selects Managed HR Services, Highflyer HR® will provide human resources support functions as described in this Section. The specific services provided will be determined by the service tier or statement of work agreed upon by the parties. Managed HR Services may include the following:
- HR policy and employee handbook development, review, and revision
- Job description development and classification guidance
- Onboarding and offboarding process support
- Employee relations guidance and documentation support
- Performance management guidance and documentation templates
- Leave administration support, including FMLA, ADA, state leave laws, and PTO policy guidance
- HR compliance guidance related to federal and state employment laws, including the FLSA, Title VII, ADEA, ADA, NLRA, and applicable state statutes
- Benefits administration coordination and open enrollment support
- HR audit support and documentation review
- Workplace investigation framework and documentation support
3.2 Managed HR Is Informational and Operational – Not Legal Advice.
All guidance, recommendations, policies, templates, reports, communications, and other deliverables provided by Highflyer HR® under Managed HR Services are informational and operational in nature. They are not and shall not be construed as legal advice, legal opinions, tax advice, or accounting advice.
Highflyer HR® is not a law firm and does not provide legal services. Client is strongly encouraged to seek the advice of qualified legal counsel before making any employment decision that carries legal risk, including but not limited to terminations, disciplinary actions, reductions in force, accommodation decisions, leave denials, classification changes, and responses to employee complaints or agency charges.
Client acknowledges and agrees that Highflyer HR®’s provision of HR guidance does not create an attorney-client relationship, does not satisfy Client’s obligation to obtain independent legal counsel, and does not insulate Client from legal liability arising from employment decisions.
3.3 Client Retains All Final Employment Decision-Making Authority.
All final employment decisions remain exclusively with Client. This includes but is not limited to:
- Hiring and selection of employees
- Termination, discipline, demotion, or suspension of employees
- Setting and changing compensation, benefits, hours, and working conditions
- Approval or denial of leave requests, including FMLA and ADA accommodations
- Responses to employee complaints, grievances, or internal investigations
- Classification of workers as employees or independent contractors
- Implementation of reductions in force or workforce restructuring
Highflyer HR® provides guidance and support. Highflyer HR® does not make, approve, or authorize any employment decision on Client’s behalf. Client shall not represent to any employee, applicant, regulatory agency, or third party that Highflyer HR® made or approved any employment decision.
3.4 Client Responsibilities – Managed HR.
- Designating in writing one or more Authorized HR Contacts who are authorized to request HR guidance, receive HR deliverables, and communicate with Highflyer HR® regarding HR matters
- Providing accurate and complete information about workforce composition, employment situations, applicable policies, and relevant facts when requesting HR guidance
- Reviewing all guidance, policies, templates, and other deliverables for accuracy and appropriateness before implementation
- Obtaining independent legal review of any HR deliverable that Client intends to rely upon in connection with a termination, disciplinary action, accommodation request, investigation, or other legally sensitive employment matter
- Monitoring and implementing changes to applicable employment law, even where Highflyer HR® provides periodic compliance guidance
- Maintaining all required employment records, postings, and disclosures as required by federal, state, and local law
3.5 Limitation on Liability for HR Guidance.
Highflyer HR®’s liability for any claim arising out of or related to Managed HR Services shall be limited as set forth in Section L of the Master Agreement. Highflyer HR® shall not be liable for any employment-related claim, regulatory action, agency charge, lawsuit, penalty, back pay award, damages, or legal fees incurred by Client arising from:
- Client’s implementation of HR guidance provided by Highflyer HR®
- Client’s failure to seek or follow independent legal counsel
- Client’s deviation from or disregard of HR guidance provided by Highflyer HR®
- Changes in law that occur after HR deliverables are provided and before Client implements them
- Information provided by Client that is inaccurate, incomplete, or misleading
3.6 Workplace Investigations.
When Highflyer HR® provides workplace investigation support, such support is limited to framework development, documentation templates, interview guidance, and factual summary assistance. Highflyer HR® does not conduct independent investigations, make credibility determinations, or issue findings of fact or law. All investigative conclusions, corrective actions, and resulting employment decisions are the sole responsibility of Client.
- Authorized Contacts and Security
4.1 Designation of Authorized Contacts.
Client shall complete the Authorized Contact Designation Form attached to this Addendum as Exhibit A and return it to Highflyer HR® upon execution of this Addendum. Highflyer HR® will only accept payroll instructions, data changes, and HR service requests from individuals designated by Client as Authorized Contacts. Client bears sole responsibility for maintaining accurate and current Authorized Contact information with Highflyer HR®.
4.2 Multi-Factor Verification for High-Risk Requests.
For any request involving: (a) changes to employee bank account information for direct deposit; (b) changes to Client’s funding bank account; (c) off-cycle payroll runs outside the normal payroll schedule; or (d) wire transfers or same-day ACH transactions, Highflyer HR® may require verbal confirmation from a second Authorized Contact in addition to the written or electronic instruction. Highflyer HR® is not liable for losses arising from fraudulent requests where Client’s Authorized Contact credentials were used without Client’s knowledge.
- Non-Solicitation of Employees
During the term of this Addendum and for a period of twelve (12) months following its termination or expiration, neither party shall directly or indirectly solicit for employment, hire, or attempt to hire any employee of the other party who was involved in the performance or receipt of Managed Services under this Addendum, without the prior written consent of the other party. This restriction does not apply to general public job postings not directed at a specific individual.
- Data Security and Confidentiality
All employee data, payroll data, HR records, and related information exchanged between the parties under this Addendum is subject to the confidentiality provisions of Section F of the Master Agreement. In addition:
- Client is responsible for the security of its own systems, credentials, and access controls used to submit payroll data and communicate with Highflyer HR®
- Client shall immediately notify Highflyer HR® of any suspected unauthorized access to Client’s payroll system, HCM platform credentials, or communications with Highflyer HR®
- Highflyer HR® shall notify Client within a commercially reasonable time of any confirmed breach of Highflyer HR®’s systems that directly impacts Client’s data, subject to any law enforcement or legal investigation restrictions
- Highflyer HR®’s notification obligation does not include responsibility for Client’s breach response costs, regulatory notification expenses, credit monitoring, legal defense, or regulatory fines arising from a data breach
- Fees
Managed Payroll and Managed HR Services are subject to the fees set forth in the applicable service order, quote, or fee schedule agreed upon by the parties. Managed Services fees are in addition to the base PEPM fees set forth in the Master Agreement unless otherwise specified in writing. Highflyer HR® reserves the right to adjust Managed Services fees annually as provided in Section A of the Master Agreement.
- Term and Termination
This Addendum shall remain in effect for the same term as the Master Agreement unless earlier terminated by either party upon sixty (60) days written notice. Termination of this Addendum does not terminate the Master Agreement unless Client separately elects to terminate the Master Agreement in accordance with Section M thereof. Liquidated damages for early termination of Managed Services are governed by Section M(3) of the Master Agreement. Upon termination of Managed Services, Highflyer HR® will provide reasonable transition assistance as mutually agreed upon and subject to additional fees.
- Governing Law; Entire Agreement
This Addendum shall be governed by and construed under the laws of the State of Louisiana, without regard to any applicable conflicts or choice-of-laws principles, consistent with Section I of the Master Agreement. All disputes arising under this Addendum shall be subject to the jurisdiction and venue provisions of the Master Agreement. This Addendum, together with the Master Agreement and any applicable service orders, constitutes the entire agreement of the parties with respect to Managed Payroll and Managed HR Services and supersedes all prior representations, discussions, and agreements relating to the same subject matter.
