Complete Plan Partner Services Agreement
BACKGROUND
A. Partner is in the business of identifying, screening, and placing temporary or contract workers (each, a “Contractor”) at client companies (each, a “Client”) for temporary or contract assignments (each, an “Assignment”).
B. Company is in the business of serving as an employer of record for such Contractors and providing related back-office payroll and invoicing services to Partners in exchange for a fee quoted as a percentage of the gross wages paid.
OPERATIVE PROVISIONS
In consideration of the foregoing, the parties hereby agree as follows:
1. COMPANY SERVICES; CLIENT INVOICES
a. The Company shall provide the services set forth on Exhibit A (the “Services”). In connection with the Services, the Company shall serve as the employer of record for Form W-2 Contractors placed by Partner with Partner’s Clients or as agent of record for Form 1099 Contractors who are Placed by Partner with Partner’s Clients, as the case may be. The Company shall also provide back office payroll and invoicing services, as described in each applicable Client Services Agreement, for and on behalf of Partner with respect to those Assignments.
b. The Company shall invoice the Client weekly for the payroll processed by the Company at the bill rates agreed upon between Partner and Client. Partner consents and intends that only the Company will invoice and collect payment from Clients in connection with Assignments processed through the Company. Partner shall not invoice nor collect payment from Clients. In the event Partner receives payment of invoices from Clients directly, Partner shall remit any such funds to the Company within two (2) business days of receipt. If Partner does not timely remit such funds, the Company may immediately initiate an ACH debit to recover such funds.
2. COMPANY FEE AND PARTNER PROFIT DISTRIBUTION
a. Partner shall review the Pricing Calculator in the Partner Portal before submitting each Assignment, which will show the summary of all fees and upgrades (the “Company Fee”). The Company Fee will be reflected in the Partner’s customized pricing calculator available when logged into the Company’s Partner Portal. Modifications to base pricing will be included in the www.backofficestaffingsolutions.comresults obtained from the pricing calculator. Pay rates below $25/hour will be subject to a 2% surcharge to the Company Fee.
b. The Company shall charge a flat-rate fee of ten percent (10%) of gross payments for any Form 1099 Contractors and other non-taxable payments.
c. The Company shall charge a flat-rate fee of (1) ten percent (10%) of stipends paid to contractors under workers’ compensation codes 8810 and 8871 or (2) sixteen percent (16%) of stipends paid to contractors under all other workers’ compensation codes.
d. The Company’s obligations under this Agreement with respect to any Contractor will not take effect until after each of the following has occurred: (1) the Company, the Partner, and the Client have signed and delivered the relevant Partner Service Agreement and Client Service Agreement, as the case may be; and (2) the Contractor has completed all required onboarding in the Company portal.
e. The Company shall process Partner Profit Distributions each Friday for all collections on invoices that are received by the Company by Wednesday of that same week. “Partner Profit Distribution” means the amount collected from the Client during that week, minus (A) the applicable gross wages paid to each Contractor, (B) the applicable payroll burdens on such gross wages incurred by the Company, including items such as FUTA, SUTA, social security, Medicare, workers’ compensation and applicable state and local taxes, (C) the Company Fee, (D) the actual gross wages and related payroll burdens (see (B) above) incurred for any paid sick leave or paid time off that Company is required by law to pay on behalf of each Contractor, (E) stipends and expenses paid to Contractors, (F) any pre-employment fees or adjustments, including screening fees, drug tests, and background checks, (G) any Finance Charges incurred under this Agreement, (H) any invoices charged back to the Partner, along with the related fees, under this Agreement and (I) any gross payroll and related payroll burden adjustments recorded during that week but related to a Partner Profit Distribution previously paid by the Company
f. Partner may edit the Client Service Agreement to pass on to the Client items (D) and (F), above. Partner may also charge finance charges to Clients under the terms of the applicable Client Services Agreement.
g. Partner hereby authorizes Company to (1) make payments to Partner via ACH deposits (the “ACH credits”) and (2) make withdrawals for payments from Partner via ACH withdrawals (the “ACH debits”), as provided by this Agreement, and in accordance with the Authorization for ACH Credit and Debit Agreement executed by Partner.
h. If a Partner Profit Distribution calculation results in a negative distribution amount, the negative distribution amount will carry over to the subsequent week’s Partner Profit Distribution calculation. If there is a cumulative negative Partner Profit Distribution amount after the calculation in the subsequent week, Partner must cure the cumulative negative distribution via ACH within three (3) business days after the Company gives notice of the cumulative www.backofficestaffingsolutions.com 2negative distribution to the Partner. If Partner does not timely remit such funds, it becomes immediately payable via ACH debit by the Company.
3. CLIENT CREDIT AND NON-PAYMENT.
a. Company may, in its sole discretion, accept or deny or terminate any Client or Assignment based on Company’s analysis of Client’s creditworthiness, or any other reason.
b. The Company will finance the gross payroll and related payroll burdens for up to 45 days. Partner will be assessed a finance charge of 1.5% of the invoice for all invoices aged 45 days from invoice date, irrespective of the Client’s invoice payment terms, and an additional 1.5% every 30 days thereafter (the “Finance Charge”). For example, an invoice aged 45 days from the invoice date will incur a Finance Charge of 1.5% and on day 75, an additional Finance Charge of 1.5% will be applied, and recurring every 30 days thereafter.
c. If an invoice remains unpaid for 90 days after the invoice date, the invoice amount will be charged back to the Partner through the Partner Profit Distribution calculation. Partner shall reimburse Company for any fees incurred. If the invoice is sent out for collections, any collection fees or attorney fees will also be owed to Company. The Company will deduct any such fees due from the Partner Profit Distribution.
d. If the invoice is subsequently collected, Company will repay Partner the net amount received by the Company for the invoice via the next Partner Profit Distribution calculation.
a. The term of this Agreement will be for one (1) year and will automatically renew on the first anniversary and every year thereafter. Either party may terminate the Agreement at any time with 90 days’ written notice (the “Notice Period”) to the other party.
b. If Partner Profit Distribution is in a deficit when notice of termination is given or during the Notice Period, the deficit is immediately due and payable. The Company will execute an ACH debit to collect such deficit. In the event the ACH debit is not sufficient to cover the deficit, the Partner must immediately remit the remaining deficit within three (3) business days. The Company must remain the Employer of Record and Agent of Record for all existing and new Contractors at the Partner’s existing and new Clients for the term of the Notice Period. Partner must make best efforts to ensure all Client invoices are paid to the Company on a timely basis.
a. A party shall not make, encourage, or otherwise facilitate any written or oral statement or communication that disparages or criticizes another party, its executives, its officers, or its employees (each, a “Protected Person”), that harms any Protected Person’s reputation, or that disrupts or impairs the party’s normal, ongoing business operations (including www.backofficestaffingsolutions.com 3in response to reference calls by current or potential customers, investors, or prospective employees), except as required by law; provided, however, that this restriction does not apply to written or oral statements by any Protected Person with any other Protected Person or with outside advisers or affiliates. This provision is not intended to prevent any person from (1) responding to any incorrect, disparaging, or derogatory statement or to any communication that could reasonably be expected to injure such person’s reputation, or (2) making any truthful statement to the extent required by law or required by any court, arbitrator, mediator, or administrative or legislative body.
a. Company shall not disclose confidential information provided by Partner. Partner shall not disclose the terms of this Agreement or of any other contracts with Company, or any pricing information related to the services performed by the Company.
7. MUTUAL INDEMNIFICATION; LIMITATION OF LIABILITY.
a. Each party shall indemnify the other party, its affiliates, and each of their respective officers, directors, shareholders, managers, members, employees, representatives, agents, successors, and assigns from and against all losses and liabilities to the extent arising out of or related to (1) the indemnifying party’s negligence, gross negligence, or intentional misconduct in performing any of its obligations under this Agreement, or (2) the indemnifying party’s material breach of this Agreement.
b. Except for indemnification obligations under this Agreement, a party will not be liable for any special, incidental, punitive, or consequential damages of any kind in connection with this Agreement even if such party has been informed in advance of the possibility of such damages.
Any notice required or permitted by this Agreement must be in writing and must be delivered as follows with notice deemed given as indicated: (1) by personal delivery when delivered personally by any reasonable method including email, fax, or hand delivery; (2) by overnight courier upon written verification of receipt; or (3) by certified or registered mail, return receipt requested, upon verification of receipt. A party shall send any such notice to the addresses set forth in this Section 8 or such other address as a party may specify in written notice in accordance with the provisions of this Section 8.
9. ADDITIONAL PROVISIONS.
The Agreement does not intend to create any agency, partnership, joint venture, or employment relationship between the parties; the parties intend only to be independent contractors. Partner has no authority to bind Company in any matter. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. New Jersey law governs this Agreement.
I Agree to the Partner Service Agreement (A PDF signing request will be issued after finishing enrollment). (Required)