Brotherhood Works, LLC Standard Terms and Conditions
These Brotherhood Works Standard Terms and Conditions (“Standard Terms”) are incorporated into any Order executed between Client and Brotherhood Works, LLC (together, the “Parties, or individually each a “Party”). Client agrees this Agreement has the same force and effect as any Order or other form of writing signed by Client, and that by signing the Order, Client accepts and agrees to be bound by the terms of this Agreement and accepts all the provisions of these Standard Terms. “Agreement” refers to, collectively, all contract documents entered into between the Parties, including any Order, addendum to an Order, these Standard Terms, the Pass-Through Terms and Conditions including any amendments and attachment to such documents, and any click-through terms and conditions.
AUTHORIZATION OF SERVICES.
Brotherhood Works is a full payroll service provider dedicated to serving churches and related ministries. Client has ordered certain services offered by Brotherhood Works pursuant to a signed Order. By signing an Order, Client hereby authorizes Brotherhood Works to perform the services selected by Client in the Order (“Services”). The purchase of any additional Services must be communicated to Brotherhood Works by an authorized representative of Client, in writing, through a new Order or other such writing or addendum to an Order that reasonably identifies details relating to the services to be provided. Any new Services purchased by Client through an Order will be subject to this Agreement. The start date for Services will be mutually agreed upon by Client and Brotherhood Works and specified in the Order. The commencement of Services will depend on the timely transfer of all required information from Client to Brotherhood Works during the onboarding process (“Onboarding”). Brotherhood Works reserves the right to delay the start date of Services if the required information is not received in a timely manner.Payroll Services. Brotherhood Works will perform the payroll processing services necessary in order to prepare Client’s employee paychecks; facilitate electronic full service direct deposits and stored value payroll cards; and create all necessary supporting reports, and payroll summaries.
Tax Return Generation and Filing Services. Brotherhood Works will prepare and file on Client’s behalf the quarterly and annual Social Security, Medicare, and federal, state, and local employment tax withholding reports, and returns required to be filed by employers. Brotherhood Works will collect all federal, state, and local payroll taxes on behalf of, and from, Client and remit these taxes to the appropriate taxing authorities.
Time and Attendance Tracking Services. Brotherhood Works will assist Client with implementation of a simplified time tracking tool which integrates with payroll software to allow the tracking and management of employee time cards and attendance.
Human Capital Management Platform. Brotherhood Works will assist Client with implementation of an essential or advanced version of a human capital management module which will sync with Client’s payroll and allow Client to track employment applicants, onboard new employees and perform various other human resources administrative and communication tasks.
HR Consulting Services. Upon the completion of Client’s Onboarding, Brotherhood Works will provide on Client’s behalf the human resources services to track employment applicants, onboard new employees, consult on HR compliance questions, as needed, and perform various other human resources administrative and communication tasks. The Parties acknowledge and agree that in the provision of HR Consulting Services, Brotherhood Works will not be responsible, nor does it accept responsibility, for any hiring or firing decisions and in no event will Brotherhood Works be considered a co-employer with Client of Client’s employees.
Benefits Services. Brotherhood Works will provide on behalf of Client the employee benefits support and administration services to enroll employees in benefit plans selected by Client and render benefits administrative support to Client. The Parties acknowledge and agree that in the provision of Benefits Services, Brotherhood Works will not be responsible, nor does it accept responsibility, for any hiring or firing decisions and in no event will Brotherhood Works be considered a co-employer with Client of Client’s employees.
Limited Power of Attorney. The Client agrees to appoint Brotherhood Works as its attorney-in-fact to empower and authorize Brotherhood Works to make tax deposits and sign and file employment tax returns on behalf of the Client with federal, state, and local authorities. All activities by Brotherhood Works as attorney-in-fact will be governed in accordance with this Agreement as well as all applicable federal and state laws. Client agrees to sign all requisite forms necessary for Brotherhood Works to act as Client’s attorney-in-fact to carry out the above mentioned duties on Client’s behalf.
Third Party Remittance and Reporting. Brotherhood Works will facilitate the efficient movement of information and funds from Client to third parties for new hire reporting. This does not include the collection and payment of wage garnishments.
Workers’ Compensation Annual Audit Information Assistance. Brotherhood Works will assist Client by compiling/providing the data necessary for Client to complete the annual workers’ compensation audit requirement for Client’s insurance carrier.
Limitations of Brotherhood Works Services. Client understands and agrees that through the performance of the Services detailed in this Agreement, Brotherhood Works is not rendering legal, tax, accounting, or investment advice. Brotherhood Works will not be responsible for Client’s acts or omissions or those of any other person, including without limitation, any Federal Reserve Financial Institution, Automated Clearing House or trans- mission or communication facility, any Receiver or Receiving Depository Financial Institution (RDFI).
OBLIGATIONS OF CLIENT.
New Client Requirements. Client agrees to provide all necessary and reasonable information required by Brotherhood Works as a part of the new client set-up procedure. Client agrees to complete all documents included in the new client packet and comply with all requests from Brotherhood Works in order to efficiently facilitate the beginning of the payroll client relationship. Such documents include but are not limited to:
bank account information;
credit and debit authorization;
tax authorization documents;
limited power of attorney; and
any other documents required for Brotherhood Works to perform the Services described in this Agreement. Brotherhood Works is under no obligation to perform the Services described in this Agreement if Client has not completed and provided the required set-up documents and information in a timely manner.
Required Payroll Information and Accuracy. Client agrees to supply accurate and complete payroll information three (3) banking days prior to the payroll check date. Client acknowledges that failure to timely provide this information could result in additional fees and reimbursements due to late remittance of tax, garnishment, or wage payments. Client agrees it is ultimately responsible for all payments described in this Agreement and will be liable for any fees due to late or inaccurate information.
Adequate Funds. Client agrees that adequate funds will be available in Client’s bank account at least three (3) banking days prior to the time Brotherhood Works needs to debit the account for the purposes of providing any Services under this Agreement. Failure to maintain adequate funds in Client’s bank account may result in the non-provision of Services contemplated by this Agreement under Section 7(a) and the imposition of fees to cover any penalties paid by Brotherhood Works due to the lack of available funds. Client will be responsible for promptly reimbursing Brotherhood Works for any nonsufficient funds that are fronted by Brotherhood Works on Client’s behalf. Client will also be responsible for all costs related to the collection of the insufficient funds and any other related fees, including, but not limited to, reasonable attorney fees, court costs, interest, and other costs associated with the collection of the insufficient funds, regardless of whether Services are still being provided under this Agreement.
ACH Originator. Client warrants that it is an authorized originator for Automated Clearing House (“ACH”) purposes and agrees to assume the responsibilities of Originator under the Rules adopted from time to time by the National Automated Clearing House Association (“NACHA”). Client also acknowledges that entries may not be initiated in violation of the laws of the United States. It will be the responsibility of Client that the organization of ACH transactions complies with United States law. This includes, but is not limited to, sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It will further be the responsibility of Client to obtain information regarding such OFAC enforced sanctions.
EFT Authorization. Client hereby authorizes Brotherhood Works to process Electronic Fund Transfer (“EFT”) transactions to Client’s bank account for payment of all funds reasonably anticipated under this Agreement. These EFT transactions include both debits from Client’s account for payments as well as credits to Client’s accounts for any corrections that may be necessary. Client will be required to provide the bank account information to be used by Brotherhood Works for all EFT transactions during the new client creation process.
Designate Responsible Individual(s). Client will designate specific individuals who will be responsible for communicating all payroll and tax information with Brotherhood Works. In order to maintain accurate and secure information, Brotherhood Works will only make changes to Client’s payroll and tax information, required pass- words, and additional information pertinent to Client’s payroll relationship with Brotherhood Works at the direction of these designated individuals. Any change in who is a designated responsible individual of Client must be communicated directly to Brotherhood Works in writing.
Review Reports. Client agrees to thoroughly review all reports provided by Brotherhood Works and notify Brotherhood Works of any inaccuracies found within three (3) business days of receipt. Brotherhood Works will assume the reports are accurate following this three (3) day window if Brotherhood Works does not receive any communication from Client.
Client Responsibility. Client acknowledges that it, at all times, remains solely responsible for communicating accurate information, including changes to any pertinent information, and ensuring proper funds are available so that Brotherhood Works can provide the Services described in this Agreement. Client further acknowledges that it is ultimately liable for any action or inaccuracy attributed to Client error. Client remains the employer of record for all employees who receive payroll services and/or other services under this Agreement. It is Client’s responsibility to properly classify employees as well as comply with all state and federal labor laws. Brotherhood Works is a provider of payroll and other services to businesses and organizations, and has agreed to provide those services specifically described herein to Client. Client acknowledges that it remains the employer of all of its employees, that under no circumstances will Brotherhood Works be considered or described as a co-employer of Client’s employees, and that Client retains all risks and responsibilities inherent in the role of employer, including any employment decisions, which may affect its employees. As employer, Client remains ultimately responsible for the payment of all payroll and employment taxes. If Client discovers any error in the Services performed by Brotherhood Works, Client must immediately notify Brotherhood Works of such error, but in no event later than three (3) business days after discovery of the error. Client agrees Brotherhood Works will undertake to correct any such error prior to Client taking any remedial action. Brotherhood Works acknowledges that it is responsible to perform the duties it has agreed specifically to perform and as described herein, and that it retains those risks and responsibilities inherent in those duties, but in no event does Brotherhood Works intend or accept any employer liability by virtue of its performance of Services hereunder.
Uncashed Payroll Checks. When an employee payroll check is not cashed within ninety (90) days after the check was issued to the employee, Brotherhood Works will return the uncashed funds to Client with instructions for Client to distribute the funds to the employee. Client will be responsible for complying with the un- claimed property laws, if any, of Client’s state regarding the uncashed payroll funds.
Pass-Through Terms and Conditions. Client understands that Brotherhood Works licenses and uses software products provided by third parties to provide the applications and related platforms the Services are provided on. Client agrees to comply with all Pass-Through Terms and Conditions referenced in Exhibit A to this Agreement.
Compliance and Audit. Client understands that Brotherhood Works reserves the right to conduct periodic reviews and audits of the Client’s adherence to the terms and conditions stipulated in this Agreement. This includes, but is not limited to, compliance with the standards and protocols established by NACHA and OFAC, among others. Brotherhood Works shall provide reasonable notice to the Client prior to conducting any such audits or reviews. The Client agrees to cooperate fully with Brotherhood Works in the conducting of these audits and reviews and to provide all necessary assistance and access to information as may be reasonably required by Brotherhood Works for the effective execution of this right.
PRIVACY AND CONFIDENTIALITY.
Brotherhood Works will take precautions to protect certain Client Confidential Information from unauthorized use or disclosure. This protection will exist during the term of this Agreement and continue after its termination.Definition of “Client Confidential Information”. For the purposes of this Agreement, “Client Confidential Information” includes a combination of the following personally identifiable information items relating to Client or Client’s employees: i) name; ii) Social Security number; iii) address; iv) contact information; v) bank account information; vi) wage information; and vii) date of birth.
Authorized Disclosures. Client acknowledges that Brotherhood Works may disclose Client Confidential Information to “Related Parties,” in order to: i) perform its services; and ii) offer additional services which might benefit Client. Brotherhood Works may disclose Client Confidential Information to third party service providers or vendors who are under contract to assist Brotherhood Works in processing tax or payroll services. Brotherhood Works may also disclose certain Client Confidential Information (including, but not limited to, name, address and contact information) to “Related Parties” for purposes of offering ministry-focused products or services other than payroll services. For purposes of this Agreement, “Related Parties” means Brotherhood Works’ corporate parents (Lightwell Insurance Advisors, LLC, and Brotherhood Mutual Insurance Company), together with Brotherhood Works’ employees, affiliates, subsidiaries, agents, and contractors, and the employees and agents of its parents and subsidiaries.
Exceptions. These obligations regarding privacy and Client Confidential Information will not apply to: i) disclosures that are legally required of Brotherhood Works; ii) information that is lawfully available to the public; iii) information that Client agrees may be disclosed; or iv) information that was not confidential at the time of disclosure..
CHARGES FOR SERVICES.
The charges for Brotherhood Works to provide Services to the Client will be as described in the Order and may include, collectively, any additional fees paid on behalf of the Client to any regulatory bodies and any third-party costs (“Charges”). At any time during the Initial Term or any Subsequent Term, Brotherhood Works may provide notice of a change to the Charges, which shall be effective thirty (30) days after such notice is given.USE OF CLIENT FUNDS.
Client acknowledges that Brotherhood Works: i) may from time to time choose to invest funds collected from Client for purposes of providing Services under this Agreement, and ii) will be entitled to keep potential earnings from these investments. Any losses incurred from investments will be the responsibility of Brotherhood Works. If necessary, Brotherhood Works will use its own funds to ensure proper payment is made to satisfy any payroll and tax obligations of the Client, which are subject to this Agreement. No state or federal agency assumes responsibility for the financial solvency of Brotherhood Works.TERM.
The term of any Order will commence on and continue for a period of one (1) year (“Initial Term”). The Agreement will automatically renew for successive one (1) year periods (each, a “Renewal Term”), unless terminated by either Party by giving thirty (30) days prior written notice of the expiration of the Initial Term or any subsequent Renewal Term(s).DEFAULT AND TERMINATION.
Either Party may terminate this Agreement at any time by providing sixty (60) days prior written notice to the non-terminating Party. This Agreement may also terminate immediately through Client’s act of default as described below.Client Default. Client will be considered to be in default by failing to perform any of the responsibilities outlined in this Agreement. If Client is in default, Brotherhood Works may, at its option, either: i) immediately terminate the Agreement by giving notice to Client; or ii) allow Client an opportunity to correct the default in a timely manner. Additionally, if the default is due to non-sufficient funds in Client’s bank account, Brotherhood Works may, at its option, take either of the above actions or require a wire transfer of the necessary money.
Effect of Termination. Upon termination of this Agreement, Client will be responsible to reimburse Brotherhood Works for all Services performed prior to termination, and Client agrees to pay all outstanding fees due. If Client does not pay all outstanding fees when due, Client shall be responsible for all costs of collection, including, but not limited to, reasonable attorney fees, court costs, interest, and all other costs associated with collection. Brotherhood Works will cease to bear any responsibility for providing the Services under this Agreement and Client will be solely responsible for all obligations relating to payroll, tax, third-party remittance, etc. If, at the time of termination of this Agreement, Brotherhood Works is holding funds of Client, Brotherhood Works will remit the funds to the appropriate authority, but at Client’s request will remit funds directly to the Client.
NO WARRANTY.
BROTHERHOOD WORKS MAKES NO EXPRESS OR IMPLIED WARRANTY AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT. BROTHERHOOD WORKS MAKES NO OTHER WARRANTY, PROMISE, COMMITMENT, GUARANTEE, OR REPRESENTATION WITH RESPECT TO THE SERVICES EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT.EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY.
Brotherhood Works’ entire liability and Client’s exclusive remedy under this Agreement for Brotherhood Works’ performance under this Agreement is limited to the reimbursement or remittance of all fees paid by Client during the previous twelve-month period for Services performed by Brotherhood Works. Further, BROTHERHOOD WORKS WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES AS A RESULT OF SERVICES PERFORMED UNDER THIS AGREEMENT.INDEMNIFICATION.
Client agrees to defend, indemnify, and hold harmless Brotherhood Works against liability, including reasonable costs of defense, imposed on Brotherhood Works, its affiliates, and employees, by law for damages sustained that result from Client’s negligence, Client’s acts or omissions, Client’s material breach of this Agreement, or Client’s breach of NACHA Rules, provided that Brotherhood Works has not caused or contributed to such loss by Brotherhood Works’ own acts, errors or omissions.
MISCELLANEOUS.
Entire Agreement. This Agreement (including any schedules or exhibits attached hereto), is the complete and exclusive Agreement between Client and Brotherhood Works. This Agreement will supersede any prior Agreement. In the event of a conflict between any documents signed by the Parties, the inconsistency shall be resolved by giving precedence to the following order, where applicable (i) the Order, including any addendum, (ii) these Standard Terms, and (iii) and the Pass-Through Terms and Conditions). In the event that performance of the Services provided herein in accordance with the terms of this Agreement would result in a violation of any statute, regulation, or government policy to which Brotherhood Works is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement will be deemed amended to the extent necessary to comply with such statute, regulation, or policy, and Brotherhood Works will incur no liability to Client as a result of such amendment. This Agreement will otherwise not be modified, revised, altered, added to, extended in any manner, or superseded except by an instrument in writing signed by both Client and Brotherhood Works.
Non-Waiver. The failure by either Party to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision or other provisions within this Agreement, nor prevent either Party from enforcing each and every other provision of this Agreement.
Force Majeure. Brotherhood Works will not be responsible for any delay or failure to perform obligations specified in this Agreement due to causes beyond Brotherhood Works’ reasonable control, including but not limited to acts of God, terrorism, labor disputes, or acts of any governmental authority.
Severability. The invalidity or non-enforceability of any particular provision of this Agreement will not affect the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or non-enforceable provisions were omitted.
Prior Agreements. This Agreement will supersede and take precedence over any other prior agreement between the Parties pertaining to the subject matter hereof, whether written or verbal, all of which, if any, are hereby terminated.
Assignment. This Agreement will be binding upon, and will inure to the benefit of, the Parties hereto, their respective heirs, successors and permitted assigns; provided, however, this Agreement will not be assignable by Client and may be assigned by Brotherhood Works only to Brotherhood Works’ subsidiaries and affiliates, now or hereafter existing, or to any successor in interest to or assignee of all or substantially all of the assets of Brotherhood Works.
Dispute Resolution. The Parties agree that any claim or dispute arising from or related to this Agreement will be settled by Biblically-based mediation and, if necessary, legally binding arbitration in accordance with the Rules of Procedure for Christian Conciliation of the Institute for Christian Conciliation, or other mutually acceptable alternative dispute resolution process. Judgment upon any arbitration decision may be entered in any court otherwise having jurisdiction. The Parties understand that these methods will be the sole remedy for any controversy or claim arising out of this Agreement and expressly waive their right to file a lawsuit in any civil court against one another for such disputes, except to enforce an arbitration decision. The arbitration will be heard and decided by a panel of three (3) arbitrators selected from a list of proposed arbitrators provided by the Institute for Christian Conciliation. The arbitration decision rendered by the panel so selected will be final and binding on all Parties.
Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the state of Indiana or federal trade secret law, as applicable, without giving effect to any choice or conflict of law provision or rule (whether of the state of Indiana or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the state of Indiana, or federal trade secret law. Each Party to this Agreement submits to the jurisdiction of the state and federal courts in Indiana, and to the venue in Fort Wayne, Indiana, for purpose of any action or proceeding arising out of or related to this Agreement.
Notices. Except as otherwise provided herein, any written notice or other written communication required or permitted to be given under this Agreement will be delivered or sent by United States mail, by facsimile transmission, hand-delivered, or by e-mail to the contact information of the Parties listed below:
If to Brotherhood Works:
Brotherhood Works, LLC
6400 Brotherhood Way Fort Wayne, Indiana 46825
Email: payroll@BrotherhoodWorks.com
If to Client:
At the address, facsimile, or e-mail included with Client’s start-up information or to such other address as may be specified in
writing by either Party.Counterparts. This Agreement may be executed in counterparts, which taken together will form one binding legal instrument. The Parties hereby consent to the use of electronic signatures in connection with the execution of this Agreement, and further agree that electronic signatures to this Agreement will be legally binding with the same force and effect as manually executed signatures.
Exhibit A
Pass-Through Terms and Conditions
These Pass-Through Terms and Conditions are made a part of and incorporated into the Agreement between Brotherhood Works, LLC and Client with respect to the applications and related platforms the Services are provided on through isolved Network, LLC (“isolved”).
Definitions.
“Authorized Vendor” means any authorized of Vendor accessing the Hosted Service.
“Documentation” means the online documentation associated with or for the use of the Hosted Service.
“Hosted Service” means the services and functionalities provided by isolved to and accessed by Client and/or its Authorized Vendor through the hosted, on-demand, cloud-based human capital management platform currently referred to as “isolved”, including any and all updates that may be made from time to time.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs.
“Users” means Client’s employees, agents, contractors, consultants, or other individuals authorized by Brotherhood Works, consistent with the terms of the Agreement, to use the Hosted Service.
Use of Service.
Client and its Authorized Vendor will access and use the Hosted Service in accordance with the Documentation and such other instructions and reasonable policies established by Brotherhood Works, LLC, in each case as in effect from time to time.Prohibited Use of Service.
Client and its Authorized Vendor will not, and will cause the Users not to: (i) resell, sublicense, lease, time-share or otherwise make the Hosted Service available to any third party; (ii) send or store infringing or unlawful material; (iii) send or store Malicious Code; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Hosted Service or the data contained therein; (v) modify, copy or create derivative works based on the Hosted Service; (vi) reverse engineer the Hosted Service; (vii) access the Hosted Service for the purpose of building a competitive product or service or copying its features or user interface; (viii) use the Hosted Service, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without isolved’s prior written consent; (ix) permit access to the Hosted Service by a third party direct competitor of isolved; (x) copy the Hosted Service or any software component provided therein; (xi) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Hosted Service is compiled or interpreted, and Client acknowledges that nothing in this Agreement will be construed to grant Client any right to obtain or use such source code; (xii) modify the Hosted Service or the Documentation, or create any derivative work from any of the foregoing; or (xiii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Client’s rights under this Agreement, in each case, other than as otherwise expressly permitted hereby or by isolved in writing prior to the first occurrence of any such event.