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2.5 Compliance with Laws. UKG shall comply with Applicable Laws in performing its obligations hereunder. Customer shall comply with Applicable Laws when using the Services and remains solely responsible for its compliance with Applicable Laws, including, but not limited to, with respect to the configuration and use of the Services and regardless of whether UKG provides assistance with Customer compliance matters.
Customer acknowledges that the specific record retention requirements established under Applicable Laws relating to Customer are the responsibility of Customer and not UKG.
2.6 Upgrades and Modifications.
2.6.1 Upgrades. The Subscription Services may be upgraded or changed at any time as required by normal business conditions, provided that such changes will not materially diminish the functionality of the Subscription Services. Any changes to the Subscription Services will be applicable to all UKG customers of the Subscription Services and material changes will be deployed with reasonable advance notice.
2.6.2 Modifications. UKG may unilaterally revise its Master Services Agreement (“MSA") terms if they are not material. For revisions that will materially change the terms of the Agreement, the revised MSA terms must be incorporated into the Agreement which will be published.
Any MSA terms or conditions unilaterally revised that are inconsistent with any material term or provision of this Agreement shall not be enforceable against the Customer, and the Customer shall not be deemed to have consented to them.
2.7 Acceptable Use. Customer will use the Subscription Services in full compliance with the Acceptable Use Policy attached as Exhibit 1 and which could be found in http://www.ukg.com/acceptable-use-policy (“Acceptable Use Policy”), which requires Customer not to (a) use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive, (b) use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device, (c) interfere with or fail to cooperate with any UKG investigation of a security incident involving any UKG system, infrastructure or customer data, (d) make network connections to any users, hosts, or networks unless Customer has permission to communicate with them, and (e) use the Service to distribute, publish, send, or facilitate the sending of unsolicited mass e-mails or other messages.
2.8 Access Credentials. Except as otherwise provided herein, Customer will not provide any third party with access credentials to the Subscription Services and will safeguard and compel all users to safeguard the access credentials. Customer will be responsible for all acts and omissions of its users. Customer will notify UKG promptly if it learns of any unauthorized use of any access credentials or any other known or suspected breach of security. If Customer allows use of the Subscription Services by any of its departments or public agencies which Customer controls without requiring such department or public
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agency to execute a separate Order with UKG to establish its own tenant environment, then Customer will be fully responsible and liable for all use and misuse of the Subscription Services by such Affiliate, and will fully cooperate with UKG in enforcing all of its rights to, interests in, and protection of the Services, including in seeking equitable remedies against any Affiliate that breaches this Agreement. Customer may also allow use of the Subscription Services by its legally bound contractors, provided such use is solely on Customer’s behalf, is strictly in compliance with the terms and conditions of this Agreement, Customer at all times remains in control of and retains management over the Subscription Services, and Customer is liable for all breaches of this Agreement by such contractor. Customer authorizes UKG to provide such Customer contractors access to the Subscription Services.
2.9 Connectivity. Customer is responsible for securing, paying for, and maintaining connectivity to the Subscription Services from Customer’s location(s) via the internet, including any and all related hardware, software, third party services, and related equipment and components for such connectivity. Customer agrees that UKG will have no liability for such connectivity and Customer will not be excused from any of its obligations under the Agreement due to the quality, speed, or interruption of the communication lines from the Customer’s location(s) to the internet.
3. Fees and Taxes
UKG understands that Customer may be subject to Applicable Laws governing payment, including availability of funds, timing of payments, late payment interest penalties, and taxes.
3.1 Fees. Customer will pay the fees on the payment terms and in the currency indicated in the Order. For each Order, the billing period of the fees will start on the Billing Start Date as set forth in the Order and will continue for the time period indicated as the Initial Term and all Renewal Terms, each as defined on the Order. Customer is responsible to pay for the Services for the entire Initial Term and each Renewal Term. UKG may increase the fees as set forth in the Order. The increased fees will be set forth in the applicable invoice.
Except as otherwise specified in the Order and this Agreement (a) subscription fees are based on Subscription Services purchased and not time of actual usage; (b) minimum quantities purchased cannot be decreased during the relevant the then current Initial Term or Renewal Term; (c) additional quantities may be purchased; and (d) payment obligations are non-cancelable and fees paid are non-refundable.
3.2 Taxes. This section applies only if Customer has not provided with a valid tax exemption certificate authorized and honored by applicable taxing authorities that covers all Taxes. The fees exclude, and Customer will be responsible for, all applicable sales, use, excise, withholding, VAT, and any other similar taxes, duties and charges of any kind imposed by any governmental entity in connection with the Services (excluding taxes based solely on UKG's income) (“Taxes”).
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3.3 Late Payment. Any invoices not reasonably disputed in writing within thirty (30) days from the date of receipt will be deemed undisputed and due. All undisputed invoices not paid within thirty (30) days after the date such amounts are due and payable may accrue interest at a rate up to the maximum allowable by applicable law. Customer will reimburse UKG for any additional reasonable cost incurred by UKG in connection with collecting any amounts payable under this Agreement. If Customer is more than thirty (30) days overdue in its payment of an undisputed amount due, then UKG reserves the right to suspend the Services provided under the applicable Order, but only until such payment is made to UKG and provided that UKG gives Customer at least ten (10) business days prior written notice of the overdue amount before UKG suspends the Services. Upon payment in full of all overdue amounts, UKG will restore the Services.
4. Data, Security and Privacy
4.1 Ownership of Customer Data. Customer shall retain ownership of all rights, title, and interests in and to Customer Data. No ownership rights in Customer Data will transfer to UKG. UKG will maintain backup copies of Customer Data as required to maintain and provide the Services, but Customer is responsible for maintaining backup copies of all data and information that Customer inputs into the Services or otherwise provides to UKG.
4.2 Use of Customer Data. Consistent with common Software as a Service (SaaS) industry practices and in accordance with Applicable Laws, UKG collects Customer Data to keep Services regularly up to date with appropriate market standards and security. All Customer Data collected is used solely for the purpose of providing and improving the Services and enhancing the customer experience with new functionalities.
4.3 Collection of Personal Information. Services may employ applications and tools that collect and process Personal Information that may be required by UKG to provide the requested Services or functionality included in or related to those Services. If Customer wishes to stop the collection and processing of Personal Information, Customer may need to uninstall or discontinue using certain Services.
4.4 Data Privacy and Security. Each Party agree to comply with Applicable Laws in its processing of Personal Information. UKG and its subprocessors will process Personal Information in accordance with UKG’s DPA. All Customer Data will be secured and protected as set forth in the Technical and Organizational Measures of UKG’s DPA.
5. Confidentiality
5.1 Definition. “Confidential Information” is any non-public information relating to a Party that is disclosed pursuant to any Order or this Agreement, and which reasonably should be understood by the recipient of such information to be confidential because of (a)
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legends or other markings; (b) the circumstances of the disclosure; or (c) the nature of the information itself.
5.2 Exceptions. Information will not be considered Confidential Information if the information was (a) in the public domain without any breach of this Agreement; (b) disclosed to the receiving Party on a non-confidential basis from a source lawfully in possession of such Confidential Information and, to the knowledge of the receiving Party, is not prohibited from disclosing such Confidential Information to receiving Party; (c) released in writing from confidential treatment by disclosing Party; or (d) is independently developed by the receiving Party without use of or reference to the Confidential Information.
5.3 Nondisclosure. Except as expressly permitted in this section, neither Party will disclose the other Party’s Confidential Information to any third party.
5.4 Protection. Each Party will secure and protect the Confidential Information of the other Party with a reasonable standard of care commensurate with the sensitivity of such Confidential Information and using precautions that are at least as stringent as it takes to protect its own Confidential Information of like nature, but no less than reasonable precautions.
5.5 Use. Each Party will only use the Confidential Information of the other Party as expressly permitted by or as required to exercise their rights, duties, and obligations under this Agreement.
5.6 Disclosure Exceptions. Confidential Information may be shared with and disclosed to (a) any Affiliate, subcontractor, or other third party who has a need to know to enable the receiving Party to exercise its rights or perform its obligations in connection with this Agreement and have non-disclosure obligations at least as stringent as the confidentiality provisions of this Agreement that apply to the Confidential Information; or (b) any court or governmental agency of competent jurisdiction, pursuant to a subpoena, order, civil investigative demand or similar process with which the receiving Party is legally obligated to comply, and of which the receiving Party notifies disclosing Party as required by a legal process, including in connection with any proceeding to establish a Party’s rights or obligations under this Agreement (provided however that, when permitted by Applicable Law, a Party will give the other reasonable prior written notice so that the disclosing Party has an opportunity to contest any disclosure required by a legal process).
5.7 FOIA/Public Disclosure Laws. Notwithstanding any confidentiality obligations in the Agreement, UKG acknowledges that Customer may be compelled to disclose Confidential Information pursuant to the Federal Freedom of Information Act and any state equivalents or other open-records or public disclosure Applicable Laws. Customer may disclose such information to third parties upon written request to the extent compelled by such Applicable
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Laws; provided that, prior to any such disclosure, Customer provides prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at UKG’s cost, if UKG wishes to limit or contest the scope of the disclosure in whole or in part.
6. Warranty
6.1 Mutual Warranties. Each Party hereby warrants that (a) it has the full right and authority to enter into this Agreement; and (b) the performance of its obligations and duties under this Agreement does not conflict with or result in a breach of any other agreement of such Party or any judgment, order, or decree by which such Party is bound.
6.2 Subscription Services Warranty. UKG warrants that the Subscription Services will substantially conform with the Documentation and that the functionality of the Subscription Services will not be materially diminished or adversely modified. In the event of a breach of the warranty described in this Section, as Customer’s exclusive remedy and UKG’s sole obligation, at UKG’s cost, UKG will make commercially reasonable efforts to remedy such breach, provided that if UKG cannot substantially remedy such breach, then Customer may terminate the affected Subscription Services in accordance with Section 7.2.2.
Customer agrees to report any non-conformance of the Subscription Services within thirty (30) days of its discovery and provide UKG with reasonable information and assistance to enable UKG to reproduce or verify the non-conforming aspect of the Subscription Services.
6.3 Professional, Support, and Training Services Warranty. UKG warrants that the Professional Services, Support Services, and Training Services will be performed by qualified personnel in a good and professional manner. In the event UKG breaches the warranty described in this Section, as Customer’s exclusive remedy and UKG’s sole obligation, UKG will reperform the deficient Professional, Support, or Training Service, at UKG’s cost, provided that if UKG cannot substantially remedy such breach, then UKG will refund any fees prepaid by Customer for the affected Services. Customer must report any deficiencies in such Services, including Professional Services, within thirty (30) days of the completion of the Services.
6.4 Disclaimer. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UKG
DISCLAIMS ALL OTHER WARRANTIES NOT SET FORTH IN THIS AGREEMENT,
EITHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF
MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM
COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, AND ANY PRODUCTS PROVIDED BY UKG. UKG
DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES OR ANY
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OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER WILL BE
UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE. THIS DISCLAIMER OF
WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND CUSTOMER MAY
HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED; HOWEVER, ANY SUCH WARRANTY RIGHTS EXTEND ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS AND ONLY TO THE EXTENT SUCH LAW PROVIDES OTHERWISE).
6.5 Customer Warranty. Customer warrants that it has all rights and required consents to provide Customer Data to UKG.
7. Term and Termination
7.1 Term of the Agreement. The term of this Agreement commences on the Effective Date and continues until the stated term in each applicable Order or as otherwise terminated as permitted in this Agreement. At the expiration of the Initial Term, and at the expiration of each Renewal Term, each as indicated on the Order, the Services will automatically renew for the duration indicated on the Order as the Renewal Term.
7.2 Types of Termination
7.2.1 Non-renewal. Either Party may terminate any Service identified in an Order upon at least sixty (60) days prior written notice to be effective at the expiration of the then current Initial Term or a Renewal Term.
7.2.2 For Cause. Either Party may terminate this Agreement, or any Service identified in an Order, if the other Party fails to perform any material obligation under this Agreement, and such Party is not able to cure the non-performance within thirty (30) days of written notice of such default with reasonably sufficient detail regarding the alleged breach, provided that UKG may immediately terminate or suspend Customer’s access to the Services without notice if Customer is in breach of the “Use Restrictions” or “Confidentiality” sections of this Agreement, or the Acceptable Use Policy to prevent further harm. Either Party may immediately terminate this Agreement and all Orders if the other Party has a receiver or similar party appointed for its property, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or files a petition in bankruptcy. Other than as expressly permitted in this Agreement, or an Order, SOW, or Services Description, neither Party may terminate this Agreement and each Party remains fully obligated to the terms and conditions herein.
7.2.3 For Non-Appropriation of Funds. If Customer is a US Federal, State, or Local
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governmental entity that relies on funding which is allocated at the federal, state and/or local level to fund the Service in the Agreement, then, to the extent required by law, the following will apply: Customer may terminate the Service in the event of a reduction in appropriations to any fund(s) from which UKG is to be paid for Services ordered under this Agreement but not yet delivered. Customer will provide a ninety (90) day prior written notice in the event of such termination to UKG and Customer agrees to pay for the products delivered and the services performed by UKG prior to the effective date of such notice. In the event of such termination, Customer shall not be entitled to a refund of pre-paid Services, such as the support fees. Customer acknowledges that by executing an Order Form for the Services, Customer has received fiscal appropriations for the amounts due during the Initial or Renewal Term (as applicable) as indicated on such Order.
7.3 Effects of Termination. The following terms apply if an Order is terminated for any reason:
7.3.1 Fees. All fees will be paid by Customer for amounts owed through the effective date of termination, and, if the Order is terminated for UKG’s breach of the Agreement, any fees prepaid by Customer for the Service not rendered prior to the effective date of termination will be credited against Customer’s account, with any remaining amounts refunded to Customer within thirty (30) days of the effective date of termination.
7.3.2 Cessation of Services. UKG will cease to provide the Services to Customer and Customer’s right to use and access the Subscription Services will end as of the effective date of termination. If Customer requires access to the Subscription Services after the effective date of termination or transition assistance, such access and assistance will be subject to mutual agreement and additional fees, under a separate Order or SOW, and will be subject to the terms and conditions of this Agreement.
7.3.3 Deletion of Customer Data. UKG will delete Customer Data after Customer’s rights to access the Subscription Services and retrieve Customer Data have ended, unless otherwise provided under this Agreement, a Services Description, Order, SOW, or another document. UKG will delete Customer Data in a series of steps and in accordance with UKG’s standard business practices for destruction of Customer Data and system backups. UKG has no obligation to retain Customer Data and Customer Data may be permanently deleted as part of UKG’s data management program(s) or practice(s), and in accordance with Applicable Laws.
7.3.4 Confidential Information. UKG and Customer will each return or destroy any Confidential Information of the other Party, with any retained Confidential Information remaining subject to this Agreement.
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8. Indemnification
8.1 Claims Against Customer. UKG will defend Customer and Customer’s respective directors, officers, and employees, who are acting on behalf of Customer (“Customer Indemnified Parties”), from and against any and all third party Claims to the extent the Services or Documentation infringe or misappropriate any registered copyright or patent.
UKG will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, damages, costs, or expenses (including, without limitation, reasonable attorneys’ fees) actually awarded by a court of applicable jurisdiction to the extent resulting from such third party Claim, or as a result of UKG’s settlement of such third party Claim.
8.2 Mitigation. In the event that a final injunction is obtained against Customer’s use of the Subscription Services by reason of infringement or misappropriation, or if in UKG’s opinion, the use of the Subscription Services is likely to become the subject of a successful Claim of infringement or misappropriation, UKG (at its option and expense) will use commercially reasonable efforts to either (a) procure for Customer the right to continue using the Subscription Services as provided in the Agreement; or (b) replace or modify the Subscription Services so that they become non-infringing but remain substantively similar to the affected Subscription Services. Should neither (a) nor (b) be commercially reasonable, either Party may terminate the applicable Subscription Services and the rights granted hereunder upon written notice, at which time UKG will provide a refund to Customer of any fees paid by Customer for the infringing elements covering the period of their unavailability.
8.3 Exceptions. UKG will have no liability to indemnify or defend Customer to the extent the alleged infringement or misappropriation of the Subscription Services is based on (a) use other than as expressly permitted by this Agreement or by UKG in writing; or (b) use in conjunction with any equipment, service, or software not provided by UKG, where the Subscription Services would not otherwise infringe, misappropriate, or become the subject of the third party Claim.
8.4 Qualifications. Customer will provide written notice to UKG promptly after receiving notice of a third party Claim. If defense of such third party Claim is materially prejudiced by a delay in providing notice, UKG will be relieved from providing such indemnity to the extent of the delay’s impact on the defense. UKG will have sole control of the defense of any indemnified third party Claim and all negotiations for its settlement or compromise, provided that UKG will not enter into any settlement which imposes any obligations on Customer without the prior written consent of Customer. Customer will cooperate fully (at UKG’s request and expense) with UKG in the defense, settlement, and compromise of any such action. Customer may retain its own counsel at its own expense, subject to UKG’s rights above.
8.5 Government Control of Defense. If Customer is a US Federal, State, or Local governmental entity, then, to the extent required by law, the following will apply: Any
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provision of the Agreement requiring UKG to defend or indemnify Customer is hereby amended, solely to the extent required by Applicable Laws, to provide that the U.S.
Department of Justice (for a Federal Customer) or applicable State Attorney General’s Office (for a SLED Customer) has the right to represent the respective Federal or SLED entity in litigation and other formal proceedings at its own cost. Subject to approval of the U.S. Department of Justice (for a Federal Customer) or applicable State Attorney General’s Office (for a SLED Customer),if applicable, Customer shall tender defense of action to UKG upon request by UKG.
8.6 This “Indemnification” section states UKG’s sole liability and Customer’s exclusive remedy for all third party Claims and damages.
9. Limitations of Liability
9.1 Monetary Cap. DURING ANY TWELVE (12) MONTH CONTRACT TERM (BEGINNING ON THE EFFECTIVE DATE OF THE APPLICABLE ORDER), UKG’S TOTAL
AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY
SERVICE PROVIDED TO CUSTOMER SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE TO UKG DURING SUCH TWELVE (12) MONTH CONTRACT TERM FOR THE SERVICE GIVING RISE TO SUCH CLAIM(S).
9.2 Exclusion of Damages. UKG WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT SERVICES; OR FOR ANY
LOST OR IMPUTED PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST
GOODWILL, OR LOST DATA RESULTING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, HOWEVER CAUSED; OR ANY DAMAGES TO THE EXTENT CAUSED BY CUSTOMER’S DATA OR APPLICATIONS, CUSTOMER’S ALLOWANCE OF UNAUTHORIZED THIRD PARTY ACCESS, OR CUSTOMER’S INTRODUCTION OF MALICIOUS CODE.
9.3 Applicability of Limitations. THESE LIMITATIONS APPLY FOR ANY REASON,
REGARDLESS OF LEGAL THEORY AND THE REASON LIABILITY IS ASSERTED,
EVEN IF UKG HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION
OR ELSEWHERE IN THIS AGREEMENT SHALL OPERATE TO EXCLUDE OR LIMIT
THE LIABILITY OF ANY PARTY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE SO LIMITED OR EXCLUDED UNDER APPLICABLE LAW. INSOFAR
AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE
PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED,
BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES
SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH
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LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. General
10.1 Jurisdiction & Dispute Resolution. This Agreement is governed by and is to be interpreted solely in accordance with the laws of the Commonwealth of Massachusetts, without regard to any conflict of law provision that would result in the application of a different body of law, and each Party agrees to submit to exclusive venue in the courts in Boston, Massachusetts in any dispute arising out of or relating to this Agreement. The United Nations Commission on International Trade Law, the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement.
10.2 Federal Government Use Provision. If the ultimate end user is a U.S. federal government entity, then it acknowledges that the Subscription Services, Equipment and Documentation consist of “commercial services” and “commercial products,” as defined in FAR 2.101, consisting of “commercial computer software,” “commercial computer software documentation” and "technical data" as these terms are used in FAR 12.211-
12.212 and in DFARS 227.7202, as applicable. All such government end users will comply with this Agreement while using Subscription Services, Equipment and Documentation. the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Subscription Services, Equipment and Documentation shall be as provided in this Agreement, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If such Customer needs any additional rights, it must negotiate a mutually agreed addendum to these Agreement specifically granting those rights.
10.3 Export. Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Customer represents that it is not on any U.S. government denied- party list and it shall not make the Services available to any person or entity that (a) is located in a country that is subject to a U.S. government embargo; (b) is listed on any U.S. government list of prohibited or restricted parties; or (c) is engaged in activities directly or indirectly related to proliferation of weapons of mass destruction.
10.4 UKG’s Employer Obligations. UKG is responsible for compliance with all requirements and obligations relating to its employees under all Applicable Laws including, but not limited to, employer’s obligations under laws relating to: payroll, income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime;
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minimum wage; social security contribution and withholding; unemployment insurance; employer’s liability insurance; worker’s compensation; veteran’s rights; and all other employment, labor, or benefits related laws.
10.5 Human Trafficking and Modern Slavery. UKG shall comply with all Applicable Laws regarding slavery and human trafficking of the state, province, and country/countries in which they are performing the Services and doing business, including, but not limited to, the California Transparency in Supply Chains Act and the United Kingdom Modern Slavery Act.
10.6 E-Verify. To the extent required by Applicable Laws, UKG agrees to utilize the U.S.
Department of Homeland Security's E-Verify system, to verify the employment eligibility of all persons assigned by UKG to perform work in the United States pursuant to this Agreement.
10.7 Severability and Waiver. The invalidity or illegality of any provision in this Agreement will not affect the validity of any other provision. All unaffected provisions remain in full force and effect. The waiver of any breach of this Agreement will not constitute a waiver of any subsequent breach or default and will not negate the rights of the waiving Party.
10.8 Surviving Provisions. Provisions in this Agreement which by their nature are intended to survive in the event of a dispute or because their obligations continue past termination of the Agreement, including provisions relating to acknowledgements, reservation of rights, use restrictions, fees, confidentiality, limits of liability, indemnification, and termination, will so survive.
10.9 Assignment. This Agreement cannot be assigned by a Party, whether by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement in its entirety (including all Orders and Statements of Work) as part of a merger, acquisition, transfer, or sale of all or substantially all of its assets, stock or business, including to an Affiliate, so long as the assignee agrees to be bound by all of the terms and conditions of this Agreement, the Orders, and Statements of Work. In the event of such an assignment, the non-assigning party shall be entitled to request from the assignee reasonable information to demonstrate that the assignee has the necessary resources and expertise to provide the Service. In no event shall Customer have the right to assign the Agreement to a direct competitor of UKG. This Agreement shall be binding on and inure to the benefit of all permitted predecessors, successors, and assigns of each Party.
10.10 Force Majeure. If an unforeseeable event reasonably beyond the control of either of the Parties arises to prevent a Party from performing its obligations under this Agreement, including, but not limited to, acts of war, terrorism, uprising, acts of nature like earthquakes or floods, measures of any governmental authority in response to pandemics, epidemics or other viral or bacterial outbreaks, civil unrest, embargoes, riots, sabotage,
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labor shortages, changes in laws or regulations, the failure of the internet or communications via common networks, failure of payment transfer mechanisms (but not lack of funds to make payments), power or system failure, or a delay in transportation (collectively “Force Majeure”), each Party will be excused from performance of its obligations under this Agreement, for the duration of the Force Majeure affecting such Party, provided that the affected Party will use reasonable efforts to mitigate the impact of the Force Majeure. Notwithstanding the foregoing, UKG remains obligated to provide disaster recovery portions of the Services to the extent not also prevented by the Force Majeure.
10.11 Publicity. UKG will not publicize matters relating to Customer’s use of the Services without Customer’s prior consent. Despite the foregoing, UKG may identify the Customer as a UKG customer and use Customer’s name, trademark, and logo, in any and all media, including without limitation, UKG’s advertising literature, marketing materials, websites, and lists of UKG’s customers; however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from UKG. For the avoidance of doubt, this section does not prohibit UKG from referencing Customer's name in a verbal format.
10.12 Notice. When either Party needs to provide notification or consent under this Agreement, those notices and consents must be in writing and considered delivered upon actual receipt. All notices to UKG must be sent to the following: [email protected] with a copy to EVP Chief Legal Officer, UKG Inc., 900 Chelmsford Street, Lowell, MA 01851.
All notices to Customer will be sent to the contact listed on the applicable Order. Notices sent elsewhere will not be considered effective under this Agreement. Any cure period required under this Agreement will begin on the date the notice is received.
10.13 eSignature. Each Party agrees that an eSignature (or a facsimile signature by the authorized representative) is evidence of acceptance of a valid and enforceable agreement.
10.14 No Third Party Beneficiaries. The provisions of this Agreement are for the sole benefit of the Parties and they will not be construed as conferring any rights on any third party nor are there any third party beneficiaries to this Agreement.
10.15 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
10.16 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the Parties or constitute any Party to be the agent of the other Party for any purpose.
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10.17 Entire Agreement. This Agreement (and any information in referenced herein, including in an exhibit, schedule, attachment, annex, or at any URL) along with any corresponding Order, SOW, and Services Description constitute the entire agreement between the Parties pertaining to each Order. This Agreement supersedes all prior and contemporaneous representations, negotiations, and communications between the Parties relating to the Services and its subject matter. Customer acknowledges that it has not relied upon any such representations, negotiations, and communications, and waives any rights or claims arising from such representations, negotiations, and communications, including any claims for fraud or misrepresentation. This Agreement may only be amended in writing signed by each of the Parties. If Customer uses its own purchase order or similar document, any terms or conditions in such purchase order are null and void. In the event of a conflict between the provisions contained in this Agreement and those contained in an Order, SOW, or Services Description, the following order of precedence shall apply:
(1) the Order, (2) this Agreement, (3) Services Description, and (4) the SOW.
11. Definitions
11.1 “Affiliates” means, as to UKG, those entities that are directly or indirectly controlled by UKG Inc.; and as to Customer, those Customer entities that directly or indirectly control, are controlled by, or are under common control with Customer. “Control” (in this context) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of the entity in respect of which the determination is being made through the ownership of the majority of its voting or equity securities, contract, or otherwise.
11.2 “Applicable Law(s)” means all laws, codes, legislative acts, regulations, ordinances, administrative rules, rules of court, and court orders applicable to a Party’s respective business.
11.3 “Claim(s)” means any and all notices, charges, claims, proceedings, actions, causes of action and suits.
11.4 “Customer Data” means all content, information, and data Customer inputs into the Subscription Services, including but not limited to Personal Information.
11.5 “Documentation” means the written specifications for the Subscription Services or other published online by UKG on its community pages accessible at https://www.ukg.com/support and https://library.ukg.com/, such as user manuals and administrator guides, as well as the Services Descriptions.
11.6 “DPA” means UKG’s U.S. Data Processing Agreement located at https://www.ukg.com/usdpa .
11.6 “Order” means an order form, agreed by both Parties, which is subject to this Agreement or otherwise references this Agreement, setting out, among other things, the type and quantity of employees that may be managed in the Subscription Services, the term of the
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Order, price and payment terms of the Services to be provided by UKG, and the fees to be paid by Customer.
11.7 “Party” or “Parties” means UKG or Customer, or both, as the context dictates.
11.8 “Personal Information” means Customer Data related to a Data Subject as defined under U.S Privacy Laws, including “personal information” as defined under the California Consumer Privacy Act (“CCPA”) and any similar terms, such as “personally identifiable information”.
11.9 “Professional Services” means the deployment, launch, configuration, implementation, integration, delivery, consulting, managed, and other similar services provided hereunder.
11.10 “Services” means the (a) Subscription Services; (b) Support Services; (c) Professional Services; (d) Training Services; and (e) other services or offerings as set forth in an Order.
11.11 “Services Description” means the supplemental terms applicable to a Subscription Service or other offerings located at http://www.ukg.com/servicesdescriptions.
11.12 “Statement of Work” or “SOW” means a document executed by both Parties, which is subject to this Agreement and the applicable Order or otherwise references this Agreement, detailing the scope of Professional Services or Training Services, the associated fees, and other applicable terms.
11.13 “Subscription Services” means those UKG software-as-a-service (“SaaS”) applications set forth on the Order, including the UKG data accessible therein, and made available to Customer via a hosted multi-tenant environment to use on a subscription basis.
11.15 “Support Services” means support and maintenance services provided by UKG for the Subscription Services, as described in this Agreement.
11.16 “Training Services” means in person and virtual instructor-led training and courses, including online, on-demand, in-product, and on-site courses provided by UKG.
11.17“UKG” means UKG Kronos Systems, LLC., a Massachusetts limited liability company with its principal place of business at 900 Chelmsford Street, Lowell, MA 01851.
1922
Exhibit “C-1” UKG Services Descriptions
1923
Exhibit “C-1” UKG Services Descriptions
UKG Extensions for Health Care Services Description
Exhibit 1 Cloud Services for Healthcare Extension
Exhibit 2 Security and Disaster Recovery
Exhibit 3 Service Level Agreement
1924
Exhibit “C-1” UKG Services Descriptions
UKG Extensions for Health Care Services Description
1925
1926
1927
1928
1929
1930
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1932
Exhibit “C-1” UKG Services Descriptions
UKG Great Place to Work Services Description
1933
Exhibit “C-1” UKG Services Descriptions
UKG Great Place to Work Services Description
1934
1935
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1938
Exhibit “C-1” UKG Services Descriptions
UKG Great Place to Work Services Description Badge Guide
1939
National List Badge Guidelines
The national list badge is awarded to companies who have achieved the top scores in a designated country. The navy blue box coloring indicates a national list badge.
(/) M E N U
6/27/25, 2:40 PM National List Badge Guide | Great Place To Work® https://www.greatplacetowork.com/national-list-badge-guide 1/14 Exhibit “C-1” UKG Services Descriptions
UKG Great Place to Work Services Description Badge Guide
1940
List Badge Alignment & Spacing
The national list badges have been designed in this square format with the Great Place To Work® logo placement in the bottom left corner. The top half of the badge is where list titles and list names will be typeset. The bottom right corner is reserved for country names and year.
Grid Alignment
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6/27/25, 2:40 PM National List Badge Guide | Great Place To Work® https://www.greatplacetowork.com/national-list-badge-guide 2/14
1941
Clear Space
(/) M E N U
6/27/25, 2:40 PM National List Badge Guide | Great Place To Work® https://www.greatplacetowork.com/national-list-badge-guide 3/14
1942
The grid shown in the above example displays the minimum area to be kept clear from any graphics or other interference. This area is directly related to half the height of the box container (x) and surrounds the brandmark at the furthest point on each side.
Approved National List Badge Alternative
The full color blue badge may be used as alternative option. This badge is approved for 2022 National List badges and must not be modified for any other badge uses. (/) M E N U
6/27/25, 2:40 PM National List Badge Guide | Great Place To Work® https://www.greatplacetowork.com/national-list-badge-guide 4/14
1943
Approved National List Badge Alternative
The full color blue badge may be used as alternative option. This badge is approved for 2022 National List badges and must not be modified for any other badge uses. (/) M E N U
6/27/25, 2:40 PM National List Badge Guide | Great Place To Work® https://www.greatplacetowork.com/national-list-badge-guide 5/14
1944
Badge Usage
To maintain consistency throughout our identity application it is essential that our brandmarks are never altered in any way. Please keep in mind that the integrity of the Great Place To Work® brand is diminished when the brandmarks are used incorrectly. It is essential that all of our brandmarks are always reproduced from the master artwork.
Creative Modifications to Avoid
(/) M E N U
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1945
Alter the color, or use any other non-approved colors.
Rotate or create any dynamic composition with the national list badge. (/) M E N U
6/27/25, 2:40 PM National List Badge Guide | Great Place To Work® https://www.greatplacetowork.com/national-list-badge-guide 7/14
1946
Add a stroke or outline to the mark or interior type.
Add a drop-shadow or outer-glow to the national list badge. (/) M E N U
6/27/25, 2:40 PM National List Badge Guide | Great Place To Work® https://www.greatplacetowork.com/national-list-badge-guide 8/14
1947
Remove the type from its container or alter the container color.
Stretch or alter the national list badge type or container. (/) M E N U
6/27/25, 2:40 PM National List Badge Guide | Great Place To Work® https://www.greatplacetowork.com/national-list-badge-guide 9/14
1948
Alter the containing shape of the national list badge.
Skew or put the national list badge on any kind of perspective rendering. (/) M E N U
6/27/25, 2:40 PM National List Badge Guide | Great Place To Work® https://www.greatplacetowork.com/national-list-badge-guide 10/14
1949
Tile or create any type of pattern with the national list badge.
Alter or amend the language on the national list badge. (/) M E N U
6/27/25, 2:40 PM National List Badge Guide | Great Place To Work® https://www.greatplacetowork.com/national-list-badge-guide 11/14
1950
Offerings (/solutions/certification)
Great Place To Work Certification (/solutions/certification) Employer Awards (/solutions/recognition)
Employee Surveys (/solutions/employee-surveys)
For All Summit (/for-all-summit)
Customer Reviews (/reviews)
Best workplaces (/solutions/certification)
Certified companies (/certified-companies)
Recent list publications (/best-workplaces)
Upcoming list publications and deadlines (/list-calendar) (/) M E N U
6/27/25, 2:40 PM National List Badge Guide | Great Place To Work® https://www.greatplacetowork.com/national-list-badge-guide 12/14
1951
Popular lists (/best-workplaces)
Fortune 100 Best Companies to Work For (/best-companies-towork-for) PEOPLE Companies that Care (/companies-that-care)
Best Small & Medium Workplaces™ (/best-small-mediumworkplaces) Fortune Best Workplaces for Women™ (/best-workplaceswomen) World's Best Workplaces (/worlds-best-workplaces)
Best Workplaces for Millennials™ (/bestworkplaces/Millennials/2024) ®
®
Insights (/resources)
Blog (/resources/blog)
Better podcast (/resources/podcast)
Free reports (/resources/reports)
News articles (/resources/articles)
Press releases (/press-releases)
Webinars (/resources/upcoming-webinars)
Newsletter sign-up (/newsletter)
Popular Resources (/resources)
Employee well-being report (/employee-wellbeing)
11 Benefits of Getting Great Place To Work Certified
(/resources/blog/11-benefits-of-getting-great-place-to-workcertified) What Is Talent Management? Definition, Strategy, Processes and Models (/resources/blog/talent-management-definitionstrategy-processes-models) How to Build a Successful Talent Acquisition Strategy
(/resources/blog/talent-acquisition-strategy-definitionbenefits-strategies) Creating a Culture of Recognition (/resources/blog/creating-aculture-of-recognition) About us (/about)
Our mission (/about)
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Our team (/team)
Our book: A Great Place To Work For All (/book)
Careers (/careers)
(/) M E N U
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1952
+1 415 844 2500 (tel:+1 415 844 2500)
(https://www.linkedin.com/company/great-placeto-work-us/) (http://www.facebook.com/GreatPlacetoWork)
(https://x.com/gptw_us)
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(http://www.youtube.com/user/GreatPlaceToWorkUS)
Terms and Conditions (/terms-and-conditions)
Privacy & Security Notice (/privacy-security-notice)
Careers (/careers)
Certification & Lists Terms (/certification-best-workplaces-lists-terms) Press (/press-releases)
Certification Badge Usage Guide (https://www.greatplacetowork.com/certification-brand-guide) National List Badge Guide (/national-list-badge-guide)
Regional List Badge Guide (/regional-list-badge-guide)
Category List Badge Guidelines (/category-list-badge-guide) U.S. Best Workplaces™ List Guidelines (/best-workplaces-list-guidelines-us) Master Services Agreement (/master-services-agreement)
Manage Cookies
(https://www.aicpa.org/soc4so)
© Great Place To Work® Institute. All Rights Reserved.
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1953
Exhibit “C-1” UKG Services Descriptions
UKG HR Service Delivery SaaS Services Description
Exhibit 1 Service Level Agreement for the Subscription Services Availability Exhibit 2 Customer Support Policy
1954
Exhibit “C-1” UKG Services Descriptions
UKG HR Service Delivery SaaS Services Description
1955
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1966
Exhibit “C-1” UKG Services Descriptions
UKG Income and Employment Verification from Equifax Services Description
1967
Exhibit “C-1” UKG Services Descriptions
UKG Income and Employment Verification from Equifax Services Description
1968
1969
1970
Exhibit “C-1” UKG Services Descriptions
UKG One View Connect Services Description
1971
Exhibit “C-1” UKG Services Descriptions
UKG One View Connect Services Description
1972
1973
Exhibit “C-1” UKG Services Descriptions
UKG One View Managed Services Description
1974
Exhibit “C-1” UKG Services Descriptions
UKG One View Managed Services Description
1975
1976
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1979
Exhibit “C-1” UKG Services Descriptions
UKG One View Payments Services Description
1980
1 (2025.02.10)
UKG One View Payments
Services Description
1. Scope
1.1. This Services Description applies to UKG’s provision of the commercially available version of the UKG One View Platform software as a service in UKG’s hosted environment (“UKG One View Platform”) and related professional services when UKG One View Payments is included on an Order. This Services Description is subject to and governed by the Order, and the agreement that governs Customer’s use of Subscription Services and related services (collectively, the “Agreement”).
1.2. For the purposes of this Services Description, (a) UKG One View Platform is considered “Subscription Services”; (b) any deployment, Launch, configuration, implementation, integration, delivery, or managed services, or any other consulting services provided by UKG for UKG One View Platform are considered as “Professional Services,” and (c) any support and maintenance services provided by UKG for UKG One View Platform are considered “Support Services,” (collectively “UKG One View Payments”). Customer acknowledges and agrees that UKG One View Payments must be used in conjunction with UKG One View Managed or UKG One View Connect.
1.3. Capitalized terms used but not defined in this Services Description will have the meanings ascribed to them in the Agreement.
2. Definitions
2.1. “Additional Services” means work requested by Customer, that is not part of UKG One View Payments and is agreed in a signed writing between the Parties.
2.2. “Bank File” means a digital document used to ensure a Customer Employee's Payroll Payment to their preferred bank account which contains information relevant to the Employee's Payroll Payment, including, but not limited to, the amount due, the date of the transaction, and any other details required by the bank to make the payment happen.
2.3. “Customer Entity” means each Customer Affiliate utilizing UKG One View Payments
2.4. “Customer Funds” means any money of any currency which is transferred, held or received by the Third Party Payment Provider for, or on behalf of, Customer or Customer’s Affiliates in the course of, or in connection with, UKG One View Payments.
2.5. “Employee” means an employee of Customer or Customer Affiliates receiving UKG One View Payments
2.6. “Funding Account” means the source account from which Customer wishes to fund the lodgement to the Customer’s nominated account.
2.7. “Incomplete Transaction” means any Payroll Payment that was not successfully completed.
2.8. “Go-Live Date” means the date on which a Payroll commences, as stated in the Order.
2.9. “Parent” means the entity defined in the Order with fifty percent (50%) or more ownership in each Customer Entity listed in Customer Entities of the Order.
2.10. “Payment Listing” means the report produced by UKG for each Payroll Run, itemising all payments to be made in respect of a Payroll, including the Transaction Details for such payments.
2.11. “Payroll” means a group of Employees who will be paid under any individual country and entity, as set forth in the Order.
2.12. “Payroll Payment” a payment itemised on a Payment Listing.
2.13. “Payroll Run” means the monthly or periodic payment of salaries and employment related payments to Employees who will be paid per Payroll, as set forth in the Order.
2.14. “Transaction Details” means in respect of a payment, the currency, amount and date of the transaction and the payor and payee bank account details.
2.15. “Third Party Payment Provider” means UKG’s subcontractor which will perform the Payroll Payment and Transaction on Customer’s behalf.
3. UKG One View Payments
3.1. UKG One View Platform. UKG will provide Customer’s authorized users with access to and use of the UKG One View Platform to enable Customer (including Customer’s Affiliates) to manage and service its payrolls for which UKG are providing UKG One View Payments. The UKG One View Platform functionalities and capabilities are as follows:
Exhibit “C-1” UKG Services Descriptions
UKG One View Payments Services Description
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2 (2025.02.10)
3.2. Employee Self-Service (ESS) Access: The ability for employees to access their payslips and view the personal information;
3.3. Manager Self-service Access: The ability for managers to access their payslips, view their personal information and have access to reporting for their staff only;
3.4. Audit Management System (AMS): The ability to review all changes to the UKG One View Platform made via HCM integration, flat file upload or direct entry via the UI to the UKG One View Platform;
3.5. UKG One View Analytics: The ability to view all dashboard and analytical views of payroll data for all payrolls in all countries;
3.6. Self-Service User Training: Access to the UKG One View Knowledge Base and its training catalog to take all relevant courses pertaining to Launch and the UKG One View Platform;
3.7. Language Packs: Language pack capability that extends beyond English to various countries and the ability to avail of all new languages as they are added to the UKG One View Platform;
3.8. UKG One View Platform User Administration: Unlimited users managed via the user attestation module for access to the UKG One View Platform.
4. Payment Solutions
4.1. The Order details the payment solution applicable to each Payroll, including the applicable fees, payment provider, payment type, payment method, funding and payment currencies, payment accountability, and funding model.
4.2. Money Movement. There are two money movement services available which UKG may solution for the Customer:
4.2.1. Locally funded: funds for Payroll Payments in each country are taken from Customer’s local or singular designated bank account(s) in said country(ies), sent to UKG’s Third Party Payment Provider and paid locally to Employees and statutory bodies. For the avoidance of doubt, this solution is provided in one local currency per Payroll.
4.2.2. Centrally funded: all funds required for Customer’s global Payroll Payment needs are taken or pushed from Customer’s singular designated bank to UKG’s Third Party Payment Provider and paid locally to Employees and statutory bodies. For the avoidance of doubt, this solution is provided in one currency from the Customer’s central account and then dispersed in each individual country in the country’s local currency.
4.2.3. The money movement services in 4.2.1 and 4.2.2 will be funded by either wire, direct debit, or reverse wire and are subject to additional charge as set forth in the Order.
4.3. Other Payment Methods (UKG One View Managed only):
4.3.1. Payment Listing: reports are automatically generated and included as standard, at no additional charge, and may be downloaded by the Customer.
4.3.2. Bank File: provided as an ISO20022-PAIN (-001.001.003) standard format, which is subject to an additional charge as set forth in the Order.
4.4. Customer understands that:
4.4.1. All Employees will be paid in the local currency for the country payroll they are paid in unless agreed and documented otherwise in the Order.
4.4.2. Customer is required to disclose any Employees within the overall headcount that are paid in more than one country during the Requirements phase of the project.
4.4.3. UKG shall not be liable to Customer for any suspension, withdrawal, interruption, termination or reinstatement of Customer’s access to UKG One View Payments.
4.4.4. In the event of civil, economic or other factors occurring in a particular jurisdiction for which UKG is contractually obliged to perform its UKG One View Payments which result in ambiguity in terms of which tax authority to pay, Customer shall determine which, if any, tax authority will, or will not, be paid. Customer acknowledges and agrees that if such payments are later disputed, Customer shall be solely liable and responsible for the funds. For the avoidance of doubt, UKG shall not be obligated to reimburse Customer for any monies paid in accordance with Customer’s determination. As an Additional Service, UKG will assist Customer in its dispute, for so long is commercially reasonable.
4.4.5. Acting as Customer’s agent hereunder, UKG acknowledges and agrees that it owes a fiduciary duty to Customer to:
4.4.5.1. Exercise proper care, skill and diligence when carrying out its obligations in relation to UKG One View Payments;
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4.4.5.2. Not act for its own benefit when carrying out its obligations in relation to the UKG One View Payments;
4.4.5.3. Not act for a Third-Party Payment Provider’s benefit when carrying out its obligations in relation to UKG One View Payments and will take all commercially reasonable steps to reinstate Customer’s access to UKG One View Payments.
4.5. Language. UKG One View Payments and any associated documents, reports and materials, shall be provided in English.
4.6. Payment Process
4.6.1. Customer shall provide all required Payroll inputs to UKG and approve the Payroll outputs produced by UKG (“Payroll Results Set”) in accordance with the payroll calendar agreed between the Parties which includes dates related to the provision of the UKG One View Payments (“Payroll Calendar”).
4.6.2. When UKG One View Payments is used with UKG One View Managed, by approving the Payroll Results set, Customer also:
4.6.2.1. approves the Payment Listing or Bank File (as applicable);
4.6.2.2. instructs UKG to book the Payroll Payments using the procedures (including, but not limited to, lodgement procedures) agreed between the Parties from time to time, and by making such instruction Customer understands that it is not acting as a Direct User (as defined hereafter) of UKG One View Payments.
4.6.3. When UKG One View Payments is used with UKG One View Connect:
4. the Customer must upload its own gross-to-net file from its provider (which must be in a standard UKG format); and
4.6.3.1. book the Payroll Payments using the procedures (including, but not limited to, lodgement procedures) agreed between the Parties from time to time, and by making such instruction Customer understands that it is not acting as a Direct User (as defined hereafter) of UKG One View Payments.
4.6.3.2. In order to complete the Payroll Payment, Customer must then complete a security authentication, as set and updated by UKG, in order to execute the Payroll Payment. UKG will not have the authority as agent of Customer (or Customer’s Parent, if applicable) to execute any Payroll Payment of Customer’s behalf.
Customer is solely responsible for completing the Payroll Payment process and providing security authentication, if applicable, and liable for any resulting damages and penalties.
4.7. Customer Funds.
4.7.1. Customer is responsible for ensuring that funds are available in Customer’s Funding Account on time to make the Payroll Payments. UKG is not responsible for any delay or failure to deliver Payroll Payments due to lack of Customer Funds, or any consequences therefrom.
4.7.2. Where Payroll Payments are not delivered due to lack of Customer Funds in the Funding Account, UKG will work with Customer to complete the necessary steps to deliver such Payroll Payments. Such efforts by UKG will constitute an Additional Service.
4.7.3. For the avoidance of doubt, Customer Funds will never be transferred to, transferred from or held in UKG accounts for any reason whatsoever.
4.8. Incomplete Transactions.
4.8.1. Customer and UKG will agree, on a case-by-case basis, to address Incomplete Transactions, which procedures will include, but not be limited to, instructions on treatment of Customer Funds associated with Incomplete Transactions
4.8.2. UKG will promptly (and in any event within 24 hours of a Third Party Payment Provider being notified) notify Customer of any Incomplete Transactions. Customer will promptly notify UKG of any Incomplete Transactions.
4.8.3. If an Incomplete Transaction is caused by: (1) Customer providing incorrect payor or payee bank account details to UKG or (2) lack of Customer Funds, UKG will work with the Customer to complete the necessary steps to deliver the applicable Payroll Payments and such efforts by UKG will constitute an Additional Service.
4.9. Direct Debits/ACH Payroll Payments
4.9.1. In order to cancel, dispute or reverse a Payroll Payment where the Payroll Payment is funded through direct debit/ACH, Customer shall: (i) contact its bank to effectuate such a change and (ii) notify UKG promptly so that UKG can notify the Third Party Payment Provider.
4.9.2. In the event that the Third Party Payment Provider has not completed an authorized Payroll Payment and Customer has notified its bank to cancel, dispute or reverse the direct debit/ACH payment, then (i) any loss arising from such cancellation, and (ii) additional cancellation fees, such as, but not limited to, administration fees or fees for redundant work, may be charged to and payable by Customer. Customer shall pay any such charges within one (1) business day of notification from UKG.
4.9.3. In the event that the Third Party Payment Provider has completed an authorized Payroll Payment before receiving cleared and settled funds from Customer, including where a direct debit/ACH payment is reversed, cancelled or disputed, and those funds are not received by the Third Party Payment Provider from the Customer, then Customer
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shall pay UKG the amount of the Payroll Payment, plus interest, at the rate of five percent (5%) per annum. Customer shall pay such amounts within one (1) business day of notification from UKG.
4.9.4. Customer is responsible and liable for any expenses incurred in connection with the Third Party Payment Provider’s authorized execution of a debit instruction(s) for Payroll Payment(s).
5. Warranty.
Each Party warrants that as of the Effective Date it or any entity or person that has direct or indirect control of fifty percent or more of its shares ("Beneficiaries") are not subject to any economic, trade or financial sanctions or other trade restrictions administered or enforced by the United Nations, the European Union, the United States of America or any other relevant jurisdiction, including, without limitation, the EU Consolidated list of persons, groups and entities subject to EU financial sanctions, the U.S. Treasury Department Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons or any similar list maintained by any EU member state or the country of registration of Customer ("Sanctions").
6. Fees.
6.1. Customer acknowledges and agrees that Immedis Inc., a subsidiary of UKG Inc. will provide one (1) consolidated invoice, with fees billed monthly in arrears, itemizing all fees by Payroll. Fees are collected via direct debit or reverse wire, unless stated otherwise in the Order. All end of year Payroll Runs will be included in the invoice submitted to Customer in January for fees payable for December.
6.2. Recurring Fees. UKG will charge invoice Customer a Per-Employee Processing Fee per Payment Run and a Statutory Processing Fee per Payment Run as set forth in the Order (“Recurring Fees”) based on actual Employee headcount and total amount of Payroll Runs per month. The Billing Start Date for Recurring Fees is the Go-Live Date. UKG reserves the right to charge different fees for any additional Payrolls requested by Customer.
6.3. Setup Fees. The Setup Fees will be billed upon the Effective Date and will be payable in accordance with the terms of the Order. The Setup Fees are based on estimates of Employee numbers for each Payroll provided by Customer as of the Effective Date. UKG will calculate actual Employee numbers on the Go-Live Date and if the actual number of Employees exceeds the number of Employees in the Order, UKG will invoice, and Customer shall pay additional Setup Fees for the excess Employees. If the actual number of Employees is less than the number of Employees in the Order, UKG not provide any refunds, pro-rations or concessions for the difference.
7. Customer Responsibilities
7.1. Customer (or where Customer is not the Parent of all Customer Entities, then Parent) must enter into a written and signed authorization for UKG One View Payments to be provided by any Third Party Payment Provider. This authorization must be completed prior to Launch. Customer understands and agrees that UKG shall only begin implementation after Customer provides a complete, true and accurate agent authorization, executed by Customer.
Customer understands that each Third Party Payment Provider will require a separate agent authorization and Customer agrees to enter into multiple agent authorizations as required. Customer understands and agrees that UKG will be free of any and all responsibility for any delays in project Launch (as defined in the Order) due to Customer’s failure to timely provide a properly executed agent authorization and any additional information required by a Third Party Payment Provider.
7.2. UKG shall have the right to require, on a reasonable basis, Customer to demonstrate its compliance with any applicable laws or rules relating to the provision of UKG One View Payments.
Customer shall provide to UKG all required inputs, and any other information UKG deems necessary for UKG One View Payments and shall approve such inputs in accordance with a mutually-agreed payroll calendar including dates related to the provision of One View Payments (the “Payroll Calendar”). Customer shall provide all such inputs and information in machine readable formats acceptable to UKG. If the Customer requires changes to the template, Customer will pay UKG for additional templates. Customer is solely responsible for providing complete, accurate, and timely inputs in accordance with the timeframes set forth in the Payroll Calendar. UKG will not audit or test the information provided by Customer. UKG will have no liability for any issues arising out of Customer’s provision of incomplete, inaccurate, outdated, or untimely information hereunder, or information provided by Customer without the required consents.
UKG will request Customer background information as necessary to set up the Customer’s account and fulfil various regulatory and legislative requirements including, but not limited to, anti-money laundering and counter terrorist financing due diligence requirements. The information will be requested prior to Launch (as defined in the Order) and periodically thereafter. If this information is not provided to UKG within thirty (30) days of the request, UKG reserves the right to terminate UKG One View Payments for cause.
7.3. Customer is solely responsible for payment of all tax penalties, interest, fines or other liability imposed by any federal, state or local government, government agency, or any other taxing authority (“Penalties”) and additional Fees if (i) the information Customer provides to UKG through UKG One View Payments is incorrect, late, inaccurate, or incomplete, (ii) Penalties are the result of a negligent act or omission of the Customer, or (iii) a party other than UKG or its ICPs (as applicable) fails to perform UKG One View Payments in a timely manner.
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7.5 The specific record retention schedules established by governmental entities applicable to Customer are the responsibility of Customer and are not the responsibility of UKG or the services being provided under the Agreement. UKG has no responsibility or liability for maintaining or retaining said records for Customer.
7.6 Where an ISO bank file is to be provided to the Customer to execute the Employee payments as indicated in the Order, the Customer is responsible for confirming directly with the relevant bank(s) for each country that within that country the ISO20022.PAIN.001.001.003 file type can be used to deliver Employee payments. This responsibility also applies to any country which utilizes the SEPA payment file (SEPA Credit Transfer in Europe).
7.7 Customer shall provide all Employee information directly to UKG. Customer shall put systems in place to respond to queries from Employees relating to their pay statement, and shall make reasonable efforts to prevent Employees contacting UKG with ad hoc queries such as:
7.7.1 factual matters agreed between Customer and UKG (including, without limitation, dates relating to the Payroll Calendar);
7.7.2 queries to which the Parties have agreed and documented standard responses, which may be referred to as FAQs; and
7.7.3 repeat queries, where UKG has already provided answers to Customer.
7.8 Customer shall ensure Customer’s staff are trained appropriately in UKG One View Payments through self-directed training made available by UKG at https://immedis.learnupon.com.
Customer shall promptly report any violation of this Section 7 to UKG and take any additional steps reasonably requested by UKG to remedy any such violation and prevent future violations.
8. Unauthorized Use.
8.1. UKG, the Third Party Payment Provider, and Customer must comply with applicable Third Party Payment Provider terms and conditions provided as part of the authorization document entered into by the Customer. Upon becoming aware of any actual or suspected breach of the Third Party Payment Provider terms and conditions, the Order, or Agreement (including this Services Description) which impacts, or could impact UKG One View Payments, UKG and Customer shall promptly inform the other Party of such breach.
8.2. UKG will ensure that any Third Party Payment Provider will:
8.2.1. only use UKG One View Payments for the purpose of making Payroll Payments (including managing Incomplete Transactions) with the prior authority of the Customer; and
8.2.2. not cause Customer Funds to be mixed with funds controlled by any person or entity other than Customer (including, but not limited to, other UKG customers or UKG itself).
9. Errors in Payment Processing
9.1. Customer will monitor, review and perform due diligence on all receipts, disbursements, proofs of submission and/or payment, and electronic acknowledgements provided by UKG or any third party (e.g. Third Party Payment Provider or ICP) (each, an “Acknowledgement”). Any and all errors that Customer discovers must be reported to UKG within fortyeighty (48) hours of the date of the Acknowledgement. If Customer fails to report such an error Customer to UKG within this forty-eighty (48) hour period, and the error should have been discovered as a result of Customer’s commercially reasonable monitoring review, and/or due diligence, then UKG, or a Third Party Payment Provider or ICP will not be responsible for providing any assistance in remediation of such error. Where Customer is responsible for an error, UKG will reasonably assist Customer in remediation of such error, at Customer’s expense, which will be billed on a time and materials basis.
9.2. If an error leads to the imposition of Penalties on Customer that would not otherwise have been imposed, then whichever Party is responsible for the error, either UKG (or Third Party Payment Provider or ICP) or Customer, shall be responsible for those Penalties.
9.3. Regardless of any responsibility for an error:
9.3.1. Customer remains responsible for payment of statutory obligations (tax, social insurances, social pensions, workers compensation, etc.) and third-party deductions relating to the Employees served by UKG under the Services Description; and
9.3.2. UKG is not responsible for an error of any third party (other than a Third Party Payment Provider or ICP).
10. Direct Use of Third Party Payment Provider Services by Customer.
10.1. Customer may request access for users to transact directly with a Third Party Payment Provider for certain non-Payroll Payments (each user, a “Direct User”).
10.2. Customer will not exercise this right without prior written notice to UKG.
1985
6 (2025.02.10)
10.3. In such a scenario, Customer shall be provided with direct access to the Third Party Payment Provider services subject to the Third Party Payment Provider’s terms and Customer shall be solely responsible for the transactions provisioned to Customer as a Direct User. For the avoidance of doubt, this means that any liability set out herein which is assumed by UKG, shall not apply to the activities of Direct Users.
11. Termination
11.1. In addition to the termination rights set forth in the Agreement:
11.2. UKG may immediately terminate a Payroll under this Services Description if UKG is unable to provide UKG One View Payments to a country or jurisdiction; and
11.3. UKG may immediately terminate or suspend the Agreement in the event of a breach of the warranty set forth in Section 5 above.
12. Key Performance Indicators
The key performance indicators (“KPIs”) shall be made available to the Customer on the UKG Community and UKG One View Knowledge Base.
Customer acknowledges that KPI Credits shall serve as Customer’s sole and exclusive remedy in connection with UKG not meeting any Minimum Performance percentage in full and final settlement of any KPI claims. For the avoidance of doubt, the KPI Credit shall be in recognition of the diminished value of the Services resulting from UKG’s failure to meet the Minimum Performance percentage, and not as a penalty. KPI Credits and the Minimum Performance percentage are set forth in the UKG Community and UKG One View Knowledge Base.
1986
Exhibit “C-1” UKG Services Descriptions
UKG Pro Clinical Scheduling Extensions Services Description
1987
Exhibit “C-1” UKG Services Descriptions
UKG Pro Extended Services Description
1988
1989
Exhibit “C-1” UKG Services Descriptions
UKG Pro Extended Services Description
1990
1 2024.03.21
UKG Pro Extended Services
Services Description
1. Services Description
This services description (“Services Description”) applies to UKG Pro Extended Services, a Subscription Service associated with the UKG Pro Pay and UKG Pro People Center. The UKG Pro Extended Services to which this Services Description applies include ES Optimization, ES Tailored Optimization, ES Analytics Assessment and Development, ES Tailored Optimization and ES Analytics Development, ES Year-End, ES Benefits Services, ES Analytics Development, ES Security and System Administration, and ES Consulting Services (collectively, “Extended Services”) as set forth in the applicable Order. This Services Description is subject to and governed by the Order and the corresponding agreement that governs Customer’s use of Subscription Services and other Services (collectively, the “Agreement”).
2. UKG Pro Extended Services – Optimization (“ES Optimization”) (includes ES Assessment, ES Security Configuration, ES Release Adoption and ES Analytics Assessment) If ES Optimization is ordered by Customer, UKG will provide Customer with the following:
ES Optimization
• ES Assessment
o Review Customer’s key business processes and touch points to Subscription Services, current configuration, any areas of concern, support case trends, and training opportunities. o Identify opportunities for improvement and best practice configuration. o Provide analysis and recommendations to optimize Subscription Services configuration. o Guide customers through making recommended configuration changes to standard delivered solution functionality which are approved in writing by Customer only. o Document specific configuration recommendations including any updates completed. o Assumptions:
UKG will review configuration for activated and deployed modules only. Employee Self-Service and Manager Self-Service are activated and deployed. UKG will schedule continuous virtual review sessions with Customer each year. • ES Security Configuration
o Overview of Customer’s current security dashboard including, but not limited to: multi-factor authentication, security notifications, Web Services (if applicable), Single-Sign On (if applicable), database encryption and platform configuration considerations. Identify opportunities for improvement and best practice configuration.
o Overview of Customer’s system administration practices including but not limited to: password administration, system settings and display options, test system usage (if applicable). Identify opportunities for improvement and best practice configuration. o Review Customer’s current role and workflows.
o Identify opportunities for improvement and recommend best practices in process, workflow and configuration to optimize security and administration within the core Subscription Services approved in writing by Customer only.
o Document specific configuration recommendations including any updates completed. o Assumptions:
UKG will review security configuration for activated and deployed modules only. Employee Self-Service and Manager Self-Service are activated and deployed. UKG will schedule continuous virtual sessions with Customer each year. • ES Release Adoption
o Identify standard delivered features and functionality in current and most recent Subscription Services software releases (Fall, Spring) that have been deployed but have not been utilized and that could be of value to Customer to streamline workflow and/or improve configuration. o Review Customer’s current configuration and gather any Customer requirements for the identified features and functionality.
o Prioritize features based on Customer feedback and UKG recommendations. o Guide Customer through turning on their prioritized selections and ensure that they have captured the go forward management into their business processes which are approved by customer in writing only.
o Document specific recommendations including any updates completed. o Provide supporting documentation and/or guide customer to training materials for new features and/or configuration changes made.
o Assumptions:
UKG will review and analyze releases for activated and deployed modules only.
Exhibit “C-1” UKG Services Descriptions
UKG Pro Extended Services Description
1991
2 2024.03.21
UKG will schedule continuous virtual sessions with Customer each year. • ES Analytics Assessment
o Discuss analytics tools, UKG Pro People Analytics usage, current challenges, areas of interest and short and long term goals for analytics.
o Provide overview of current UKG Pro People Analytics security set up. Review best practices for administering and maintaining UKG Pro People Analytics security. o Review analytics requirements and key metrics.
o Review how report inventory is managed, how requirements can be gathered and best practices for fulfilling needs quickly and effectively.
o Provide recommendations for using analytics tools to maximize efficiency, including design/tuning considerations for any long-running reports.
o Provide and prioritize recommendations based on Customer feedback and UKG’s recommendations.
o Assumptions:
UKG. will review analytics for activated and deployed modules only. UKG will schedule virtual sessions with Customer every contract year New reports will be submitted and developed via standard services request or under the ES Analytics Development Services program.
If in depth technical or functional knowledge transfer is required beyond this assessment, a service request will be required.
• General Assumptions for UKG Pro Extended Services – ES Optimization:
o Only data and information from the Subscription Services will be the basis for the ES Optimization program.
o UKG will perform the ES Optimization virtually.
o UKG will review and analyze for activated and deployed modules only. o UKG Pro Extended Services shall be provided to Customer for only the services as set forth in this Services Description. Any services outside of the scope of this Services Description will require a more extensive evaluation and update(s). Customer will be responsible for submitting a support case or Service Request to complete these efforts.
o Customer will provide the requisite level of support and participation throughout the program. o If Customer has a test environment, UKG will work with Customer to utilize the test environment prior to the Customer updating their production environment.
o Custom development or any work designated outside of the scope of this Services Description, are not included, unless expressly noted. If identified, these will be priced and completed under a separate request(s).
o Highly recommended that Customer has completed related UKG training courses for general overall solution knowledge.
3. UKG Pro Extended Services – Tailored Optimization (“ES Tailored Optimization”) (includes ES Assessment and ES Analytics Assessment ONLY and only One (1) of the following (which shall be set forth in the Order):
ES Benefits, ES Year-End, and ES Security and System Administration) If ES Tailored Optimization is ordered by Customer, UKG will provide Customer with the following:
ES Tailored Optimization
• ES Assessment
o An assessment of the Customer’s use of key core Subscription Services functional areas will determine topics of focus/review for each annual engagement period. Additional/New functional areas and topics can be evaluated and added each subsequent year. o Provide a general overview of standard delivered system functionality as it relates to how the Customer is utilizing said functionality.
o Provide analysis and recommendations to optimize Subscription Services configuration. o Guide customers through making recommended configuration changes to standard delivered solution functionality which are approved in writing by Customer only. o Document specific configuration recommendations including any updates completed. o Assumptions:
UKG will review configuration for activated and deployed modules only. Employee Self-Service and Manager Self-Service are activated and deployed. UKG will schedule continuous virtual review sessions with Customer each year.
1992
3 2024.03.21
Customer shall provide the necessary resources to complete the recommended optimization improvements.
• ES Analytics Assessment
o Discuss analytics tools, UKG Pro People Analytics usage, current challenges, areas of interest and short and long term goals for analytics.
o Provide overview of current UKG Pro People Analytics security set up. Review best practices for administering and maintaining UKG Pro People Analytics security. o Review analytics requirements and key metrics.
o Review how report inventory is managed, how requirements can be gathered and best practices for fulfilling needs quickly and effectively.
o Provide recommendations for using analytics tools to maximize efficiency, including design/tuning considerations for any long-running reports.
o Provide and prioritize recommendations based on Customer feedback and UKG recommendations. o Assumptions:
UKG will review Analytics for activated and deployed modules only. UKG will schedule virtual sessions with Customer every contract year. New reports will be submitted and developed via standard services request or under the ES Analytics Development Services program.
If in depth technical or functional knowledge transfer is required beyond this assessment, a Service Request will be required.
• General Assumptions for ES Tailored Optimization:
o Only data and information from the Subscription Services will be the basis for the ES Tailored Optimization program.
o UKG will perform the Optimization Services virtually. o UKG will review and analyze for activated and deployed modules only. o Extended Services shall be provided to Customer for only the services as set forth in this Services Description. Any services outside of the scope of this Services Description will require a more extensive evaluation and update(s). Customer will be responsible for submitting a support case or Service Request to complete these efforts.
o Customer will provide the requisite level of support and participation throughout the program. o If Customer has a test environment, UKG will work with Customer to utilize the test environment prior to the Customer updating their production environment. o Custom development or any work designated outside of the scope of this Services Description are not included, unless expressly noted. If identified, these will be priced and completed under a separate request(s).
o Highly recommended that Customer has completed related UKG training courses for general overall solution knowledge.
ES Tailored Optimization will also include one of the following: ES Benefits, ES Year End, or ES Security and Systems Administration. Customer’s selection will be set forth in the Order. See corresponding section below for additional information on the selected service.
4. UKG Pro Extended Services – Analytics Assessment and Development (“ES Analytics Assessment and Development”)
(includes ES Analytics Assessment and ES Analytics Development) If ES Analytics Assessment and Development is ordered by Customer, UKG will provide Customer with the following:
ES Analytics Assessment and Development
• ES Analytics Assessment
o Discuss analytics tools, customer People Analytics usage, current challenges, areas of interest and short and long term goals for analytics.
o Provide overview of current People Analytics security set up. Review best practices for administering and maintaining People Analytics security. o Review analytics requirements and key metrics.
o Review how report inventory is managed, how requirements can be gathered and best practices for fulfilling needs quickly and effectively.
1993
4 2024.03.21
o Provide recommendations for using analytics tools to maximize efficiency, including design/tuning considerations for any long-running reports.
o Provide and prioritize recommendations based on Customer feedback and UKG recommendations.
o Assumptions:
UKG will review Analytics for activated and deployed modules only. UKG will schedule virtual sessions with Customer every other contract year New reports will be submitted and developed under Analytics Development Services portion of service which includes 5 artifacts included with the Analytics Assessment and 10 reports every other contract year.
If in depth technical or functional knowledge transfer is required beyond this assessment, a Service Request will be required.
• ES Analytics Development as set forth in Section 8 below.
5. UKG Pro Extended Services – Tailored Optimization and Analytics Development (“ES Tailored Optimization and Analytics Development”)
(includes ES Assessment, ES Analytics Assessment and ES Analytics Development) If ES Tailored Optimization and Analytics Development is ordered by Customer, UKG will provide Customer with the following:
ES Tailored Optimization and Analytics Development
• ES Assessment
o An assessment of the Customer’s use of key core UKG Pro functional areas will determine topics of focus/review for each annual engagement period. Additional/New functional areas and topics can be evaluated and added each subsequent year.
o Provide a general overview of standard delivered system functionality as it relates to how the Customer is utilizing said functionality.
o Provide analysis and recommendations to optimize Subscription Services configuration. o Guide customers through making recommended configuration changes to standard delivered solution functionality which are approved in writing by Customer only. o Document specific configuration recommendations including any updates completed. o Assumptions:
UKG will review configuration for activated and deployed modules only. Employee Self-Service and Manager Self-Service are activated and deployed. UKG will schedule continuous virtual review sessions with Customer each year.
Customer shall provide the necessary resources to complete the recommended optimization improvements.
• ES Analytics Assessment
o Discuss analytics tools, People Analytics usage, current challenges, areas of interest and short and long term goals for analytics.
o Provide overview of current People Analytics security set up. Review best practices for administering and maintaining People Analytics security. o Review analytics requirements and key metrics.
o Review how report inventory is managed, how requirements can be gathered and best practices for fulfilling needs quickly and effectively.
o Provide recommendations for using Analytics tools to maximize efficiency, including design/tuning considerations for any long-running reports.
o Provide and prioritize recommendations based on Customer feedback and UKG recommendations.
o Assumptions:
UKG will review Analytics for activated and deployed modules only. UKG will schedule virtual sessions with Customer during initial contract year and quarterly sessions thereafter.
If in depth technical or functional knowledge transfer is required beyond this assessment, a Service Request will be required.
1994
5 2024.03.21
• ES Analytics Development as set forth in Section 8 below. • General Assumptions for UKG Pro Extended Services – Tailored Optimization and Analytics Development:
o Only data and information from the Subscription Services will be the basis for the ES Optimization program.
o UKG will perform the ES Tailored Optimization and Analytics Development virtually. o UKG will review and analyze for activated and deployed modules only. o UKG Pro Extended Services shall be provided to Customer for only the services as set forth in this Services Description. Any services outside of the scope of this Services Description will require a more extensive evaluation and update(s). Customer will be responsible for submitting a support case or Service Request to complete these efforts.
o Customer will provide the requisite level of support and participation throughout the program. o If Customer has a test environment, UKG will work with Customer to utilize the test environment prior to the Customer updating their production environment. o Highly recommended that Customer has completed related UKG training courses for general overall solution knowledge.
6. UKG Pro Extended Services – Year End (“ES Year End”) If ES Year End is ordered by Customer, UKG will provide Customer with the following:
• ES Year End
o Review Customer’s current quarterly and year-end preparation processes, review delivered standard reports that help audit for items such as negative wages, company wage and tax information, review yearend paid time off rollover policies, special year end payments, payroll calendar, deductions, Affordable Care Act (“ACA”) impacts, related workflows, company/employee data update processes, as well as Customer organization changes or business processes that could impact Year-End planning.
• Provide guidance for the configuration of Subscription Services rules for optimal set up. o Provide guidance and recommendations to the Customer for quarter-end wage and tax reporting and processing (ex. auditing wage and tax data, scheduling special payrolls, goal resets). o Provide guidance and recommendations to the Customer toward the completion of open activities that impact Year-End, including extending payroll calendars, scheduling special payrolls (ex. bonuses, stock-options, etc.), verifying and updating employee data, Year End disposition of Accruals (resets, payouts, roll-over), reconciliation of wage and tax data and the distribution of YearEnd forms and specific configuration recommendations, including any updates completed. o Share best practices around planning and preparation and utilizing other UKG resources to accomplish tasks year-end tasks as needed.
o Assumptions:
This is year-round service with key lead times identified. This ES Year-End service must be in effect at least three (3) months prior to Customer’s year end date to allow UKG adequate time to deliver the ES Year-End services for the current year end. For customers who enroll mid-year, UKG will make a reasonable effort to meet customer’s timelines, and a consolidated approach and/or limited scope may be utilized for the first year only. Customer uses Subscription Services for payroll processing. Employee self-service and manager self-service are configured with administrator/payroll access to the UKG Tax Quarter End/Year End gateways in the Subscription Services. UKG will schedule virtual sessions with Customer on an annual basis. Customer validates the following provided by UKG:
* current list of all pay codes that are used with special payments * listing of tax jurisdictions and locations
* payroll start, stop and pay dates for last pay and first pay of the year * current list of PTO plans
* current payroll calendar
• General Assumptions for ES Year End:
1995
6 2024.03.21
o Only data and information from the Subscription Services will be the basis for the ES Year-End program.
o UKG will perform the Optimization Services virtually. o UKG will review and analyze for activated and deployed modules only. o UKG Pro Extended Services shall be provided to Customer for only the services as set forth in this Services Descriptions. Any services outside of the scope of this Services Description will require a more extensive evaluation and update(s). Customer will be responsible for submitting a support case or Service Request to complete these efforts.
o Customer will provide the requisite level of support and participation throughout the program. o If Customer has a test environment, UKG will work with Customer to utilize the test environment prior to the Customer updating their production environment.
o Custom development or any work designated outside of the scope of this Services Description are not included, unless expressly noted. If identified, these will be priced and completed under a separate request(s).
o Highly recommended that Customer has completed related UKG training courses for general overall solution knowledge.
7. UKG Pro Extended Services – Benefits Services (“ES Benefits Services”) If ES Benefits Services is ordered by Customer, UKG will provide Customer with the following:
• ES Benefits
o Review Customer’s current open enrollment configuration, anticipated plan/vendor/organizational changes, planned open enrollment period(s), life events setup/utilization, company-level benefits and employee maintenance processes.
o Review Customer’s current benefit plans, new benefit plans to be offered including rates, dates and employee population to receive new benefit plan, effective dating requirements, benefit plan changes that may impact ACA reporting, existing 3rd party interface requirements, company/employee level data update strategy and any Subscription Services workflows specific to open enrollment and/or life events.
o Provide guidance for the configuration of Subscription Services rules for optimal plan setup. o Assist Customer with Open Enrollment and Life Events configuration. o Provide guidance to the Customer for validation and completion of open activities that impact Open Enrollment and Life Events, including company/employee data, validation and testing of session. o Deliver a maximum of three (3) updates to existing interfaces each year that require maintenance changes as a result of the effort. Updates to interfaces will be coordinated with the appropriate partner department.
o Assumptions:
This service is designed as a year-round service with key lead times identified. This ES Benefits service will be in effect at least three (3) months prior to Customer’s Open Enrollment date to allow UKG adequate time to deliver ES Benefits services for the current year’s Open Enrollment/Life Events period. For customers who enroll mid-year, UKG will make a reasonable effort to meet customer’s timelines, and a consolidated approach and/or limited scope may be utilized for the first year only.
Open Enrollment and/or Life Events are activated and deployed within the Subscription Services.
This service is not offered for the Benefits Prime service offering. Employee self-service and manager self-service are configured with employee access to Open Enrollment and/or Life Events in the Subscription Services. Benefits are configured in the Subscription Services—Deduction and Benefit Groups include the plans available to the employee for the plan year, including any new plans. UKG will schedule virtual sessions with Customer on an annual basis based on Customer’s Open Enrollment and Life Events timeframes.
1996
7 2024.03.21
Customer provides benefit options and associated rates/rate rules and rules for employee population assignment.
Customer validates the following provided by UKG:
* listing of all benefit plans to be included
* deduction types
* deduction plans
* payroll start, stop and pay dates for last pay and first pay of the year * coverage start/stop dates based on previous year
A separate Service Request will be required for interface updates beyond the first three (3) each year or for interfaces that are not part of or impacted by Open Enrollment. Unused updates will be forfeited at the end of each annual “Term” defined as each twelve (12) month term commencing on the Effective Date.
New interfaces are not included and will require a separate Service Request. • General Assumptions for ES – Benefits:
o Only data and information from the Subscription Services will be the basis for the ES Benefits program.
o UKG will perform ES Benefits virtually.
o UKG will review and analyze for activated and deployed modules only. o UKG Pro Extended Services shall be provided to Customer for only the services as set forth in this Services Description. Any services outside of the scope of this Services Description will require a more extensive evaluation and update(s). Customer will be responsible for submitting a support case or Service Request to complete these efforts.
o Customer will provide the requisite level of support and participation throughout the program
8. UKG Pro Extended Services – Analytics Development (“ES Analytics Development”) If ES Analytics Development is ordered by Customer, UKG will provide Customer with the following:
• ES Analytics Development
o UKG will design and build People Analytics deliverables for Customer. Maintenance is included for People Analytics deliverables produced by UKG as specified below. o People Analytics deliverables include reports, alerts, and dashboards that utilize Customer Data, as well as modification requests for existing reports, alerts, and dashboards that utilize Customer Data. Each of the following are examples of People Analytics deliverables under this Order:
A new report = 1 deliverable
A new alert = 1 deliverable
A new dashboard = 1 deliverable per subject area
A modification to an existing report, alert or dashboard = 1 deliverable. o UKG will maintain People Analytics deliverables produced under this Order as long as this Order is in effect.
o “Maintenance” includes*:
People Analytics deliverables not functioning properly according to the most recent Order for that People Analytics deliverable.
Changes to the UKG SQL database schema
Changes to the Cognos meta frame structure
* Upgrade migrations for major Cognos releases is not considered “Maintenance” for People Analytics deliverables.
o Process to request People Analytics deliverable
Customer will open a Service Request via the UKG Community to request each People Analytics deliverable.
UKG will review the request and work with the Customer to solidify requirements, create a specification, and set a delivery date.
UKG will create the People Analytics deliverable, test the People Analytics deliverable in Customer’s production SaaS Environment and release People Analytics deliverable to Customer for acceptance testing.
1997
8 2024.03.21
* Customer will sign off indicating Customer’s reasonable acceptance of People Analytics deliverable in writing to UKG within thirty (30) days of Customer’s receipt of each People Analytics deliverable (“Acceptance Period”). In the event Customer does not provide written acceptance or issues related to each People Analytics deliverable within the Acceptance Period, then that People Analytics deliverable shall be deemed accepted. • Assumptions:
o Requests for additional People Analytics deliverables that exceed the ten (10) People Analytics deliverables per contract year will be priced and processed separately. Unused People Analytics deliverables do not roll over to the following year.
o Customer will be limited to submit up to three (3) requests concurrently. Upon completion and acceptance of each People Analytics deliverable, Customer will be eligible to submit a subsequent request.
• General Assumptions for ES Analytics Development:
o Service fees in this Order are for People Analytics deliverables and associated labor only. o The ES Analytics Development Services herein do not include testing system upgrades. o Requests for additional People Analytics deliverables that exceed the ten (10) People Analytics deliverables per each twelve (12) month contract period will be priced and processed separately. o People Analytics deliverables will be tracked for each “Term” defined as each twelve (12) month term commencing on the Effective Date of this Order.
o People Analytics deliverables for each given Term must be used during the then current Term. Any People Analytics deliverables not used by end of each annual Term will be forfeited. o Customer will be limited to submit up to three (3) requests concurrently. Upon completion and acceptance of each People Analytics deliverable, Customer will be eligible to submit a subsequent request.
9. UKG Pro Extended Services – Security and System Administration (“ES Security and System Administration”)
If ES Security & System Administration is ordered by Customer, UKG will provide Customer with the following:
• ES Security and System Administration
o Review of Customer’s current security dashboard including, but not limited to: multi-factor authentication, security notifications, Web Services (if applicable), Single-Sign On (if applicable), database encryption and platform configuration considerations. Identify opportunities for improvement and best practice configuration.
o Review of Customer’s system administration practices including but not limited to: password administration, system settings and display options, test system usage (if applicable). Identify opportunities for improvement and best practice configuration. o Comprehensive review of Customer’s current:
Security role configuration, role administration and user administration for the Subscription Services(s).
System business processes and Employee Self Service (ESS) and Manager Self Service (MSS) use.
Workflow configuration and business practices for approvals around company/employee level data transactions strategy.
o Assist Customer with mapping out configuration and planned rollout period(s) of security roles, business processes and workflow changes, security utilization, company-level changes and administration and maintenance processes.
o Provide guidance and recommendations to Customer for security role, business process and workflow configuration and validation
o Assumptions:
UKG will review security configurations for activated and deployed Subscription Services modules only.
Standard, delivered security roles are activated and deployed. If not, standard roles will have to be added back to the Customer’s database.
1998
9 2024.03.21
Customer provides all related information around current system administration practices and workflow for business processes
Customer validates the following provided by UKG:
* listing of all current security roles, business processes and workflows * security and workflow configuration workbooks/documents * system administrators
* proposed roles, business processes and workflow changes Security and workflow configuration changes will be implemented upon written approval by Customer.
UKG will schedule continuous virtual review sessions with Customer each year. • General Assumptions for ES Security and System Administration:
o Only data and information from the Subscription Services will be the basis for the ES Security and System Administration program.
o UKG will perform the ES Security and System Administration virtually. o UKG will review and analyze for activated and deployed modules only. o UKG Pro Extended Services shall be provided to Customer for only the services as set forth in this Services Description. Any services outside of the scope of this Services Description will require a more extensive evaluation and update(s). Customer will be responsible for submitting a support case or Service Request to complete these efforts.
o Customer will provide the requisite level of support and participation throughout the program. o If Customer has a test environment, UKG will work with Customer to utilize the test environment prior to the Customer updating their production environment.
o Custom development or any work designated outside of the scope of this Services Description are not included, unless expressly noted. If identified, these will be priced and completed under a separate request(s).
o Highly recommended that Customer has completed related UKG training courses for general overall solution knowledge.
10. UKG Pro Extended Services – Consulting Services (“ES Consulting Services”) (includes ES Project Management and ES Solutions Consulting) If ES Consulting Services is ordered by Customer, UKG will provide Customer with the services as set forth in the Statement of Work included in the Order.
1999
Exhibit “C-1” UKG Services Descriptions
UKG Pro Pay and/or UKG Pro People Center and UKG Pro Workforce Management Services Description
Exhibit 1 Service Level Agreement for the Subscription Services Availability Exhibit 2 Customer Support Policy For UKG Pro Pay and UKG Pro People Center and UKG Pro Workforce Management
Exhibit 3 UKG Pro Payment Services
Exhibit 4 UKG Pro Print Services/Check Printing Services Exhibit 5 UKG Pro ACA Services
2000
2025.06.10
UKG Pro Pay and/or UKG Pro People Center and UKG Pro Workforce Management Services Description
1. Services Description
1.1. This Services Description applies to UKG’s provision of the commercially available version of UKG Pro Pay and/or UKG Pro People Center and UKG Pro Workforce Management software as a service application(s) as listed in Section 1.2 and services when set forth on the Order. Subscription Services shall be delivered by means of Customer’s permitted access to the infrastructure hosting Subscription Services. This Services Description is subject to and governed by the Order and the corresponding agreement that governs Customer’s use of Subscription Services and other services.
1.2. This Service Description also applies to the following Subscription Services when set forth on the Order:
(a) UKG Pro Pay, UKG Pro People Center, UKG Pro Payment Services, UKG Pro Employee Pay, UKG Pro ACA Services, UKG Pro Check Printing, UKG Pro Basic SSO, UKG Pro Employee Voice, UKG Pro HCM NPRD, UKG Pro Talent Acquisition (UKG Pro Onboarding and UKG Pro Recruiting), UKG Pro Talent, UKG Pro Performance and Coaching, UKG Pro Internal Marketplace, UKG Pro Compensation, UKG Pro Learning, UKG Pro Benefits Administration, UKG Pro Talk, UKG Pro Document Manager, UKG Pro People Assist and UKG Pro Benefits Hub.
(b) UKG Pro Workforce Management (Hourly or Salaried), UKG TeleStaff Cloud, UKG Telestaff Cloud NonProd Additional Tenant, UKG Pro Absence, UKG Pro Accruals, UKG Pro Activities, UKG Pro Advanced Scheduling, UKG Pro Workforce Management Analytics, UKG Pro Auctions, UKG Pro Workforce Management Data Hub (Enterprise or Premium), UKG Pro Forecasting, UKG Pro Gaming, UKG Pro Workforce Management Healthcare Productivity, UKG Pro Leave, UKG Pro WFM Non-Prod Additional Tenant, UKG Pro Rotation Schedule, UKG Pro Scheduling, UKG Pro Strategic Workforce Planning, UKG Pro Task Management by Thinktime, UKG Pro Timekeeping (Hourly or Salaried), UKG Pro People Analytics with Pro Workforce Management Data (Premium or Enterprise), and UKG Pro WFM Talk.
1.3. Capitalized terms used but not defined in this Services Description will have the meanings ascribed to them in the Agreement.
2. Right to Access and Use
2.1. UKG will provide Customer with access to and use of the Subscription Services during the Order Term (which include the Initial Term and the agreed successive applicable Renewal Terms). Such right of access and use is limited to the Subscription Services specified on the Order and as described in this Section 2.
2.2. The Employee Types that are set forth in the Order are defined as follows (“Employee Type”):
2.2.1. Compensated Employees: persons receiving a check, advice of deposit or otherwise compensated by the Customer using the Subscription Services.
2.2.2. HR Only Employees: persons who are not Compensated Employees, People Center Employees or Limited Access Employees and reside in the United States and Canada. These employees shall only be accessing the Subscription Services for human resources record keeping only.
2.2.3. Global Employees: persons who are not Compensated Employees, People Center Employees or Limited Access Employees and reside outside of the United States and Canada. These employees shall only be accessing Subscription Services for human resources record keeping only.
2.2.4. People Center Employees: persons not receiving a check, advice of deposit or otherwise compensated by the Customer using the Subscription Services as set forth on an Order.
2.2.5. Limited Access Employees: persons with a status of terminated who have access to the Subscription Services portal.
If Customer is using Employee Types outside of the definitions set forth in this Section 2, then UKG shall provide Customer with an updated order to amend and/or update the Employee Type usage and Customer agrees to execute such updated order. Such Order may include an increase in fees for such Employee Type and/or a change to the fees for the Subscription Services usage at the then current price. To the extent applicable to Customer, Customer shall notify UKG prior to the Billing Start Date of UKG Pro Pay and/or People Center as to which pay groups or component companies correspond to the Employee Type as set forth in the order. In the event the Customer has configured pay groups or component companies within UKG Pro Pay and UKG Pro People Center and makes changes or additions that affect the Employee Types as set Exhibit “C-1” UKG Services Descriptions
UKG Pro Pay and/or UKG Pro People Center and UKG Pro Workforce Management Services Description
2001
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forth in an Order, Customer shall notify its UKG relationship manager of any changes or additions to ensure proper usage billing setup and accurate invoicing. In the event Customer does not notify UKG of such changes or additions, UKG is not responsible for any backdated credits due to improper billing setup as a result of any changes or additions made by Customer.
3. Fees, Payment and Invoicing
3.1. Subscription Services usage is priced as identified on the Order. UKG will monitor Customer’s usage of the Subscription Services to calculate the fees.
3.2. If the Subscription Services are based on a variable usage model, then:
3.2.1. Customer will pay UKG the Subscription Services fees for the Monthly Minimum Quantity set forth in the Order, and where applicable, for any additional use of the Subscription Services in excess of the Monthly Minimum Quantity (“Usage Overage”). The monthly Subscription Services fees (based on the number of employees multiplied by the applicable Subscription Services fee) may increase or decrease if the number of employees based on the Employee Types increases or decreases, but in no event will the monthly Subscription Services fee be calculated on less than the Monthly Minimum Quantity of employees as set forth in the Order.
3.2.2. UKG will invoice the Customer for the Subscription Services as follows: (i) the Monthly Minimum Quantity commencing on the on the Billing Start Date and thereafter in accordance with the Billing Frequency stated on the Order and (ii) the Usage Overage, commencing on the earlier of the Billing Start Date or the date that Customer begins use of the Subscription Services in the UKG production environment, and monthly in arrears thereafter, unless agreed otherwise in the Order.
3.2.3. Notwithstanding section 3.2 above and as it relates to the Monthly Minimum Quantity, the parties agree that (i) if the Billing Start Date is on or before the 15th day of a calendar month, UKG will invoice Customer the Subscription Services fee for the Monthly Minimum Quantity for that month and each remaining month of the Initial Term, and (ii) if the Billing Start Date falls after the 15th day of the calendar month, UKG will invoice Customer for the Subscription Services fees of the Monthly Minimum Quantity on the first day of the following calendar month and each remaining month of the Initial Term.
3.2.4. The fees for the Launch services are based on the Launch Quantity in the Order. In the event that the number of Customer’s employees exceeds 110% of the Launch Quantity in such Order as of the applicable Subscription Services live date, then Customer agrees to pay UKG at the then current rate per each additional employee launch. For clarification purposes, this additional Launch fee if applicable shall only be charged to Customer as of the applicable Subscription Services live date and Customer shall not be charged for any additional Launch fees subsequent to that date. The Launch services shall be provided to Customer for only the services as set forth in the Statement of Work. Launch services outside of the scope of the Statement of Work shall be quoted to Customer and agreed upon by the Parties in writing.
3.3. If the Subscription Services are based on a fixed usage model, then Customer acknowledges and agrees that the UKG Pro Workforce Management Subscription Services access rights are limited based upon the number of employees identified on the Order. If Customer requires additional employees to have access rights to use the UKG Pro Workforce Management Subscription Services, then Customer may request an increase to the number of employees using the UKG Pro Workforce Management Subscription Services by entering into an additional Order.
4. Customer Data
Customer Data shall be available to Customer to retrieve at no additional charge throughout the term of an applicable Order.
5. Additional Tenant
5.1. If UKG Pro HCM NPRD is included in an Order, UKG shall make available to Customer a non-production test environment for human resources and payroll administration. Customer will receive up to a maximum of four (4) restores (initial and/or subsequent loading of Customer’s data from Customer’s production environment to Customer’s test environment) per twelve (12) month period commencing on the Billing Start Date (“Test Period”). Customer acknowledges that the test environment, while functionally the same as the production environment is not scaled for, nor designed to replicate a fully operational production environment. Customer will identify the key contact personnel who will be responsible for scheduling and coordinating all activities related to the implementation and ongoing maintenance of the test environment.
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5.2. UKG Pro Workforce Management and the related Subscriptions Services in Section 1.2(b) above, include one standard production tenant and one partial copy non-production tenant limited to 36 months of data.
Additional partial copy tenant may be ordered on an annual basis for an additional fee.
6. UKG Pro Workforce Management
6.1. AtomSphere Service and Boomi Software
If UKG Pro Workforce Management is included in an Order (but excluding UKG TeleStaff Cloud), the following shall apply. “Boomi AtomSphere Service” means the third-party service for the creation of integrations by Customer, which Customer has the right to access through UKG Pro Workforce Management. “Boomi Software” means the third-party proprietary software associated with the Boomi AtomSphere Service. As part of the Subscription Services, Customer has the right to access and use the Boomi AtomSphere Service provided by Boomi, LP. (“Boomi”) and a non-exclusive, non-transferable and non-sublicensable license to use the associated Boomi Software as part of the Boomi AtomSphere Service. Customer may use the Boomi AtomSphere Service and the Boomi Software only to create integrations to and from the Subscription Services. If the Services and right to use Subscription Services terminate, Customer’s right to access the Boomi AtomSphere Service and the Boomi Software also terminates. Customer understands and agrees that the AtomSphere Service and the Boomi Software may work in conjunction with third party products and Customer agrees to be responsible for ensuring that it is properly licensed to use such third party products.
Customer further understands and agrees that (i) the AtomSphere Service and the Boomi Software are protected by copyright and other intellectual property laws and treaties, (ii) Boomi, its Affiliates and/or its suppliers own the copyright, and other intellectual property rights in the AtomSphere Service and Boomi Software, (iii) the Boomi Software is licensed, and not sold, (iv) this Services Description does not grant Customer any rights to Boomi’s trademarks or service marks, and (v) with respect to the AtomSphere Service and Boomi Software, Boomi reserves any and all rights, implied or otherwise, which are not expressly granted to Customer in this Services Description. Customer may, at its discretion, store other data on the systems to which it is provided access in connection with its use of the AtomSphere Service (the “Hosted Environment”).
Customer is solely responsible for collecting, inputting and updating all Customer data stored in the Hosted Environment, and for ensuring that Customer complies with the Acceptable Use Policy with respect to the AtomSphere Service and Boomi Software. Customer agrees that such data may be accessed and used by Boomi and its representatives worldwide as may be needed to support Boomi’s standard business operations with respect to the AtomSphere Service and Boomi Software. Customer agrees that data consisting of Customer contact information (e.g., email addresses, names) provided as part of Maintenance AtomSphere Services may be sent to Boomi’s third party service providers as part of Boomi’s services improvement processes. In connection with the use of the Hosted Environment and the AtomSphere Service, Customer may not (i) attempt to use or gain unauthorized access to Boomi’s or to any third-party's networks or equipment; (ii) permit other individuals or entities to copy the Boomi Software; nor (iii) provide unauthorized access to or use of any Boomi Software or the associated access credentials. Customer shall cooperate with Boomi’s reasonable investigation of Hosted Environment outages, security issues, and any suspected breach of this Section.
6.2. The UKG Pro Workforce Management Data Hub Enterprise The UKG Pro Workforce Manage Data Hub Enterprise requires the use of certain Google Cloud Platform services including BigQuery and Storage. Customer will contract directly with Google for Google Cloud Platform services.
7. UKG Pro Employee Voice
If UKG Pro Employee Voice is included in an Order, Customer grants to UKG the right to sub-license de-identified Customer Data, which includes the employee survey responses to third parties (currently Mercer (US) Inc.) for the purposes of improvements to the questions sets and bench marking data. UKG Pro Employee Voice is available exclusively in the United States and Canada, and is offered only in English.
8. Service Level Agreement
The Service Level Agreement is set forth in Exhibit 1.
9. UKG Support Policy
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The UKG Support Policy attached is set forth in Exhibit 2.
10. UKG Pro Payment Services
If Customer orders the UKG Pro Payment Services and/or UKG Pro Employee Pay such Subscription Services are described in Exhibit 3.
11. UKG Pro Print Services
If Customer orders the UKG Pro Print Services/Check Printing Services, such Subscription Services are described in Exhibit 4.
12. UKG Pro ACA Services
If Customer orders the UKG Pro ACA Services, such Subscription Services are described in Exhibit 5.
13. UKG Pro Recruiting, Candidate Match
13.1. If Customer purchases access rights to UKG Pro Recruiting or UKG Pro Talent Acquisition, Customer may enable Candidate Match. UKG Candidate Match includes tools, features, and functionalities powered by artificial intelligence solely available in English and in the United States. Candidate Match is not capable of processing other languages.
13.2. Due to the probabilistic nature of artificial intelligence, the use of Candidate Match may produce inaccurate results. The Customer acknowledges and agrees that: (a) the output should not be solely relied upon as completely accurate or as a replacement for professional advice; and (b) the output must be reviewed and assessed by human reviewers for accuracy and suitability before being used or shared. The Customer remains fully responsible for any data they provide and for the results or outcomes generated by the Subscription Services after processing Customer Data.
13.3. The Candidate Match score is not intended to replace the human judgment of Customer’s own personnel during any step of the recruitment or hiring process.
13.4. Customer Responsibilities. Customer must:
13.4.1. provide legally adequate privacy notices, obtain necessary consents for the processing of personal data by Candidate Match prior deploying the functionality, and provide for individual’s rights;
13.4.2. provide individual candidates with the opportunity to opt out or opt in, as appropriate under the applicable laws, from Candidate Match and have their application and information be processed manually by Customer; and
13.4.3. use Candidate Match in accordance with applicable laws and the UKG Acceptable Use Policy.
2004
2025.06.10
EXHIBIT 1
SERVICE LEVEL AGREEMENT FOR THE
SUBSCRIPTION SERVICES AVAILABILITY
Service Level Agreement: UKG offers the Service Level Agreement (SLA) and associated SLA Credits as described herein, solely for UKG Core Subscription Services (i.e., Subscriptions Services which are subject to the Services Descriptions governing UKG Pro Pay Services and UKG Pro People Center and UKG Pro Workforce Management).
Availability: The production environment of the Subscription Services will maintain 99.75% Availability. Availability is calculated on a monthly basis as follows:
(
Monthly Minutes - Total Minutes Not Available -
Maintenance Period ) X 100% ≥ 99.75%
Monthly Minutes - Maintenance Period
Monthly Minutes: means the total time, measured in minutes, of a calendar month commencing at 12:00 am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month.
Maintenance Period: means a scheduled maintenance period within the applicable maintenance window identified below, when the Subscription Services are not available. The Maintenance Period is used for purposes of the Service Credit Calculation; UKG continuously supports the production environment on a 24x7 basis to reduce disruptions.
The current maintenance window for UKG Pro Workforce Management and related Subscription Services covered by the same Services Description for each of the data center locations is:
• US/Canada Eastern Time every Thursday from 12:00 AM to 4:00 AM • Australian Eastern Time every Thursday from 12:00 AM to 4:00 AM • Central European Time every Thursday from 2:00 AM to 6:00 AM The current maintenance window for UKG Pro Pay and/or UKG Pro People Center and related Subscription Services covered by the same Services Description for each of the data center locations is:
• System daily maintenance from 3:00 a.m. to 5:00 a.m. EST, up to but not to exceed a maximum of five (5) hours per month.
• Emergency maintenance, as required, when necessary.
• Extended release upgrade window, as required, three (3) times per year on either Saturday or Sunday from 2:00 a.m. to 8:00 a.m. EST.
• Extended system maintenance, as required, once per year on either Saturday or Sunday from 12:01 a.m. to 12:00 p.m. EST.
• If these activities will impact the Availability of the HR Service Delivery Subscription Services, UKG will use reasonable efforts to provide Customer advance notification (via e-mail for all customers having subscribed to the status page).
Total Minutes Not Available: means the total number of minutes during the calendar month that the Subscription Services is inaccessible as the result of an Outage.
Outage: means the Customer is unable to access the UKG tenant environment at any of its production data centers’ internet connection points for reasons other than (a) the failure or malfunction of equipment, applications or systems not owned or controlled by UKG or its third party suppliers providing the Subscription Services (b) the suspension of the Subscription Services in accordance with the terms of the Agreement.
Service Credit Calculation: An Outage will be deemed to commence when the Subscription Services is unavailable to Customer and ends when UKG has restored Availability to the Subscription Services. Outages in one production environment may not be added to Outages in any other production environment for purposes of calculating SLA Credits.
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SLA Credits: If, due to an Outage, the Subscription Services does not maintain 99.75% Availability, Customer is entitled to a credit to Customer’s monthly invoice for the affected month, such credit to be equivalent to 3% of Customer’s monthly Subscription Services fees for every 1% of Availability below 99.75%, but in no event to exceed 100% of Customer’s monthly Subscription Services fees. SLA Credits become available starting the month after Customer’s Subscription Services are live.
Reporting and Claims Process
UKG will provide Customer with Availability metrics on a monthly basis for each prior calendar month, upon Customer’s written request to UKG within sixty (60) days of completion of the month that Customer is claiming an SLA Credit.
Customer waives any right to SLA Credits not requested within this time period. All performance calculations and applicable SLA Credits are based on UKG’ records and data unless Customer can provide UKG with clear and convincing evidence to the contrary.
Customer acknowledges that UKG manages its network traffic in part on the basis of Customer’s utilization of the Subscription Services and that changes in such utilization may impact UKG’ ability to manage network traffic. Therefore, notwithstanding anything else to the contrary, if Customer significantly changes its utilization of the Subscription Services than what is contracted with UKG and such change creates a material and adverse impact on the traffic balance of the UKG network, as reasonably determined by UKG, the Parties agree to co-operate, in good faith, to resolve the issue. Customer further acknowledges that the SLA Credit shall serve as Customer’s sole and exclusive remedy in connection with UKG not meeting the Service Level Agreement as set forth herein in full and final settlement of any Subscription Services level claims. For the avoidance of doubt, the SLA Credit specified herein shall be in recognition of the diminished value of the Subscriptions Services resulting from UKG’s failure to meet the agreed upon level of performance, and not as a penalty.
2006
2025.06.10
EXHIBIT 2
CUSTOMER SUPPORT POLICY
FOR UKG PRO PAY AND UKG PRO PEOPLE CENTER AND UKG PRO WORKFORCE MANAGEMENT UKG provides support for all customer environments on UKG Subscription Services. Configuration of new features may be subject to additional cost depending on complexity.
Priority Based Support
UKG provides support on a "priority" basis. As such, customers with the most critical request(s) will be serviced first, pursuant to the following UKG guidelines:
Priority Level Description
Target
Response
High
A critical Customer issue with no available workaround where the Subscription Services cannot be accessed, or where the Subscription Services are experiencing major system degradation, such as:
• Cloud outage
• Unable to sign-off time cards
• Payroll data accuracy or unable to process payroll
• Totals are not accurate
• Unable to collect punches from terminals
• Unable to access a critical function within the Subscription Services
Thirty (30) minutes
or immediately via
Rapid Response
Medium
A serious Customer issue which impacts ability to utilize the Subscription Services effectively, such as:
• Intermittent or inconsistent functionality results or data accuracy (e.g., accrual balances not matching pay codes but balances are accurate)
• Data display inaccuracies or inconsistencies across multiple tasks
• Application performance is inconsistent or fluctuates One (1) business
hour or
immediately via
Rapid Response
Low
Non-critical Customer issue generally entailing use and usability issues or "how to" questions, such as:
• How do I set up a holiday pay rule?
• How do I run a report?
Within two business
(2) hours
Service Coverage Period
UKG provides support 24 hours a day, seven days a week, 365 days a year, for high priority issues. UKG provides support during business hours for medium and low priority issues.
Support Language
Support is provided in English and may be provided in French, German and Spanish in some regions during local business hours.
Support Exclusions
Support services do not include service to the Subscription Services resulting from, or associated with:
1. Failure to use the Subscription Services in accordance with UKG's published specifications;
2. Customer's end user computer or operating system malfunctions, including browser and internet connection, or failure of the internet;
3. Services required for Subscription Services programs or conversions from products or software not supplied by UKG; or
4. Implementation services, configuration changes, and custom reports.
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Critical Outages
UKG will provide continuous effort on all high priority events through either bug identification, the development of a workaround, or problem resolution. If this effort goes beyond normal business hours, the case may be passed to the after-hours team. On-going continuous effort may also be dependent on the customer's ability to provide a resource to work with UKG during this period.
Technical Escalation
UKG’s case resolution process is a team based approach structured around specific features within the Subscription Services and staffed by UKG support engineers covering the full spectrum of skill sets and technical expertise. The teams are empowered to dynamically apply the appropriate resources to a case based on severity and complexity for the fastest resolution time possible.
The teams are also integrated with the development engineering and cloud operations staff and engage their assistance and technical guidance when necessary and/or directly escalate depending on case severity and time to resolve considerations.
For situations that contain multiple cases, an account or relationship manager may be assigned to act as a single point of contact and communication regarding case resolution status, action plan development, resource integration and implementation co-ordination. The account or relationship manager remains engaged until the situation has been successfully remediated.
Management Escalation
Customers may, at any time, ask to speak to a UKG global support manager if they experience dissatisfaction with the level of service received with respect to a specific case or service in general. To contact a UKG global support manager, please telephone your UKG support services center and ask to speak to a manager. Phone numbers are listed on the UKG Community at https://community.kronos.com/s/article/KB13193.
Remote Support
UKG utilizes a web-based screen-sharing tool of its choosing that enables UKG to support Customers by empowering our support representatives to remotely view the computer of a Customer’s user. By connecting through the internet or via intranets and extranets, support representatives will work in real time with Customer’s users and quickly escalate to desktop sharing, which features mutual mouse and keyboard control and whiteboard capability.
UKG Community
UKG provides Customers with access to the UKG Community, which includes access to how-to articles and discussion boards, as well as the ability to open support cases. The UKG Community helps Customers make the most of its UKG solutions by putting tools and resources at its fingertips in a collaborative, intuitive online space — a space that makes opening a case, accessing support, and viewing all Customer’s account information easier than ever. Streamlined and searchable, the information Customers need is just a click away.
Additional Support Options
As part of the Support Services, UKG may also provide:
• UKG Onboarding Experience: Step-by-step guidance to assist Customer during onboard activities • Success Manager: A UKG resource to provide guidance on best practices in using Subscription Services • Integration/API Support: Assistance with enhancing and updating existing APIs and integrations • New Feature Review and Activation Assistance: Guidance on new features of Subscription Services and how to enable them
• Industry Best Practices Review: Review configuration and use of Subscription Services against industry peers and provide recommendations
• Configuration Review: Assistance with optimizing the use of Subscription Services based on your current usage patterns
2008
2025.06.10
EXHIBIT 3
UKG PRO PAYMENT SERVICES
Regulated financial services, including regulated aspects of the UKG Pro Payment Services provided under this Services Description, will be performed by Kronos SaaShr, Inc., a subsidiary of UKG Inc. For the purposes of this Services Description, UKG includes Kronos SaaShr, Inc.
In the event of a conflict between the terms and conditions of this Services Description and the terms and conditions of the Agreement, the terms and conditions of this Services Description shall prevail as it relates solely to the UKG Pro Subscription Services.
1. Definitions
“ACH” means the network used for electronic payments and money transfers, Automated Clearing House. “Business Day” means any day of the year other than (a) a Saturday, Sunday or (b) on day on which banking institutions in any jurisdiction of the banking institution of any applicable Customer legal entity are closed or (c) an applicable statutory or civic holiday.
“Customer Payee” means an employee or individual receiving a check, direct deposit or other compensation from Customer using the Subscription Services.
“DDA” means Direct Deposit Advices.
“EFTPS” means U.S. Treasury Department’s Electronic Federal Tax Payment System. “Employee Pay Liabilities” means that portion of US Payroll Liabilities relating to the net payment of funds (wages or other compensation) to employees receiving a check or direct deposit from Customer using the Subscription Services. Employee Pay Liabilities do not include accounts payable or Voluntary Deductions. “Garnishment Liabilities” means that portion of Payroll Liabilities relating to wage garnishments, including federal and state tax levies, bankruptcy orders, student loan, child support and spousal support withholding orders.
“NACHA” means National Automated Clearing House Association. NACHA administers the rules for processing ACH transactions through the ACH network.
“Payroll Liabilities” means as applicable the Employee Pay Liabilities, the Canadian and U.S. Payroll Tax Liabilities and U.S. Garnishment Liabilities related to a designated payroll check date that Customer owes but has not yet paid.
“Payroll Tax Liabilities” means that portion of Payroll Liabilities relating to payroll taxes, including, all applicable U.S. federal, state and local taxes, Social Security and Medicare and as applicable Canadian federal, provincial and territorial government source deductions which may include income tax withholding, Canadian Pension Plan and Employment Insurance.
“Voluntary Deductions” means that portion of Payroll Liabilities that an employee has voluntarily agreed to have withheld from their compensation and paid to another party (such as a creditor or other third party, including but not limited to 401(k) plans, insurance plans and dues).
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2. Payment Services
2.1. Schedule and Exchange of Information
The parties agree with the following Payment Services Schedule:
UKG Pro Payment Services
Data Remittance By 12:00 pm (Customer’s local time) no less than Two (2) Business Day prior to the applicable check/cheque date(s)
For Canadian Payment Services, this applies to regular payrolls, supplemental payrolls, bonus payrolls, payrolls that fall on or around a Canadian holiday, and any adjustment payrolls.
Payment Services/ Cash
Collection Report
One (1) Business Day prior to the applicable check/cheque date For Canadian reporting, within four (4) hours of Customer closing payroll for the applicable cheque date.
Funds Collection Customer funds should be available in Customer’s designated bank account(s) at open of business one (1) Business Day prior to the applicable check/cheque date.
Funds must be received by UKG by 12:00PM Customer time.
In the event that processing is delayed by Customer, UKG may be required to utilize an alternative funding method. As a result of the delayed processing, additional fees may be imposed on Customer by UKG or its suppliers, including, without limitation, by the applicable financial institutions. Customer will be fully responsible for such additional fees.
2.2. Data Remittance
Customer will complete and close payroll using the time and delays outlines in the table above. Customer acknowledges that the data and all information from the completed payroll from the Subscription Services will be the basis for the Payment Services as provided for herein. Customer acknowledges and agrees to allow UKG access to Customer’s masterfile(s) datastore in order to export data to provide the Payment Services herein.
UKG will not be liable for any invalidity or inaccuracy caused by Customer or Customer Data unless Customer so notifies UKG within one (1) business day of Customer’s completion of payroll for the applicable check/cheque date or within ten (10) days of quarterly records being made available to Customer by UKG.
2.3. Cash Management
a. Reporting for Cash Collection – U.S.
Payment Service reports shall be available to Customer applicable to any given payroll closed within the defined parameters as set forth in the table above, in order to allow Customer to generate reports based upon such data at the open of normal business hours.
Reporting for Cash Collection – Canada
UKG will make the funding report available to Customer which is applicable to any given payroll closed within the defined parameters as set forth in the table above. The funding request will be basis for Customer to execute a wire transfer to UKG’s designated Canadian financial institution.
In the event of late supplemental payrolls, bonus payrolls, or adjustment to payrolls, Customer must open a case in the customer support ticket logging portal to notify the Canadian Payment Services team of the additional tax data.
b. Funds collection
1. General
Customer funds will be collected to cover other Customer liabilities covered by this Services Description (to include but not limited to any additional tax payments, penalties and/or interest resulting from tax notices or amendments or quarter-end variances).
Customer agrees to maintain authorization to enable UKG to initiate direct wire, ACH, and reverse wire (for U.S. only) of Customer’s designated bank account(s) and to maintain good and sufficient collected funds in
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the Customer’s designated bank account(s) to cover all funding transactions to be made under this Services Description.
Prior to Customer using the Payment Services in a production environment or when Customer is changing their designated bank account(s), Customer agrees to establish and successfully test authorization with its bank to allow for direct wire, ACH, and reverse wire (for U.S. only) in accordance with the terms of this Services Description.
2. U.S. Funds collection
UKG will debit Customer’s designated bank account(s) for the Payroll Liabilities. Payroll Tax Liabilities not requiring “next day” payment and Garnishment Liabilities will be collected by ACH debit. Payroll Tax Liabilities requiring a “next day” payment will be collected by reverse wire.
3. Canadian Funds collection
Customer is required to provide good and collected Canadian funds to the UKG’s designated Canadian financial institution via customer initiated direct wire transfer, for all Payroll Liabilities at least one (1) business day prior to the payroll cheque date by noon (12:00pm) Customer’s local time. Funding via ACH or EDI is not permitted. Customer will utilize the funding request provided by UKG to determine the amount to fund.
No currency exchange between Canadian funds and United States funds will take place. UKG’s designated Canadian financial institution will be in Canada, and UKG shall remit Customer’s statutory deductions using Canadian currency.
c. Banking Transactions
Delivery of Payment Services is subject to the laws and regulations of the banking industry including but not limited to the operating rules of the NACHA. Customer grants UKG the authority to issue payments on behalf of Customer.
In addition to Customer’s other obligations under this Services Description, Customer agrees to comply with the NACHA rules applicable to it with respect to Customer’s use of the Payment Services and Customer agrees that UKG shall have the right to require, on a reasonable basis, Customer to demonstrate its compliance with NACHA rules. Customer agrees not to originate transactions that violate applicable laws and regulations. International transactions are not allowed under the Payment Services.
In the event that UKG is prohibited from performing the Payment Services (or a portion thereof) as set forth herein due to a banking institutions’ restrictions or other applicable regulatory restrictions, then UKG shall have the option to terminate the Payment Services (or any portion thereof) upon written notice to Customer. d. Investment of Funds
UKG shall pay Customer’s Payroll Liabilities to the designated recipient of such Payroll Liabilities (to the extent that Customer has made available or wired the required funds in accordance with the terms of this Services Description). The Customer funds held by UKG will be segregated from other funds of UKG but may be commingled with funds of other customers. UKG will be entitled to receive all net income generated on any funds held pursuant hereto.
e. Record of Collections and Disbursements
Customer will examine all records of any disbursements made available to Customer for validity and accuracy according to Customer’s records. Customer will promptly notify UKG of any inaccuracies or inconsistencies.
The specific record retention schedules established by governmental entities applicable to Customer are the responsibility of Customer and are not the responsibility of UKG or the services being provided under the Agreement. UKG has no responsibility or liability for maintaining or retaining said records for Customer.
2.4. Document Execution and Adjustments
Customer agrees that it will promptly respond to any and all reasonable requests, including without limitation execution of required documents, made by UKG for the purpose of UKG’s performance of the Payment Services. UKG may amend or update the terms of this Services Description only as reasonably determined by UKG or as mandated by any governmental agency, taxing authority, banking partners or an authority overseeing banking or remittance transactions, provided such amendment or update does not adversely impact Customer’s normal business operations. In such an event, Customer shall have the option to reject such amendment or update, in good faith, within thirty (30) days of receipt of notice of such amendment or update by providing written notice to UKG. In the event Customer rejects an amendment or update to the terms of this Services Description and such rejection materially inhibits or prohibits UKG’s ability to perform
2011
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the Payment Services (or any portion thereof), UKG shall have the option to terminate the Payment Services (or any portion thereof) upon written notice to Customer.
Customer agrees to promptly and accurately perform its responsibilities as set forth in this Services Description and acknowledges that failure to do so may result in additional fees or costs to Customer, including in the event that UKG is required to expedite processes and/or perform additional work on behalf of Customer in order to meet regulatory requirements. Any such additional charges will be performed at the then current hourly rate which shall be billed as incurred.
In the event of termination of the applicable Order, Customer shall provide an executed, timely Payment Services termination form to UKG. In the event Customer does not provide an executed, timely Payment Services termination form to UKG, Customer shall be fully liable for actions taken by UKG resulting from Customer’s failure to provide UKG such Payment Services termination form.
2.5. Data Retention
Customer agrees that UKG will retain Customer’s wage and tax data applicable to Payment Services for a period not to exceed four (4) years from the date of termination of Subscription Services (“Retained Data”).
Retained Data may be used for responding to tax notices, preparation of amended payroll tax returns or similar matters applicable to Customers term of Payment Services.
2.6. Payment Services
a. General
UKG is not obligated to commence providing the Payment Services and is not obligated to pay Customer’s Payroll Liabilities for any payroll check date, until UKG has received all information and funding necessary to disburse all applicable Payroll Liabilities.
UKG is not responsible for any pre-existing errors or similar matters arising prior to commencement of the Payment Services by UKG or for any errors that may occur in the event the Customer fails to (i) provide UKG with all necessary, complete, and accurate information or (ii) fund the relevant amount of Payroll Liabilities for any payroll check date.
In addition to, and not in limitation of UKG’s other rights hereunder, in the event that Customer fails to materially comply with its obligations under this Services Description, UKG may elect to terminate performance of the Payment Services (or any portion thereof) upon written notice to Customer. UKG shall provide Customer an opportunity to cure such failure that is capable of cure within thirty (30) days of Customer’s receipt of written notice or such lesser period to the extent that such failure materially inhibits or prohibits UKG’s ability to perform the Payment Services (or any portion thereof). b. Tax Filing Services
Through the Tax Filing Services, UKG will:
• Prepare, deposit and file Customer’s Payroll Tax Liabilities for those federal, provincial, state, and local jurisdictions (as applicable) listed by Customer on the company profile report (provided with the standard company set up package) and any updates provided to UKG by the Customer. • Prepare a quarterly tax statement for each Federal Employer Identification Number (FEIN). This statement will include a summary of tax liabilities reported throughout the quarter, and account reconciliation and printed returns filed at quarter-end. • Answer tax agency correspondence for tax deposits and returns filed by UKG. • File amended returns including W-2Cs as required for returns processed under this Services Description by UKG.
• Provide W2 agency filings.
• Excluded for Canada only: Year End Filing - Customer is responsible for the following Year End filing:
• Upload of XML files (T4’s, RL1’s, and Summary) to CRA and Quebec (if applicable) from UKG Pro. • File Provincial Annual Returns
• File Statement of Wages for Worker’s Compensation (if applicable). c. Tax Information Acknowledgment:
As required by the Internal Revenue Service, the following information must be disclosed to taxpayers that utilize a third party to perform tax filing services on its behalf:
Customer acknowledges that it is responsible for the timely filing of employment tax returns and the timely payment of employment taxes for its Customer Payees, notwithstanding that Customer has authorized UKG
2012
2025.06.10
to file the returns and make the payments on its behalf. Customer is solely responsible for any penalties and interest assessed by federal, provincial, state, and local jurisdictions (as applicable), except to the extent that (i) UKG’s negligence results in the assessment, (ii) Customer gives timely notice to UKG, and (iii)Customer mitigates its damages including timely appeals or assigning appeal rights to UKG.
The Internal Revenue Service recommends enrollment in the EFTPS to monitor your account and ensure that timely tax payments are being made. Enrollment in the EFTPS may be done online at www.eftps.gov, or call (800) 555-4477 for an enrollment form. State tax authorities generally offer similar means to verify tax payments. Contact the appropriate state offices directly for details. d. Garnishment Disbursement Services – U.S. only
UKG is not responsible for providing additional administrative services, including, but not limited to, agency research, account reconciliation, garnishment data input and adjustments. Customer is solely responsible for the setup of the garnishment requirements in the UKG Pro Software in accordance with the UKG Pro Documentation and UKG is not responsible for same. UKG is not responsible for any errors that result from Customer’s failure to comply with this paragraph.
Through the Garnishment Disbursement Services, UKG will remit Customer’s Garnishment Liabilities for those federal, state, and local payment processing units and any individual third party(ies) to which an employee of Customer owes a debt and has agreed or is compelled by requisite governmental authority to resolve via garnishment of employee’s wages. UKG will make available a report of garnishment activity to Customer summarizing funds collection and disbursement transactions completed for the designated payroll check date(s). Customer will not set up Voluntary Deductions for payment through UKG’s Garnishment Disbursement Services.
e. UKG Pro Employee Pay – only available in the continental U.S. and if and as included on the Order
1. UKG Pro Employee Pay – UKG Responsibilities:
For Employee Pay Liabilities completed by Customer in the UKG Pro Software for the designated payroll check date(s), excluding manual checks issued from Customer’s bank account, UKG will issue payroll payments to the designated employees by: (a) submitting payment information to the appropriate funds transfer network(s) in the form required for the electronic crediting/direct deposit of payment to the designated bank accounts of an employee ; and/or (b) create negotiable paychecks payable to the order of an employee drawn from an UKG bank account. Each paycheck will be printed on UKG check stock with an UKG officer’s signature and UKG logo using the check date provided by Customer.
In the event UKG becomes aware that Customer or an employee is designated as an entity or person for which funds cannot be processed due to banking or regulatory restrictions (including, but not limited to, restrictions imposed by the U.S. Department of Treasury’s Office of Foreign Assets Control), UKG will no longer provide UKG Pro Employee Pay to Customer. Prior to termination, UKG shall provide reasonable notice to Customer provided the applicable banking or regulatory restrictions permit such notice.
UKG will make available an employee pay report to Customer summarizing completed funds collection and disbursement transactions, including outstanding and stale dated payroll checks. UKG will notify Customer in the event UKG is unable to make payment to an employee. Funds held by UKG for stale dated payroll checks and employee payments that cannot be made will be returned to Customer.
Provided Customer has met the data remittance and funding deadlines outlined above, direct deposit payments remitted by UKG through UKG Pro Employee Pay will settle on the payroll check date. The funds availability policy of each employee’s bank is different, and UKG cannot guarantee when these funds become available.
2. UKG Pro Employee Pay - Customer Responsibilities:
In connection with UKG Pro Employee Pay, Customer agrees to (and bears responsibility for):
• Review and audit all payroll data, reports and other materials prior to committing the payroll through the UKG Pro Software. Customer shall correct any discrepancies or errors in such materials prior to the next scheduled processing;
• Monitor changes to those laws specifically applicable to Customer’s business, interpreting applicable laws and regulations, determining the requirements for compliance with such laws and regulations, and Customer shall be responsible for any changes to its payroll processing requirements as a result of such laws;
2013
2025.06.10
• Correct direct deposit exceptions and update direct deposit information before transmitting payroll data for Customer’s next payroll (otherwise Customer could be in breach of applicable laws or regulations, including, but not limited to, NACHA and other banking or other applicable laws or regulations, and Customer may incur fines as a result); Be responsible for contacting employees to resolve payment of any voided paychecks and reimburse UKG for any losses and fees incurred by UKG in circumstances where UKG honors Customer’s request to initiate a stop payment order but the check originally issued is subsequently presented for payment by a holder in due course (including fraud or misconduct on the part of an employee);
• Requiring employees to complete, sign and maintain any account funding authorizations or other documents or authorizations necessary for UKG to provide UKG Pro Employee Pay, including authorizations for the initiation of credit entries. Customer shall maintain a readily available copy of signed documents and authorizations. Without limitation, Customer shall ensure that each employee utilizing UKG’s DDA service has authorized the initiation of credit entries and the crediting of the employee’s account, as well as the debiting of the employee’s account through a file reversal in the event of a returned item from Customer’s account or any funding deficiency by Customer (to extent permitted by law). Customer must ensure that such authorizations are operative at the time of transmittal and crediting/debiting of the employee’s accounts; • Grant to UKG the authority to issue payments on behalf of Customer, and to take such other action as may be necessary from time to time in connection with the provision of UKG Pro Employee Pay, which, depending on the circumstances, may include but not limited to, the authorization of UKG to instruct Customer’s designated bank to stop payment and/or to refuse payment as required to provide the UKG Pro Employee Pay;
• Prenote direct deposits for all of Customer’s employees before UKG Pro Employee Pay is activated and, (if required by customer) for each new Customer employee who elects direct deposit or in the event a Customer employee makes a bank account change; UKG Pro Employee Pay does not include manual check printing. Customer may issue manual checks from their own bank account; • Customer shall not distribute any checks to any employee prior to the check date. Any checks presented for payment prior to the check date may be returned unpaid by the bank, and UKG may impose upon Customer an early check cashing fee of $25.00 per unit; • If Customer desires to stop payment on any check, Customer shall provide UKG with a stop payment request in such form required by UKG. UKG shall then place a stop payment order with UKG’s bank within twenty-four (24) hours of UKG’s receipt of such stop payment request. Customer shall not request UKG to stop payment on any check that represents funds to which the applicable employee is rightfully entitled. Customer agrees to indemnify, defend, and hold harmless UKG and its affiliates and their successors and assigns from and against any liability whatsoever for stopping payment on any check requested by Customer and from and against all actions, suits, losses, claims, damages, charges, and expenses of every nature and character, including attorney fees, in any claims or suits arising by reason of stopping payment on said check, including claims made by a “holder in due course” of such check; and Customer shall be responsible for payment of all applicable banking fees pursuant to UKG Pro Employee Pay. Fees imposed to employees or Customer by an employee’s bank or a check cashing facility are not the responsibility.
2014
2025.06.10
EXHIBIT 4
UKG PRO PRINT SERVICES/ CHECK PRINTING SERVICES
1. UKG Pro Check Printing
1.1. UKG will print Customer’s United States and/or Canada checks and/or Direct Deposit Advices (“DDAs”) on a per Check Print Request (defined as a group standard check export files from the Subscription Services uploaded together into one request) basis and deliver or mail as requested by Customer. United States and Canadian checks or DDAs will be processed separately.
The printing and distribution of any DDA will be performed for an additional fee as set forth in Section 1.2c. o Standard Printing – For each Check Print Request that is received by 3:00PM in Customer’s time zone, UKG will use commercially reasonable efforts for such request to be printed and shipped within the next business day. Each check export file received after 3:00PM in the Customer’s time zone will be printed and shipped within two (2) business days. o Expedited Printing – Upon Customer’s request, UKG shall make commercially reasonable efforts to expedite a Check Print Request that is received by 12:00PM in Customer’s time zone to be printed and shipped the same business day for the fee set forth in Section 1.2c. Check export files received after 12:00PM in Customer’s time zone cannot be expedited. Any expedited Check Print Request that is not shipped the same business day will not be charged the expedited fee.
1.2. Customer will provide the check export file to UKG via the standard delivery methodology as required by UKG. Customer acknowledges that the data and all information from the completed payroll from UKG will be the basis for the Check Print services as provided for herein. a. Year End Tax Forms
UKG Pro Tax Forms Printing
UKG will be responsible for printing W-2, 1099, T4 or Relevé 1 forms for Customer as applicable.
UKG will supply the form and Customer will be responsible for shipping costs. Customer will also be responsible for UKG’s then-current handling fees.
b. Print Shipping
UKG Pro Print Shipping
UKG shall be responsible for delivering printed documents to the carriers set forth below, as selected by Customer.
First Class Mail (Direct mail to employees)
UPS - Next Day Air & 2nd Day Air, Ground (Tax Forms ONLY) FedEx - Next Day Air & 2nd Day Air
Customer shall have the option to use their own Fed Ex or UPS account number.
UKG shall not be responsible for the actions or inactions of any shipping carrier.
For the purposes of this section, printing and delivery are applicable to business days only (excluding UKG holidays). Print Requests received by UKG on a non-Business Day or an UKG holiday shall be deemed to have been received on the following business day. Also, customer time zone shall be deemed the customer’s main location within the 48 contiguous states, within the United States or within the provinces and territories in Canada from the Eastern to Pacific time zones.
Additional services outside the scope of this Service Description, including, but not limited to, pay group setup, component company setup, bank setup, signature, logo, custom setup, missing and/or incorrect information, and return package, will be provided upon Customer request and billed at the then current rate as incurred.
c. Fees
Services Fees
Check/DDA For U.S. - USD$.50 per Check/DDA
For Canada - CAN$.50 per Check/DDA
2015
2025.06.10
Year End Form For U.S.- USD$2.00 per Form page
For Canada - CAD$2.00 per Form page
Check Print
Handling/Split Package
For U.S.- No charge for first 5 splits, USD$4.00 per split thereafter – per Check Print Request
For Canada - No charge for first 5 splits, CAN$4.00 per split thereafter – per Check Print Request
Year End Form Handling Customer is responsible for handling fees at the then-current rate
Shipping/Delivery
Methods
Customer is responsible for all shipping charges, whether billed by UKG as a pass-through expense or direct billed to Customer via its own carrier
Check Print Expedite
Processing Fee
For U.S. - USD$250.00 per Check Print Request, upon request by Customer
For Canada - CAD$250.00 per Check Print Request, upon
request by Customer
Check Print Launch Fee For U.S. - USD$2,000.00
For Canada – CAD$2,000.00
2016
2025.06.10
EXHIBIT 5
UKG PRO ACA SERVICES – U.S. ONLY
1. UKG Pro ACA Toolkit
ACA Toolkit - Included for all customers at no additional cost:
• Eligibility ‘lookback’ calculations based upon payrolls processed with the Subscription Services • Enrollment based on eligibility
• Post exchange notices to employee document area
• Obtain and track employee consent to view 1095-C forms electronically • Generate completed 1094-C and 1095-C forms
• Import template for 1095-C data (if not available in UKG Pro) • Generate required 1095-Cs for those who are not active employees (i.e., COBRA, retirees) • Download 1095-C via employee self service
• Generate electronic file in IRS approved format
• Self Service printing and distribution of 1095-C forms • Self Service electronic filing to the IRS
• Comprehensive reporting and access to data about eligibility, penalty exposure, and offer of coverage ACA Data Remittance
Customer will provide the required ACA data needed for 1094-C and 1095-C forms to UKG pursuant to the ACA standard guidelines. Customer acknowledges that (i) the ACA data and all ACA information contained in and generated from the Subscription Services will be the basis for the services as provided for herein, and (ii) Customer is required to approve the ACA data on an annual basis in accordance with the deadlines set forth in the ACA Toolkit and provided in writing to Customer via newswire to Customer's designated representative.
Once Customer validates the data, Customer is responsible for submitting the filing to the IRS.
2. 1095-C Print and File Capabilities (Federal Only)
• UKG printing 1095-C forms and mailing them to Customers’ employees will follow the same description of services as the Year End Tax Forms section above. Customer is responsible for the cost of shipping and handling.
• Electronic filing of 1094-C and 1095-C forms to the IRS on Customer’s behalf
3. 1095-C File Capabilities (State Only)
• Electronic filing of 1094-C and 1095-C forms, only to the following regions, on Customer’s behalf:
California, New Jersey, Rhode Island, and District of Columbia. • Customer shall be responsible for any other 1095-C form submissions or other ACA and/or state individual mandate reporting other than referenced above.
Assumptions:
• Data included in the healthcare measurement periods for the eligibility “lookback” calculations will begin with the first payroll processed using the Subscription Services. Data converted from legacy systems is not available for eligibility “lookback” purposes.
• Prior to performing the ACA Distribution Services, Customer must provide UKG all required ACA data related to 1094-C and 1095-C forms and such data must be entered into and validated within the UKG Pro.
• UKG will not be liable for any invalidity or inaccuracy caused by Customer unless Customer so notified UKG within three (3) business day of UKG making available to Customer any and all ACA regulatory forms and filings. Customer will examine them for their validity and accuracy according to Customer’s records. Customer will immediately notify UKG of any inaccuracies.
2017
2025.06.10
• Customer is responsible for all shipping charges, whether billed by UKG as a pass through expense or direct billed to Customer via its own carrier. Customer shall have the option to use their own Federal Express or United Parcel Services account number.
2018
Exhibit “C-1” UKG Services Descriptions
UKG Pro Pay and/or UKG Pro People Center Services Description Exhibit 1 Service Level Agreement for the Subscription Services Availability Exhibit 2 Customer Support Policy for UKG Pro Pay and UKG Pro People Center Exhibit 3 UKG Pro Payment Services
Exhibit 4 UKG Pro Print Services/Check Printing Services Exhibit 5 UKG Pro ACA Services
2019
2025.06.10
UKG Pro Pay and/or UKG Pro People Center
Services Description
1. Services Description
1.1. This services description (“Services Description”) applies to UKG’s provision of the commercially available version of UKG Pro Pay and/or UKG Pro People Center software as a service application(s) as listed in section
1.2 and services related thereto (“Subscription Services”) when set forth on the Order. Subscription Services shall be delivered by means of Customer’s permitted access to the infrastructure hosting Subscription Services.
This Services Description is subject to and governed by the Order and the corresponding agreement that governs Customer’s use of Subscription Services and other services (collectively, the “Agreement”).
1.2. This Service Description also applies to the following Subscription Services when set forth on the Order:
The UKG Pro Pay, UKG Pro People Center, UKG Pro Payment Services, UKG Pro Employee Pay, UKG Pro ACA Services, UKG Pro Check Printing, UKG Pro Basic SSO, UKG Pro Employee Voice, UKG Pro HCM NPRD, UKG Pro Talent Acquisition (UKG Pro Onboarding and UKG Pro Recruiting), UKG Pro Talent, UKG Pro Performance and Coaching, UKG Pro Internal Marketplace, UKG Pro Compensation, UKG Pro Learning, UKG Pro Benefits Administration, UKG Pro Talk, UKG Pro Document Manager, UKG Pro People Assist and UKG Pro Benefits Hub.
2. Right to Access and Use
2.1. UKG will provide Customer with access to and use of the Subscription Services during the Order Term (which include the Initial Term and the agreed successive applicable Renewal Terms). Such access and use are limited to the Subscription Services specified on the Order and based on the employee use as described in this section 2 and the Order.
2.2. The Employee Types that are set forth in the Order are defined as follows (“Employee Type”):
2.2.1. Compensated Employees: persons receiving a check, advice of deposit or otherwise compensated by the Customer using the Subscription Services.
2.2.2. HR Only Employees: persons who are not Compensated Employees, People Center Employees or Limited Access Employees and reside in the United States and Canada. These employees shall only be accessing the Subscription Services for human resources record keeping only.
2.2.3. Global Employees: persons who are not Compensated Employees, People Center Employees or Limited Access Employees and reside outside of the United States and Canada. These employees shall only be accessing Subscription Services for human resources record keeping only.
2.2.4. People Center Employees: persons not receiving a check, advice of deposit or otherwise compensated by the Customer using the Subscription Services as set forth on an Order.
2.2.5. Limited Access Employees: persons with a status of terminated who have access to the Subscription Services portal.
If Customer is using Employee Types outside of the definitions set forth in this Section 2, then UKG shall provide Customer with an updated order to amend and/or update the Employee Type usage and Customer agrees to execute such updated order. Such Order may include an increase in fees for such Employee Type and/or a change to the fees for the Subscription Services usage at the then current price. To the extent applicable to Customer, Customer shall notify UKG prior to the Billing Start Date of UKG Pro Pay and/or People Center as to which pay groups or component companies correspond to the Employee Type as set forth in the order. In the event the Customer has configured pay groups or component companies within UKG Pro Pay and UKG Pro People Center and makes changes or additions that affect the Employee Types as set forth in an Order, Customer shall notify its UKG relationship manager of any changes or additions to ensure proper usage billing setup and accurate invoicing. In the event Customer does not notify UKG of such changes or additions, UKG is not responsible for any backdated credits due to improper billing setup as a result of any changes or additions made by Customer.
3. Fees, Payment and Invoicing
3.1. Subscription Services usage is priced as identified on the Order. UKG will monitor Customer’s usage of the Subscription Services to calculate the fees.
3.2. The Subscription Services are based on a variable usage model and will be invoiced and payable as follows:
3.2.1. Customer will pay UKG the Subscription Services fees for the Monthly Minimum Quantity set forth in the Order, and where applicable, for any additional use of the Subscription Services in excess of the Exhibit “C-1” UKG Services Descriptions
UKG Pro Pay and/or UKG Pro People Center Services Description
2020
2025.06.10
Monthly Minimum Quantity (“Usage Overage”). The monthly Subscription Services fees (based on the number of employees multiplied by the applicable Subscription Services fee) may increase or decrease if the number of employees based on the Employee Types increases or decreases, but in no event will the monthly Subscription Services fee be calculated on less than the Monthly Minimum Quantity of employees as set forth in the Order.
3.2.2. UKG will invoice the Customer for the Subscription Services as follows: (i) the Monthly Minimum Quantity commencing on the on the Billing Start Date and thereafter in accordance with the Billing Frequency stated on the Order and (ii) the Usage Overage, commencing on the earlier of the Billing Start Date or the date that Customer begins use of the Subscription Services in the UKG production environment, and monthly in arrears thereafter, unless agreed otherwise in the Order.
3.2.3. Notwithstanding section 3.2 above and as it relates to the Monthly Minimum Quantity, the parties agree that (i) if the Billing Start Date is on or before the 15th day of a calendar month, UKG will invoice Customer the Subscription Services fee for the Monthly Minimum Quantity for that month and each remaining month of the Initial Term, and (ii) if the Billing Start Date falls after the 15th day of the calendar month, UKG will invoice Customer for the Subscription Services fees of the Monthly Minimum Quantity on the first day of the following calendar month and each remaining month of the Initial Term.
3.2.4. The fees for the Launch services are based on the Launch Quantity in the Order. In the event that the number of Customer’s employees exceeds 110% of the Launch Quantity in such Order as of the applicable Subscription Services live date, then Customer agrees to pay UKG at the then current rate per each additional employee launch. For clarification purposes, this additional Launch fee if applicable shall only be charged to Customer as of the applicable Subscription Services live date and Customer shall not be charged for any additional Launch fees subsequent to that date. The Launch services shall be provided to Customer for only the services as set forth in the Statement of Work. Launch services outside of the scope of the Statement of Work shall be quoted to Customer and agreed upon by the Parties in writing.
4. Customer Data
Customer Data shall be available to Customer to retrieve at no additional charge throughout the term of an applicable Order.
5. UKG Pro HCM NPRD (Test environment)
If UKG Pro HCM NPRD is included in an Order, UKG shall make available to Customer a non-production test environment for human resources and payroll administration. Customer will receive up to a maximum of four (4) restores (initial and/or subsequent loading of Customer’s data from Customer’s production environment to Customer’s test environment) per twelve (12) month period commencing on the Billing Start Date (“Test Period”). Customer acknowledges that the test environment, while functionally the same as the production environment is not scaled for, nor designed to replicate a fully operational production environment. Customer will identify the key contact personnel who will be responsible for scheduling and coordinating all activities related to the implementation and ongoing maintenance of the test environment.
6. UKG Pro Employee Voice
If UKG Pro Employee Voice is included in an Order, Customer grants to UKG the right to sub-license de-identified Customer Data, which includes the employee survey responses to third parties (currently Mercer (US) Inc.) for the purposes of improvements to the questions sets and bench marking data. UKG Pro Employee Voice is available exclusively in the United States and Canada, and is offered only in English.
7. Service Level Agreement
UKG offers the Service Level Agreement as set forth in Exhibit 1.
8. UKG Support Policy
UKG offers the UKG Support Policy attached as set forth in Exhibit 2.
9. UKG Pro Payment Services
If Customer orders the UKG Pro Payment Services and/or UKG Pro Employee Pay such Subscription Services are described in Exhibit 3.
10. UKG Pro Print Services
2021
2025.06.10
If Customer orders the UKG Pro Print Services/Check Printing Services, such Subscription Services are described in Exhibit 4.
11. UKG Pro ACA Services
If Customer orders the UKG Pro ACA Services, such Subscription Services are described in Exhibit 5.
12. UKG Pro Recruiting, Candidate Match
12.1. If Customer purchases access rights to UKG Pro Recruiting or UKG Pro Talent Acquisition, Customer may enable Candidate Match. UKG Candidate Match includes tools, features, and functionalities powered by artificial intelligence solely available in English and in the United States. Candidate Match is not capable of processing other languages.
12.2. Due to the probabilistic nature of artificial intelligence, the use of Candidate Match may produce inaccurate results.
The Customer acknowledges and agrees that: (a) the output should not be solely relied upon as completely accurate or as a replacement for professional advice; and (b) the output must be reviewed and assessed by human reviewers for accuracy and suitability before being used or shared. The Customer remains fully responsible for any data they provide and for the results or outcomes generated by the Subscription Services after processing Customer Data.
12.3. The Candidate Match score is not intended to replace the human judgment of Customer’s own personnel during any step of the recruitment or hiring process.
12.4. Customer Responsibilities. Customer must:
12.4.1. provide legally adequate privacy notices, obtain necessary consents for the processing of personal data by Candidate Match prior deploying the functionality, and provide for individual’s rights;
12.4.2. provide individual candidates with the opportunity to opt out or opt in, as appropriate under the applicable laws, from Candidate Match and have their application and information be processed manually by Customer; and
12.4.3. use Candidate Match in accordance with applicable laws and the UKG Acceptable Use Policy.
2022
2025.06.10
EXHIBIT 1
SERVICE LEVEL AGREEMENT FOR THE
SUBSCRIPTION SERVICES AVAILABILITY
Service Level Agreement: UKG offers the Service Level Agreement (SLA) and associated SLA Credits as described herein, solely for UKG Core Subscription Services (i.e., Subscriptions Services which are subject to the Services Descriptions governing UKG Pro Pay Services and UKG Pro People Center.
Availability: The production environment of the Subscription Services will maintain 99.75% Availability. Availability is calculated on a monthly basis as follows:
(
Monthly Minutes - Total Minutes Not Available -
Maintenance Period ) X 100% ≥ 99.75%
Monthly Minutes - Maintenance Period
Monthly Minutes: means the total time, measured in minutes, of a calendar month commencing at 12:00 am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month.
Maintenance Period: means a scheduled maintenance period within the applicable maintenance window identified below, when the Subscription Services are not available. The Maintenance Period is used for purposes of the Service Credit Calculation; UKG continuously supports the production environment on a 24x7 basis to reduce disruptions.
The current maintenance window for UKG Pro Pay and/or UKG Pro People Center and related Subscription Services covered by the same Services Description for each of the data center locations is:
• System daily maintenance from 3:00 a.m. to 5:00 a.m. EST, up to but not to exceed a maximum of five (5) hours per month.
• Emergency maintenance, as required, when necessary.
• Extended release upgrade window, as required, three (3) times per year on either Saturday or Sunday from 2:00 a.m. to 8:00 a.m. EST.
• Extended system maintenance, as required, once per year on either Saturday or Sunday from 12:01 a.m. to 12:00 p.m. EST.
Total Minutes Not Available: means the total number of minutes during the calendar month that the Subscription Services is inaccessible as the result of an Outage.
Outage: means the Customer is unable to access the UKG tenant environment at any of its production data centers’ internet connection points for reasons other than (a) the failure or malfunction of equipment, applications or systems not owned or controlled by UKG or its third party suppliers providing the Subscription Services (b) the suspension of the Subscription Services in accordance with the terms of the Agreement.
Service Credit Calculation: An Outage will be deemed to commence when the Subscription Services is unavailable to Customer and ends when UKG has restored Availability to the Subscription Services. Outages in one production environment may not be added to Outages in any other production environment for purposes of calculating SLA Credits.
SLA Credits: If, due to an Outage, the Subscription Services does not maintain 99.75% Availability, Customer is entitled to a credit to Customer’s monthly invoice for the affected month, such credit to be equivalent to 3% of Customer’s monthly Subscription Services fees for every 1% of Availability below 99.75%, but in no event to exceed 100% of Customer’s monthly Subscription Services fees. SLA Credits become available starting the month after Customer’s Subscription Services are live.
Reporting and Claims Process
UKG will provide Customer with Availability metrics on a monthly basis for each prior calendar month, upon Customer’s written request to UKG within sixty (60) days of completion of the month that Customer is claiming an SLA Credit.
2023
2025.06.10
Customer waives any right to SLA Credits not requested within this time period. All performance calculations and applicable SLA Credits are based on UKG’ records and data unless Customer can provide UKG with clear and convincing evidence to the contrary.
Customer acknowledges that UKG manages its network traffic in part on the basis of Customer’s utilization of the Subscription Services and that changes in such utilization may impact UKG’ ability to manage network traffic. Therefore, notwithstanding anything else to the contrary, if Customer significantly changes its utilization of the Subscription Services than what is contracted with UKG and such change creates a material and adverse impact on the traffic balance of the UKG network, as reasonably determined by UKG, the Parties agree to co-operate, in good faith, to resolve the issue. Customer further acknowledges that the SLA Credit shall serve as Customer’s sole and exclusive remedy in connection with UKG not meeting the Service Level Agreement as set forth herein in full and final settlement of any Subscription Services level claims. For the avoidance of doubt, the SLA Credit specified herein shall be in recognition of the diminished value of the Subscriptions Services resulting from UKG’s failure to meet the agreed upon level of performance, and not as a penalty.
2024
2025.06.10
EXHIBIT 2
CUSTOMER SUPPORT POLICY
FOR UKG PRO PAY AND UKG PRO PEOPLE CENTER
UKG provides support for all customer environments on UKG Subscription Services. Configuration of new features may be subject to additional cost depending on complexity.
Priority Based Support
UKG provides support on a "priority" basis. As such, customers with the most critical request(s) will be serviced first, pursuant to the following UKG guidelines:
Priority Level Description
Target
Response
High
A critical Customer issue with no available workaround where the Subscription Services cannot be accessed, or where the Subscription Services are experiencing major system degradation, such as:
• Cloud outage
• Unable to sign-off time cards
• Payroll data accuracy or unable to process payroll
• Totals are not accurate
• Unable to collect punches from terminals
• Unable to access a critical function within the Subscription Services
Thirty (30) minutes
or immediately via
Rapid Response
Medium
A serious Customer issue which impacts ability to utilize the Subscription Services effectively, such as:
• Intermittent or inconsistent functionality results or data accuracy (e.g., accrual balances not matching pay codes but balances are accurate)
• Data display inaccuracies or inconsistencies across multiple tasks
• Application performance is inconsistent or fluctuates One (1) business
hour or
immediately via
Rapid Response
Low
Non-critical Customer issue generally entailing use and usability issues or "how to" questions, such as:
• How do I set up a holiday pay rule?
• How do I run a report?
Within two business
(2) hours
Service Coverage Period
UKG provides support 24 hours a day, seven days a week, 365 days a year, for high priority issues. UKG provides support during business hours for medium and low priority issues.
Support Language
Support is provided in English and may be provided in French, German and Spanish in some regions during local business hours.
Support Exclusions
Support services do not include service to the Subscription Services resulting from, or associated with:
1. Failure to use the Subscription Services in accordance with UKG's published specifications;
2. Customer's end user computer or operating system malfunctions, including browser and internet connection, or failure of the internet;
3. Services required for Subscription Services programs or conversions from products or software not supplied by UKG; or
4. Implementation services, configuration changes, and custom reports.
2025
2025.06.10
Critical Outages
UKG will provide continuous effort on all high priority events through either bug identification, the development of a workaround, or problem resolution. If this effort goes beyond normal business hours, the case may be passed to the after-hours team. On-going continuous effort may also be dependent on the customer's ability to provide a resource to work with UKG during this period.
Technical Escalation
UKG’s case resolution process is a team based approach structured around specific features within the Subscription Services and staffed by UKG support engineers covering the full spectrum of skill sets and technical expertise. The teams are empowered to dynamically apply the appropriate resources to a case based on severity and complexity for the fastest resolution time possible.
The teams are also integrated with the development engineering and cloud operations staff and engage their assistance and technical guidance when necessary and/or directly escalate depending on case severity and time to resolve considerations.
For situations that contain multiple cases, an account or relationship manager may be assigned to act as a single point of contact and communication regarding case resolution status, action plan development, resource integration and implementation co-ordination. The account or relationship manager remains engaged until the situation has been successfully remediated.
Management Escalation
Customers may, at any time, ask to speak to a UKG global support manager if they experience dissatisfaction with the level of service received with respect to a specific case or service in general. To contact a UKG global support manager, please telephone your UKG support services center and ask to speak to a manager. Phone numbers are listed on the UKG Community at https://community.kronos.com/s/article/KB13193.
Remote Support
UKG utilizes a web-based screen-sharing tool of its choosing that enables UKG to support Customers by empowering our support representatives to remotely view the computer of a Customer’s user. By connecting through the internet or via intranets and extranets, support representatives will work in real time with Customer’s users and quickly escalate to desktop sharing, which features mutual mouse and keyboard control and whiteboard capability.
UKG Community
UKG provides Customers with access to the UKG Community, which includes access to how-to articles and discussion boards, as well as the ability to open support cases. The UKG Community helps Customers make the most of its UKG solutions by putting tools and resources at its fingertips in a collaborative, intuitive online space — a space that makes opening a case, accessing support, and viewing all Customer’s account information easier than ever. Streamlined and searchable, the information Customers need is just a click away.
Additional Support Options
As part of the Support Services, UKG may also provide:
• UKG Onboarding Experience: Step-by-step guidance to assist Customer during onboard activities • Success Manager: A UKG resource to provide guidance on best practices in using Subscription Services • Integration/API Support: Assistance with enhancing and updating existing APIs and integrations • New Feature Review and Activation Assistance: Guidance on new features of Subscription Services and how to enable them
• Industry Best Practices Review: Review configuration and use of Subscription Services against industry peers and provide recommendations
• Configuration Review: Assistance with optimizing the use of Subscription Services based on your current usage patterns
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EXHIBIT 3
UKG PRO PAYMENT SERVICES
Regulated financial services, including regulated aspects of the UKG Pro Payment Services provided under this Services Description, will be performed by Kronos SaaShr, Inc., a subsidiary of UKG Inc. For the purposes of this Services Description, UKG includes Kronos SaaShr, Inc.
In the event of a conflict between the terms and conditions of this Services Description and the terms and conditions of the Agreement, the terms and conditions of this Services Description shall prevail as it relates solely to the UKG Pro Subscription Services.
1. Definitions
“ACH” means the network used for electronic payments and money transfers, Automated Clearing House. “Business Day” means any day of the year other than (a) a Saturday, Sunday or (b) on day on which banking institutions in any jurisdiction of the banking institution of any applicable Customer legal entity are closed or (c) an applicable statutory or civic holiday.
“Customer Payee” means an employee or individual receiving a check, direct deposit or other compensation from Customer using the Subscription Services.
“DDA” means Direct Deposit Advices.
“EFTPS” means U.S. Treasury Department’s Electronic Federal Tax Payment System. “Employee Pay Liabilities” means that portion of US Payroll Liabilities relating to the net payment of funds (wages or other compensation) to employees receiving a check or direct deposit from Customer using the Subscription Services. Employee Pay Liabilities do not include accounts payable or Voluntary Deductions. “Garnishment Liabilities” means that portion of Payroll Liabilities relating to wage garnishments, including federal and state tax levies, bankruptcy orders, student loan, child support and spousal support withholding orders.
“NACHA” means National Automated Clearing House Association. NACHA administers the rules for processing ACH transactions through the ACH network.
“Payroll Liabilities” means as applicable the Employee Pay Liabilities, the Canadian and U.S. Payroll Tax Liabilities and U.S. Garnishment Liabilities related to a designated payroll check date that Customer owes but has not yet paid.
“Payroll Tax Liabilities” means that portion of Payroll Liabilities relating to payroll taxes, including, all applicable U.S. federal, state and local taxes, Social Security and Medicare and as applicable Canadian federal, provincial and territorial government source deductions which may include income tax withholding, Canadian Pension Plan and Employment Insurance.
“Voluntary Deductions” means that portion of Payroll Liabilities that an employee has voluntarily agreed to have withheld from their compensation and paid to another party (such as a creditor or other third party, including but not limited to 401(k) plans, insurance plans and dues).
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2. Payment Services
2.1. Schedule and Exchange of Information
The parties agree with the following Payment Services Schedule:
UKG Pro Payment Services
Data Remittance By 12:00 pm (Customer’s local time) no less than Two (2) Business Day prior to the applicable check/cheque date(s)
For Canadian Payment Services, this applies to regular payrolls, supplemental payrolls, bonus payrolls, payrolls that fall on or around a Canadian holiday, and any adjustment payrolls.
Payment Services/ Cash
Collection Report
One (1) Business Day prior to the applicable check/cheque date For Canadian reporting, within four (4) hours of Customer closing payroll for the applicable cheque date.
Funds Collection Customer funds should be available in Customer’s designated bank account(s) at open of business one (1) Business Day prior to the applicable check/cheque date.
Funds must be received by UKG by 12:00PM Customer time.
In the event that processing is delayed by Customer, UKG may be required to utilize an alternative funding method.
As a result of the delayed processing, additional fees may be imposed on Customer by UKG or its suppliers, including, without limitation, by the applicable financial institutions. Customer will be fully responsible for such additional fees.
2.2. Data Remittance
Customer will complete and close payroll using the time and delays outlines in the table above. Customer acknowledges that the data and all information from the completed payroll from the Subscription Services will be the basis for the Payment Services as provided for herein. Customer acknowledges and agrees to allow UKG access to Customer’s masterfile(s) datastore in order to export data to provide the Payment Services herein.
UKG will not be liable for any invalidity or inaccuracy caused by Customer or Customer Data unless Customer so notifies UKG within one (1) business day of Customer’s completion of payroll for the applicable check/cheque date or within ten (10) days of quarterly records being made available to Customer by UKG.
2.3. Cash Management
a. Reporting for Cash Collection – U.S.
Payment Service reports shall be available to Customer applicable to any given payroll closed within the defined parameters as set forth in the table above, in order to allow Customer to generate reports based upon such data at the open of normal business hours.
Reporting for Cash Collection - Canada
UKG will make the funding report available to Customer which is applicable to any given payroll closed within the defined parameters as set forth in the table above. The funding request will be basis for Customer to execute a wire transfer to UKG’s designated Canadian financial institution.
In the event of late supplemental payrolls, bonus payrolls, or adjustment to payrolls, Customer must open a case in the customer support ticket logging portal to notify the Canadian Payment Services team of the additional tax data.
b. Funds collection
1. General
Customer funds will be collected to cover other Customer liabilities covered by this Services Description (to include but not limited to any additional tax payments, penalties and/or interest resulting from tax notices or amendments or quarter-end variances).
Customer agrees to maintain authorization to enable UKG to initiate direct wire, ACH, and reverse wire (for U.S. only) of Customer’s designated bank account(s) and to maintain good and sufficient collected funds in the Customer’s designated bank account(s) to cover all funding transactions to be made under this Services
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Description.
Prior to Customer using the Payment Services in a production environment or when Customer is changing their designated bank account(s), Customer agrees to establish and successfully test authorization with its bank to allow for direct wire, ACH, and reverse wire (for U.S. only) in accordance with the terms of this Services Description.
2. U.S. Funds collection
UKG will debit Customer’s designated bank account(s) for the Payroll Liabilities. Payroll Tax Liabilities not requiring “next day” payment and Garnishment Liabilities will be collected by ACH debit. Payroll Tax Liabilities requiring a “next day” payment will be collected by reverse wire.
3. Canadian Funds collection
Customer is required to provide good and collected Canadian funds to the UKG’s designated Canadian financial institution via customer initiated direct wire transfer, for all Payroll Liabilities at least one (1) business day prior to the payroll cheque date by noon (12:00pm) Customer’s local time. Funding via ACH or EDI is not permitted.
Customer will utilize the funding request provided by UKG to determine the amount to fund.
No currency exchange between Canadian funds and United States funds will take place. UKG’s designated Canadian financial institution will be in Canada, and UKG shall remit Customer’s statutory deductions using Canadian currency.
c. Banking Transactions
Delivery of Payment Services is subject to the laws and regulations of the banking industry including but not limited to the operating rules of the NACHA. Customer grants UKG the authority to issue payments on behalf of Customer.
In addition to Customer’s other obligations under this Services Description, Customer agrees to comply with the NACHA rules applicable to it with respect to Customer’s use of the Payment Services and Customer agrees that UKG shall have the right to require, on a reasonable basis, Customer to demonstrate its compliance with NACHA rules. Customer agrees not to originate transactions that violate applicable laws and regulations. International transactions are not allowed under the Payment Services.
In the event that UKG is prohibited from performing the Payment Services (or a portion thereof) as set forth herein due to a banking institutions’ restrictions or other applicable regulatory restrictions, then UKG shall have the option to terminate the Payment Services (or any portion thereof) upon written notice to Customer. d. Investment of Funds
UKG shall pay Customer’s Payroll Liabilities to the designated recipient of such Payroll Liabilities (to the extent that Customer has made available or wired the required funds in accordance with the terms of this Services Description). The Customer funds held by UKG will be segregated from other funds of UKG but may be commingled with funds of other customers. UKG will be entitled to receive all net income generated on any funds held pursuant hereto.
e. Record of Collections and Disbursements
Customer will examine all records of any disbursements made available to Customer for validity and accuracy according to Customer’s records. Customer will promptly notify UKG of any inaccuracies or inconsistencies.
The specific record retention schedules established by governmental entities applicable to Customer are the responsibility of Customer and are not the responsibility of UKG or the services being provided under the Agreement. UKG has no responsibility or liability for maintaining or retaining said records for Customer.
2.4. Document Execution and Adjustments
Customer agrees that it will promptly respond to any and all reasonable requests, including without limitation execution of required documents, made by UKG for the purpose of UKG’s performance of the Payment Services.
UKG may amend or update the terms of this Services Description only as reasonably determined by UKG or as mandated by any governmental agency, taxing authority, banking partners or an authority overseeing banking or remittance transactions, provided such amendment or update does not adversely impact Customer’s normal business operations. In such an event, Customer shall have the option to reject such amendment or update, in good faith, within thirty (30) days of receipt of notice of such amendment or update by providing written notice to UKG. In the event Customer rejects an amendment or update to the terms of this Services Description and such rejection materially inhibits or prohibits UKG’s ability to perform the Payment Services (or any portion thereof),
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UKG shall have the option to terminate the Payment Services (or any portion thereof) upon written notice to Customer.
Customer agrees to promptly and accurately perform its responsibilities as set forth in this Services Description and acknowledges that failure to do so may result in additional fees or costs to Customer, including in the event that UKG is required to expedite processes and/or perform additional work on behalf of Customer in order to meet regulatory requirements. Any such additional charges will be performed at the then current hourly rate which shall be billed as incurred.
In the event of termination of the applicable Order, Customer shall provide an executed, timely Payment Services termination form to UKG. In the event Customer does not provide an executed, timely Payment Services termination form to UKG, Customer shall be fully liable for actions taken by UKG resulting from Customer’s failure to provide UKG such Payment Services termination form.
2.5. Data Retention
Customer agrees that UKG will retain Customer’s wage and tax data applicable to Payment Services for a period not to exceed four (4) years from the date of termination of Subscription Services (“Retained Data”). Retained Data may be used for responding to tax notices, preparation of amended payroll tax returns or similar matters applicable to Customers term of Payment Services.
2.6. Payment Services
a. General
UKG is not obligated to commence providing the Payment Services and is not obligated to pay Customer’s Payroll Liabilities for any payroll check date, until UKG has received all information and funding necessary to disburse all applicable Payroll Liabilities.
UKG is not responsible for any pre-existing errors or similar matters arising prior to commencement of the Payment Services by UKG or for any errors that may occur in the event the Customer fails to (i) provide UKG with all necessary, complete, and accurate information or (ii) fund the relevant amount of Payroll Liabilities for any payroll check date.
In addition to, and not in limitation of UKG’s other rights hereunder, in the event that Customer fails to materially comply with its obligations under this Services Description, UKG may elect to terminate performance of the Payment Services (or any portion thereof) upon written notice to Customer. UKG shall provide Customer an opportunity to cure such failure that is capable of cure within thirty (30) days of Customer’s receipt of written notice or such lesser period to the extent that such failure materially inhibits or prohibits UKG’s ability to perform the Payment Services (or any portion thereof).
b. Tax Filing Services
Through the Tax Filing Services, UKG will:
• Prepare, deposit and file Customer’s Payroll Tax Liabilities for those federal, provincial, state, and local jurisdictions (as applicable) listed by Customer on the company profile report (provided with the standard company set up package) and any updates provided to UKG by the Customer. • Prepare a quarterly tax statement for each Federal Employer Identification Number (FEIN). This statement will include a summary of tax liabilities reported throughout the quarter, and account reconciliation and printed returns filed at quarter-end. • Answer tax agency correspondence for tax deposits and returns filed by UKG. • File amended returns including W-2Cs as required for returns processed under this Services Description by UKG.
• Provide W2 agency filings.
• Excluded for Canada only: Year End Filing - Customer is responsible for the following Year End filing:
• Upload of XML files (T4’s, RL1’s, and Summary) to CRA and Quebec (if applicable) from UKG Pro. • File Provincial Annual Returns
• File Statement of Wages for Worker’s Compensation (if applicable). c. Tax Information Acknowledgment:
As required by the Internal Revenue Service, the following information must be disclosed to taxpayers that utilize a third party to perform tax filing services on its behalf:
Customer acknowledges that it is responsible for the timely filing of employment tax returns and the timely payment of employment taxes for its Customer Payees, notwithstanding that Customer has authorized UKG to file the returns and make the payments on its behalf. Customer is solely responsible for any penalties and interest assessed by federal, provincial, state, and local jurisdictions (as applicable), except to the extent that (i) UKG’s negligence results in the assessment, (ii) Customer gives timely notice to UKG, and (iii)Customer
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mitigates its damages including timely appeals or assigning appeal rights to UKG.
The Internal Revenue Service recommends enrollment in the EFTPS to monitor your account and ensure that timely tax payments are being made. Enrollment in the EFTPS may be done online at www.eftps.gov, or call (800) 555-4477 for an enrollment form. State tax authorities generally offer similar means to verify tax payments.
Contact the appropriate state offices directly for details. d. Garnishment Disbursement Services – U.S. only
UKG is not responsible for providing additional administrative services, including, but not limited to, agency research, account reconciliation, garnishment data input and adjustments. Customer is solely responsible for the setup of the garnishment requirements in the UKG Pro Software in accordance with the UKG Pro Documentation and UKG is not responsible for same. UKG is not responsible for any errors that result from Customer’s failure to comply with this paragraph.
Through the Garnishment Disbursement Services, UKG will remit Customer’s Garnishment Liabilities for those federal, state, and local payment processing units and any individual third party(ies) to which an employee of Customer owes a debt and has agreed or is compelled by requisite governmental authority to resolve via garnishment of employee’s wages. UKG will make available a report of garnishment activity to Customer summarizing funds collection and disbursement transactions completed for the designated payroll check date(s).
Customer will not set up Voluntary Deductions for payment through UKG’s Garnishment Disbursement Services. e. UKG Pro Employee Pay – only available in the continental U.S. and if and as included on the Order
1. UKG Pro Employee Pay – UKG Responsibilities:
For Employee Pay Liabilities completed by Customer in the UKG Pro Software for the designated payroll check date(s), excluding manual checks issued from Customer’s bank account, UKG will issue payroll payments to the designated employees by: (a) submitting payment information to the appropriate funds transfer network(s) in the form required for the electronic crediting/direct deposit of payment to the designated bank accounts of an employee ; and/or (b) create negotiable paychecks payable to the order of an employee drawn from an UKG bank account. Each paycheck will be printed on UKG check stock with an UKG officer’s signature and UKG logo using the check date provided by Customer.
In the event UKG becomes aware that Customer or an employee is designated as an entity or person for which funds cannot be processed due to banking or regulatory restrictions (including, but not limited to, restrictions imposed by the U.S. Department of Treasury’s Office of Foreign Assets Control), UKG will no longer provide UKG Pro Employee Pay to Customer. Prior to termination, UKG shall provide reasonable notice to Customer provided the applicable banking or regulatory restrictions permit such notice.
UKG will make available an employee pay report to Customer summarizing completed funds collection and disbursement transactions, including outstanding and stale dated payroll checks. UKG will notify Customer in the event UKG is unable to make payment to an employee. Funds held by UKG for stale dated payroll checks and employee payments that cannot be made will be returned to Customer.
Provided Customer has met the data remittance and funding deadlines outlined above, direct deposit payments remitted by UKG through UKG Pro Employee Pay will settle on the payroll check date. The funds availability policy of each employee’s bank is different, and UKG cannot guarantee when these funds become available.
2. UKG Pro Employee Pay - Customer Responsibilities:
In connection with UKG Pro Employee Pay, Customer agrees to (and bears responsibility for):
• Review and audit all payroll data, reports and other materials prior to committing the payroll through the UKG Pro Software. Customer shall correct any discrepancies or errors in such materials prior to the next scheduled processing;
• Monitor changes to those laws specifically applicable to Customer’s business, interpreting applicable laws and regulations, determining the requirements for compliance with such laws and regulations, and Customer shall be responsible for any changes to its payroll processing requirements as a result of such laws;
• Correct direct deposit exceptions and update direct deposit information before transmitting payroll data for Customer’s next payroll (otherwise Customer could be in breach of applicable laws or regulations, including, but not limited to, NACHA and other banking or other applicable laws or regulations, and Customer may incur fines as a result);
Be responsible for contacting employees to resolve payment of any voided paychecks and reimburse
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UKG for any losses and fees incurred by UKG in circumstances where UKG honors Customer’s request to initiate a stop payment order but the check originally issued is subsequently presented for payment by a holder in due course (including fraud or misconduct on the part of an employee); • Requiring employees to complete, sign and maintain any account funding authorizations or other documents or authorizations necessary for UKG to provide UKG Pro Employee Pay, including authorizations for the initiation of credit entries. Customer shall maintain a readily available copy of signed documents and authorizations. Without limitation, Customer shall ensure that each employee utilizing UKG’s DDA service has authorized the initiation of credit entries and the crediting of the employee’s account, as well as the debiting of the employee’s account through a file reversal in the event of a returned item from Customer’s account or any funding deficiency by Customer (to extent permitted by law). Customer must ensure that such authorizations are operative at the time of transmittal and crediting/debiting of the employee’s accounts;
• Grant to UKG the authority to issue payments on behalf of Customer, and to take such other action as may be necessary from time to time in connection with the provision of UKG Pro Employee Pay, which, depending on the circumstances, may include but not limited to, the authorization of UKG to instruct Customer’s designated bank to stop payment and/or to refuse payment as required to provide the UKG Pro Employee Pay;
• Prenote direct deposits for all of Customer’s employees before UKG Pro Employee Pay is activated and, (if required by customer) for each new Customer employee who elects direct deposit or in the event a Customer employee makes a bank account change; UKG Pro Employee Pay does not include manual check printing. Customer may issue manual checks from their own bank account; • Customer shall not distribute any checks to any employee prior to the check date. Any checks presented for payment prior to the check date may be returned unpaid by the bank, and UKG may impose upon Customer an early check cashing fee of $25.00 per unit; • If Customer desires to stop payment on any check, Customer shall provide UKG with a stop payment request in such form required by UKG. UKG shall then place a stop payment order with UKG’s bank within twenty-four (24) hours of UKG’s receipt of such stop payment request. Customer shall not request UKG to stop payment on any check that represents funds to which the applicable employee is rightfully entitled. Customer agrees to indemnify, defend, and hold harmless UKG and its affiliates and their successors and assigns from and against any liability whatsoever for stopping payment on any check requested by Customer and from and against all actions, suits, losses, claims, damages, charges, and expenses of every nature and character, including attorney fees, in any claims or suits arising by reason of stopping payment on said check, including claims made by a “holder in due course” of such check; and Customer shall be responsible for payment of all applicable banking fees pursuant to UKG Pro Employee Pay. Fees imposed to employees or Customer by an employee’s bank or a check cashing facility are not the responsibility.
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EXHIBIT 4
UKG PRO PRINT SERVICES/ CHECK PRINTING SERVICES
1. UKG Pro Check Printing
1.1. UKG will print Customer’s United States and/or Canada checks and/or Direct Deposit Advices (“DDAs”) on a per Check Print Request (defined as a group standard check export files from the Subscription Services uploaded together into one request) basis and deliver or mail as requested by Customer. United States and Canadian checks or DDAs will be processed separately.
The printing and distribution of any DDA will be performed for an additional fee as set forth in Section 1.2c. o Standard Printing – For each Check Print Request that is received by 3:00PM in Customer’s time zone, UKG will use commercially reasonable efforts for such request to be printed and shipped within the next business day. Each check export file received after 3:00PM in the Customer’s time zone will be printed and shipped within two (2) business days. o Expedited Printing – Upon Customer’s request, UKG shall make commercially reasonable efforts to expedite a Check Print Request that is received by 12:00PM in Customer’s time zone to be printed and shipped the same business day for the fee set forth in Section 1.2c. Check export files received after 12:00PM in Customer’s time zone cannot be expedited. Any expedited Check Print Request that is not shipped the same business day will not be charged the expedited fee.
1.2. Customer will provide the check export file to UKG via the standard delivery methodology as required by UKG. Customer acknowledges that the data and all information from the completed payroll from UKG will be the basis for the Check Print services as provided for herein. a. Year End Tax Forms
UKG Pro Tax Forms Printing
UKG will be responsible for printing W-2, 1099, T4 or Relevé 1 forms for Customer as applicable.
UKG will supply the form and Customer will be responsible for shipping costs. Customer will also be responsible for UKG’s then-current handling fees.
b. Print Shipping
UKG Pro Print Shipping
UKG shall be responsible for delivering printed documents to the carriers set forth below, as selected by Customer.
First Class Mail (Direct mail to employees)
UPS - Next Day Air & 2nd Day Air, Ground (Tax Forms ONLY) FedEx - Next Day Air & 2nd Day Air
Customer shall have the option to use their own Fed Ex or UPS account number.
UKG shall not be responsible for the actions or inactions of any shipping carrier.
For the purposes of this section, printing and delivery are applicable to business days only (excluding UKG holidays). Print Requests received by UKG on a non-Business Day or an UKG holiday shall be deemed to have been received on the following business day. Also, customer time zone shall be deemed the customer’s main location within the 48 contiguous states, within the United States or within the provinces and territories in Canada from the Eastern to Pacific time zones.
Additional services outside the scope of this Service Description, including, but not limited to, pay group setup, component company setup, bank setup, signature, logo, custom setup, missing and/or incorrect information, and return package, will be provided upon Customer request and billed at the then current rate as incurred.
c. Fees
Services Fees
Check/DDA For U.S. - USD$.50 per Check/DDA
For Canada - CAN$.50 per Check/DDA
Year End Form For U.S.- USD$2.00 per Form page
For Canada - CAD$2.00 per Form page
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Check Print
Handling/Split Package
For U.S.- No charge for first 5 splits, USD$4.00 per split thereafter – per Check Print Request
For Canada - No charge for first 5 splits, CAN$4.00 per split thereafter – per Check Print Request
Year End Form Handling Customer is responsible for handling fees at the then-current rate
Shipping/Delivery
Methods
Customer is responsible for all shipping charges, whether billed by UKG as a pass-through expense or direct billed to Customer via its own carrier
Check Print Expedite
Processing Fee
For U.S. - USD$250.00 per Check Print Request, upon request by Customer
For Canada - CAD$250.00 per Check Print Request, upon
request by Customer
Check Print Launch Fee For U.S. - USD$2,000.00
For Canada – CAD$2,000.00
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EXHIBIT 5
UKG PRO ACA SERVICES – U.S. ONLY
1. UKG Pro ACA Toolkit
ACA Toolkit - Included for all customers at no additional cost:
• Eligibility ‘lookback’ calculations based upon payrolls processed with the Subscription Services • Enrollment based on eligibility
• Post exchange notices to employee document area
• Obtain and track employee consent to view 1095-C forms electronically • Generate completed 1094-C and 1095-C forms
• Import template for 1095-C data (if not available in UKG Pro) • Generate required 1095-Cs for those who are not active employees (i.e., COBRA, retirees) • Download 1095-C via employee self service
• Generate electronic file in IRS approved format
• Self Service printing and distribution of 1095-C forms • Self Service electronic filing to the IRS
• Comprehensive reporting and access to data about eligibility, penalty exposure, and offer of coverage ACA Data Remittance
Customer will provide the required ACA data needed for 1094-C and 1095-C forms to UKG pursuant to the ACA standard guidelines. Customer acknowledges that (i) the ACA data and all ACA information contained in and generated from the Subscription Services will be the basis for the services as provided for herein, and (ii) Customer is required to approve the ACA data on an annual basis in accordance with the deadlines set forth in the ACA Toolkit and provided in writing to Customer via newswire to Customer's designated representative.
Once Customer validates the data, Customer is responsible for submitting the filing to the IRS.
2. 1095-C Print and File Capabilities (Federal Only)
• UKG printing 1095-C forms and mailing them to Customers’ employees will follow the same description of services as the Year End Tax Forms section above. Customer is responsible for the cost of shipping and handling.
• Electronic filing of 1094-C and 1095-C forms to the IRS on Customer’s behalf
3. 1095-C File Capabilities (State Only)
• Electronic filing of 1094-C and 1095-C forms, only to the following regions, on Customer’s behalf:
California, New Jersey, Rhode Island, and District of Columbia. • Customer shall be responsible for any other 1095-C form submissions or other ACA and/or state individual mandate reporting other than referenced above.
Assumptions:
• Data included in the healthcare measurement periods for the eligibility “lookback” calculations will begin with the first payroll processed using the Subscription Services. Data converted from legacy systems is not available for eligibility “lookback” purposes.
• Prior to performing the ACA Distribution Services, Customer must provide UKG all required ACA data related to 1094-C and 1095-C forms and such data must be entered into and validated within the UKG Pro.
• UKG will not be liable for any invalidity or inaccuracy caused by Customer unless Customer so notified UKG within three (3) business day of UKG making available to Customer any and all ACA regulatory forms and filings. Customer will examine them for their validity and accuracy according to Customer’s records. Customer will immediately notify UKG of any inaccuracies.
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• Customer is responsible for all shipping charges, whether billed by UKG as a pass through expense or direct billed to Customer via its own carrier. Customer shall have the option to use their own Federal Express or United Parcel Services account number.
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Exhibit “C-1” UKG Services Descriptions
UKG Pro Workforce Management Services Description
Exhibit 1 Service Level Agreement
Exhibit 2 Customer Support Policy
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UKG Pro Workforce Management
Services Description
1. Scope
1.1 This Services Description applies to UKG’s provision of the commercially available version of the UKG Pro Workforce Management software as a service application(s) in UKG’s hosting environment, and related services, as listed in Section 1.2. This Services Description is subject to and governed by the Order and the corresponding agreement that governs Customer’s use of Subscription Services and other services (collectively, the “Agreement”).
1.2 This Service Description applies to the following Subscription Services and other Services when set forth on the Order: UKG TeleStaff Cloud, UKG Pro Absence, UKG Pro Accruals, UKG Pro Activities, UKG Pro Advanced Scheduling, UKG Pro Workforce Management Analytics, UKG Pro Auctions, UKG Pro Workforce Management Data Hub (Enterprise or Premium), UKG Pro WFM Employee Voice, UKG Pro Forecasting, UKG Pro Gaming, UKG Pro Workforce Management Healthcare Productivity, UKG Pro Leave, UKG Pro WFM Non-Prod Additional Tenant, UKG Pro Rotation Schedule, UKG Pro Scheduling, UKG Pro Strategic Workforce Planning, UKG Pro Task Management by Thinktime, UKG Pro Timekeeping (Hourly or Salaried), UKG Pro Workforce Management (Hourly or Salaried), UKG Pro People Analytics with Pro Workforce Management Data (Premium or Enterprise), and UKG Pro WFM Talk. It also includes UKG HRSD Document Manager and UKG HRSD People Assist if ordered with UKG Pro Workforce Management, but without UKG Pro Pay and /or UKG Pro People Center.
UKG Pro Workforce Management was formally referred to as UKG Dimensions.
1.3 Capitalized terms used but not defined in this Services Description will have the meanings ascribed to them in the Agreement.
2. Right to Access and Use, Fees
2.1 Customer acknowledges and agrees that the right to access and use the Subscription Services is limited based upon the number of employees identified on the Order. Applicable Monthly Service Fees will be invoiced on the Billing Frequency identified on the Order, commencing on the Billing Start Date. Customer may increase the number of employees using the Subscription Services by executing an additional Order. Seasonal Licenses, if purchased by Customer will also be identified on the Order. “Seasonal Licenses” are limited use licenses that have the following attributes: (i) valid only for the four (4) consecutive months during the annual period identified on the Order; (ii) valid from the first day of the month in which they commence until the end on the last day of the month in which they expire; and (iii) will be effective automatically each year during the Term, subject to termination and nonrenewal as provided in the Agreement.
2.2 UKG will invoice Customer up to sixty (60) days in advance of the Billing Start Date. Upon Customer's receipt of such invoice, Customer shall pay the invoice within the payment term set forth in such Order.
3. Customer Data
Customer Data shall be made available to Customer to retrieve at no additional charge during the Order Term and, unless otherwise mutually agreed to by the parties, for no more than thirty (30) days after expiration or termination of the Agreement for any reason.
4. UKG Pro WFM Employee Voice
If UKG Pro WFM Employee Voice is included in an Order, Customer grants to UKG the right to sub-license de-identified Customer Data, which includes the employee survey responses to third parties (currently Mercer (US) Inc.) for the purpose of improving question sets and bench marking data. UKG Pro WFM Employee Voice is exclusively available in the United States and Canada, and is offered only in English.
5. Service Level Agreement
The Service Level Agreement for the availability of UKG Pro Workforce Management Subscription Services is set forth in Exhibit 1.
Exhibit “C-1” UKG Services Descriptions
UKG Pro Workforce Management Services Description
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6. Customer Support Policy
Support is included with UKG Pro Workforce Management Subscription Services, however configuration of new features may be subject to additional costs. The Customer Support Policy for UKG Pro Workforce Management Subscription Services is set forth in Exhibit 2.
7. UKG Pro Workforce Management Additional Tenant and Disaster Recovery
7.1 UKG Pro Workforce Management includes one standard production tenant and one partial copy non-production tenant limited to 36 months of data. An additional partial copy tenant may be ordered on an annual basis for an additional fee.
7.2 For the production environment, the recovery time objective is 24 hours and the recovery point objective is 4 hours. Despite the above, for UKG Pro Strategic Workforce Planning, the recovery time objective and the recovery point objective is 48 hours.
8. AtomSphere Service and Boomi Software
“Boomi AtomSphere Service” means the third-party service for the creation of integrations by Customer, which Customer has the right to access through Subscription Services (excluding UKG TeleStaff Cloud). “Boomi Software” means the third-party proprietary software associated with the Boomi AtomSphere Service.
As part of the Subscription Services but excluding UKG TeleStaff Cloud, Customer has the right to access and use the Boomi AtomSphere Service provided by Boomi, LP. (“Boomi”) and a non-exclusive, non-transferable and nonsublicensable license to use the associated Boomi Software as part of the Boomi AtomSphere Service. Customer may use the Boomi AtomSphere Service and the Boomi Software only to create integrations to and from the Subscription Services. If the right to use the Subscription Services terminates, Customer’s right to access the Boomi AtomSphere Service and the Boomi Software also terminates.
Customer understands and agrees that the AtomSphere Service and the Boomi Software may work in conjunction with third-party products and Customer agrees to be responsible for ensuring that it is properly licensed to use such thirdparty products. Customer further understands and agrees that: (i) the AtomSphere Service and the Boomi Software are protected by copyright and other intellectual property laws and treaties; (ii) Boomi, its Affiliates and/or its suppliers own the copyright, and other intellectual property rights in the AtomSphere Service and Boomi Software; (iii) the Boomi Software is licensed, and not sold; (iv) this Services Description does not grant Customer any rights to Boomi’s trademarks or service marks; and (v) with respect to the AtomSphere Service and Boomi Software, Boomi reserves any and all rights, implied or otherwise, which are not expressly granted to Customer in this Services Description.
Customer may, at its discretion, store other data on the systems to which it is provided access in connection with its use of the AtomSphere Service (the “Hosted Environment”). Customer is solely responsible for collecting, inputting and updating all Customer data stored in the Hosted Environment, and for ensuring that Customer complies with the Acceptable Use Policy with respect to the AtomSphere Service and Boomi Software. Customer agrees that such data may be accessed and used by Boomi and its representatives worldwide as may be needed to support Boomi’s standard business operations with respect to the AtomSphere Service and Boomi Software. Customer agrees that data consisting of Customer contact information (e.g., email addresses, names) provided as part of Maintenance AtomSphere Services may be sent to Boomi’s third-party service providers as part of Boomi’s services improvement processes.
In connection with the use of the Hosted Environment and the AtomSphere Service, Customer may not: (i) attempt to use or gain unauthorized access to Boomi’s or to any third-party's networks or equipment; (ii) permit other individuals or entities to copy the Boomi Software; nor (iii) provide unauthorized access to or use of any Boomi Software or the associated access credentials. Customer shall cooperate with Boomi’s reasonable investigation of Hosted Environment outages, security issues, and any suspected breach of this Section.
The Hosted Environment is a non-production environment.
9. The UKG Pro Workforce Management Data Hub Enterprise The UKG Pro Workforce Management Data Hub requires the use of certain Google Cloud Platform services including BigQuery and Storage. Google Cloud Platform services must be obtained by Customer directly from Google for UKG Pro Workforce Management Data Hub Enterprise.
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Exhibit 1
SERVICE LEVEL AGREEMENT
Availability: The production environment of the Subscription Services will maintain 99.75% Availability. Availability is calculated on a monthly basis as follows:
(
Monthly Minutes - Total Minutes Not Available -
Maintenance Period ) X 100% ≥ 99.75%
Monthly Minutes - Maintenance Period
Monthly Minutes: means the total time, measured in minutes, of a calendar month commencing at 12:00 am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month.
Maintenance Period: means a scheduled maintenance period within the applicable maintenance window identified below, when the Subscription Services are not available. The Maintenance Period is used for purpose of the Service Credit Calculation; UKG continuously supports the production environment on a 24x7 basis to reduce disruptions.
The current maintenance window for UKG Pro Workforce Management and related Subscription Services covered by the same Services Description (except for UKG Pro Strategic Workforce Planning, which has maintenance windows on Saturday and Sunday at the same times indicated below) for each of the data center locations is:
• US/Canada Eastern Time every Thursday from 12:00 AM to 4:00 AM • Australian Eastern Time every Thursday from 12:00 AM to 4:00 AM • Central European Time every Thursday from 2:00 AM to 6:00 AM The current maintenance window for HR Service Delivery and related Subscription Services covered by the same Services Description for each of the data center locations is:
• The Planned Maintenance Time may not exceed 120 minutes per calendar month. “Planned Maintenance Time” means the total number of minutes of planned maintenance and other UKG scheduled system activities in the given calendar month, including but not limited to the necessary time for: (i) regular upgrades to the UKG HR Service Delivery Subscription Services, (ii) technical maintenance of its platforms, and (iii) installing security patches. • If these activities will impact the Availability of the HR Service Delivery Subscription Services, UKG will use reasonable efforts to provide Customer with advance notification (via e-mail for all customers having subscribed to the status page).
Total Minutes Not Available: means the total number of minutes during the calendar month that the Subscription Services is inaccessible as the result of an Outage.
Outage: means the Customer is unable to access the UKG tenant environment at any of its production data centers’ internet connection points for reasons other than (a) the failure or malfunction of equipment, applications or systems not owned or controlled by UKG or its third party suppliers providing the Subscription Services; (b) the suspension of the Subscription Services in accordance with the terms of the Agreement.
Service Credit Calculation: An Outage will be deemed to commence when the Subscription Services is unavailable to Customer and ends when UKG has restored Availability to the Subscription Services. Outages in one production environment may not be added to Outages in any other production environment for purposes of calculating SLA Credits as defined below.
SLA Credits: If, due to an Outage, the Subscription Services does not maintain 99.75% Availability, Customer is entitled to a credit to Customer’s monthly invoice for the affected month, such credit to be equivalent to 3% of Customer’s monthly Subscription Services fees for every 1% of Availability below 99.75%, but in no event to exceed 100% of Customer’s monthly Subscription Services fees (“SLA Credits”). SLA Credits become available starting the month after Customer’s Subscription Services are live.
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Reporting and Claims Process
UKG will provide Customer with Availability metrics on a monthly basis for each prior calendar month, upon Customer’s written request to UKG within sixty (60) days of completion of the month that Customer is claiming SLA Credits. Customer waives any right to SLA Credits not requested within this time period. All performance calculations and applicable SLA Credits are based on UKG’ records and data unless Customer can provide UKG with clear and convincing evidence to the contrary.
Customer acknowledges that UKG manages its network traffic in part on the basis of Customer’s utilization of the Subscription Services and that changes in such utilization may impact UKG’s ability to manage network traffic. Therefore, notwithstanding anything else to the contrary, if Customer significantly changes its utilization of the Subscription Services than what is contracted with UKG and such change creates a material and adverse impact on the traffic balance of the UKG network, as reasonably determined by UKG, the Parties agree to co-operate, in good faith, to resolve the issue. Customer further acknowledges that SLA Credits shall serve as Customer’s sole and exclusive remedy in connection with UKG not meeting the Service Level Agreement as set forth herein in full and final settlement of any Subscription Services level claims. For the avoidance of doubt, the SLA Credits specified herein shall be in recognition of the diminished value of the Subscriptions Services resulting from UKG’s failure to meet the agreed upon level of performance, and not as a penalty.
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2025.05.13
Exhibit 2
CUSTOMER SUPPORT POLICY
Priority Based Support
UKG provides support on a "priority" basis. As such, customers with the most critical request(s) will be serviced first, pursuant to the following UKG guidelines:
Priority Level Description Target Response Time
High
A critical Customer issue with no available workaround where the Subscription Services cannot be accessed, or where the
Subscription Services are experiencing major system degradation, such as:
• Cloud outage
• Unable to sign-off time cards
• Payroll data accuracy or unable to process payroll
• Totals are not accurate
• Unable to collect punches from terminals
• Unable to access a critical function within the Subscription Services
Thirty (30) minutes or
immediately via Rapid
Response
Medium
A serious Customer issue which impacts ability to utilize the Subscription Services effectively, such as:
• Intermittent or inconsistent functionality results or data accuracy (e.g., accrual balances not matching pay codes but balances are accurate)
• Data display inaccuracies or inconsistencies across
multiple tasks
• Application performance is inconsistent or fluctuates One (1) business hour or
immediately via Rapid
Response
Low
Non-critical Customer issue generally entailing use and usability issues or "how to" questions, such as:
• How do I set up a holiday pay rule?
• How do I run a report?
Within two business (2)
hours
Service Coverage Period
UKG provides support 24 hours a day, seven days a week, 365 days a year, for high priority issues. UKG provides support during business hours for medium and low priority issues.
Support Language
Support is provided in English and may be provided in French, German and Spanish in some regions during local business hours.
Support Exclusions
Support services do not include service to the Subscription Services resulting from, or associated with:
1. Failure to use the Subscription Services in accordance with UKG's published specifications;
2. Customer's end user computer or operating system malfunctions, including browser and internet connection, or failure of the internet;
3. Services required for Subscription Services programs or conversions from products or software not supplied by UKG; or
4. Implementation services, configuration changes, and custom reports.
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Critical Outages
UKG will provide continuous effort on all high priority events through either bug identification, the development of a workaround, or problem resolution. If this effort goes beyond normal business hours, the case may be passed to the afterhours team. On-going continuous effort may also be dependent on the customer's ability to provide a resource to work with UKG during this period.
Technical Escalation
UKG’s case resolution process is a team-based approach structured around specific features within the Subscription Services and staffed by UKG support engineers covering the full spectrum of skill sets and technical expertise. The teams are empowered to dynamically apply the appropriate resources to a case based on severity and complexity for the fastest resolution time possible.
The teams are also integrated with the development engineering and cloud operations staff and engage their assistance and technical guidance when necessary and/or directly escalate depending on case severity and time to resolve considerations.
For situations that contain multiple cases, an account or relationship manager may be assigned to act as a single point of contact and communication regarding case resolution status, action plan development, resource integration and implementation co-ordination. The account or relationship manager remains engaged until the situation has been successfully remediated.
Management Escalation
Customers may, at any time, ask to speak to a UKG global support manager if they experience dissatisfaction with the level of service received with respect to a specific case or service in general. To contact a UKG global support manager, please telephone your UKG support services center and ask to speak to a manager. Phone numbers are listed on the UKG Community at https://www.ukg.com/support.
Remote Support
UKG utilizes a web-based screen-sharing tool of its choosing that enables UKG to support Customers by empowering our support representatives to remotely view the computer of a Customer’s user. By connecting through the internet or via intranets and extranets, support representatives will work in real time with Customer’s users and quickly escalate to desktop sharing, which features mutual mouse and keyboard control and whiteboard capability.
UKG Community
UKG provides Customers with access to the UKG Community, which includes access to how-to articles and discussion boards, as well as the ability to open support cases. The UKG Community helps Customers make the most of its UKG solutions by putting tools and resources at its fingertips in a collaborative, intuitive online space — a space that makes opening a case, accessing support, and viewing all Customer’s account information easier than ever. Streamlined and searchable, the information Customers need is just a click away.
Additional Support Options
As part of the Support Services, UKG may also provide:
• UKG Onboarding Experience: Step-by-step guidance to assist Customer during onboard activities • Success Manager: A UKG resource to provide guidance on best practices in using Subscription Services • Integration/API Support: Assistance with enhancing and updating existing APIs and integrations • New Feature Review and Activation Assistance: Guidance on new features of Subscription Services and how to enable them
• Industry Best Practices Review: Review configuration and use of Subscription Services against industry peers and provide recommendations
• Configuration Review: Assistance with optimizing the use of Subscription Services based on your current usage patterns
2043
Exhibit “C-1” UKG Services Descriptions
UKG Ready Benefits COBRA Administration Services Description Schedule 1 Duties of the Parties
2044
Exhibit “C-1” UKG Services Descriptions
UKG Ready Benefits COBRA Administration Services Description
2045
2046
2047
2048
Exhibit “C-1” UKG Services Descriptions
UKG Ready Services Description
Exhibit 1 UKG Support Policy
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1 Rev 2025.02.24
UKG Ready
Services Description
1. Scope
1.1 This Services Description applies to UKG’s provision of the commercially available version of UKG Ready software as a service in UKG’s hosting environment and related services as listed in Section
1.2. This Services Description is subject to and governed by the Order and the corresponding agreement that governs Customer’s use of Subscription Services and other Services (collectively, the “Agreement”).
1.2 This Services Description applies to the following Subscription Services and other Services when included on the order: UKG Ready Time, UKG Ready HR, UKG Learning, UKG Ready Scheduler, UKG Ready Recruiting, UKG Ready Leave, UKG Ready Attestation, UKG Ready Performance, UKG Ready Access Control, UKG Ready People Insights, UKG Ready Integration Hub, UKG Ready Learning, UKG Ready Expense Tracking.
1.3 Capitalized terms used but not defined in this Services Description will have the meanings ascribed to them in the Agreement.
2. Right to Access and Use
2.1 UKG will provide Customer with access to and use of the Subscription Services during the Order Term (which includes the Initial Term and the successive Renewal Terms). Customer’s right to access and use the Subscription Services is limited to the specific Subscription Services specified on the Order and as described in this Services Description and the Order.
2.2 UKG will monitor Customer’s usage of the Subscription Services in order to calculate the usage portion of the monthly service fees. The Subscription Services will be priced on the basis identified on the Order: (a) per month; (b) per active employee (“Active Employee”) per month usage; (c) per compensated employee (“Compensated Employee”) per month usage; (d) per transaction (e.g. pay statement); or, (e) per access point, as applicable. For such purposes, an employee will be deemed an Active Employee or Compensated Employee, as applicable during a billing period, if: (i) time has been entered for the employee; (ii) records are included for the employee for the purpose of processing payroll; (iii) records are included for such employee within an import/export process; (iv) the employee has access to the Subscription Services; (v) benefit time has been accrued for the employee; or (vi) the employee has been marked by Customer in the Subscription Services as having an “Active” status during the period. An employee is not an Active Employee or Compensated Employee when identified with “Is Terminated” status in the Subscription Services.
3. Fees, Payment and Invoicing
3.1 Customer will pay UKG the Subscription Services fees for the Monthly Minimum Quantity set forth in the Order and, where applicable, for any additional use of the Subscription Services in excess of the Monthly Minimum Quantity (“Usage Overage”).
3.2 UKG will invoice the Customer for the Subscription Services fees as follows: i) the Monthly Minimum Quantity, commencing on the Billing Start Date, and thereafter in accordance with the Billing Frequency stated on the Order; and (ii) the Usage Overage, commencing on the earlier of the Billing Start Date or the date that Customer begins use of the Subscription Services in the UKG production environment, and monthly in arrears thereafter, unless agreed otherwise in the Order.
3.3 Notwithstanding section 3.2 above and as it relates to the Monthly Minimum Quantity, the parties agree that: (i) if the Billing Start Date is on or before the 15th day of a calendar month, UKG will invoice Customer the Subscription Services fee for the Monthly Minimum Quantity for that month and each remaining month of the Order Term; and if the Billing Start Date falls after the 15th day of the calendar month, UKG will invoice Customer for the Subscription Services fees of the Monthly Minimum Quantity on the first day of the following calendar month and each remaining month of the Initial Term.
3.4 The monthly Subscription Services fees (based on the number of employees multiplied by the applicable Subscription Services fee) may increase or decrease if the number of employees (e.g. Active Employees; Compensated Employees) increases or decreases, but in no event will the monthly Subscription Services fee be calculated on less than the Monthly Minimum Quantity of employees as set forth in the Order.
Exhibit “C-1” UKG Services Descriptions
UKG Ready Services Description
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2 Rev 2025.02.24
4. Customer Data
4.1 Customer may retrieve Customer Data at no additional charge during the then current Order Term and for no more than thirty (30) days after the expiration or termination of the Agreement, unless otherwise mutually agreed by the Parties.
5. UKG Support Policy
5.1 The UKG Support Policy is set forth in Exhibit 1 of this Services Description.
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3 Rev 2025.02.24
EXHIBIT 1
UKG Support Policy
UKG provides support for all customer environments on UKG Subscription Services. Configuration of new features may be subject to additional cost depending on complexity.
Priority Based Support
UKG provides support on a "priority" basis. As such, customers with the most critical request(s) will be serviced first, pursuant to the following UKG guidelines:
Priority Level Description
Target
Response
Time
High
A critical Customer issue with no available workaround where the Subscription Services cannot be accessed, or where the
Subscription Services are experiencing major system degradation, such as:
• Cloud outage
• Unable to sign-off time cards
• Payroll data accuracy or unable to process payroll
• Totals are not accurate
• Unable to collect punches from terminals
• Unable to access a critical function within the Subscription Services
Thirty (30)
minutes or
immediately via
Rapid Response
Medium
A serious Customer issue which impacts ability to utilize the Subscription Services effectively, such as:
• Intermittent or inconsistent functionality results or data accuracy (e.g., accrual balances not matching pay codes but balances are accurate)
• Data display inaccuracies or inconsistencies across multiple tasks
• Application performance is inconsistent or fluctuates One (1)
business hour or
immediately via
Rapid Response
Low
Non-critical Customer issue generally entailing use and usability issues or "how to" questions, such as:
• How do I set up a holiday pay rule?
• How do I run a report?
Within two
business (2) hours
Service Coverage Period
UKG provides support 24 hours a day, seven days a week, 365 days a year, for high priority issues. UKG provides support during business hours for medium and low priority issues.
Support Language
Support is provided in English and may be provided in French, Dutch, German and Spanish in some regions during local business hours.
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4 Rev 2025.02.24
Support Exclusions
Support services do not include service to the Subscription Services resulting from, or associated with:
1. Failure to use the Subscription Services in accordance with UKG's published specifications;
2. Customer's end user computer or operating system malfunctions, including browser and internet connection, or failure of the internet;
3. Services required for Subscription Services programs or conversions from products or software not supplied by UKG; or
4. Implementation services, configuration changes, and custom reports.
Critical Outages
UKG will provide continuous effort on all high priority events through either bug identification, the development of a workaround, or problem resolution. If this effort goes beyond normal business hours, the case may be passed to the after-hours team. On-going continuous effort may also be dependent on the customer's ability to provide a resource to work with UKG during this period.
Technical Escalation
UKG’s case resolution process is a team based approach structured around specific features within the Subscription Services and staffed by UKG support engineers covering the full spectrum of skill sets and technical expertise. The teams are empowered to dynamically apply the appropriate resources to a case based on severity and complexity for the fastest resolution time possible.
The teams are also integrated with the development engineering and cloud operations staff and engage their assistance and technical guidance when necessary and/or directly escalate depending on case severity and time to resolve considerations.
For situations that contain multiple cases, an account or relationship manager may be assigned to act as a single point of contact and communication regarding case resolution status, action plan development, resource integration and implementation co-ordination. The account or relationship manager remains engaged until the situation has been successfully remediated.
Management Escalation
Customers may, at any time, ask to speak to a UKG global support manager if they experience dissatisfaction with the level of service received with respect to a specific case or service in general. To contact a UKG global support manager, please telephone your UKG support services center and ask to speak to a manager. Phone numbers are listed on the UKG Community at https://community.kronos.com/s/article/KB13193.
Remote Support
UKG utilizes a web-based screen-sharing tool of its choosing that enables UKG to support Customers by empowering our support representatives to remotely view the computer of a Customer’s user. By connecting through the internet or via intranets and extranets, support representatives will work in real time with Customer’s users and quickly escalate to desktop sharing, which features mutual mouse and keyboard control and whiteboard capability.
UKG Community
UKG provides Customers with access to the UKG Community, which includes access to how-to articles and discussion boards, as well as the ability to open support cases. The UKG Community helps Customers make the most of its UKG solutions by putting tools and resources at its fingertips in a collaborative, intuitive online space — a space that makes opening a case, accessing support, and viewing all Customer’s account information easier than ever. Streamlined and searchable, the information Customers need is just a click away.
Additional Support Options
As part of the Support Services, UKG may also provide:
• UKG Onboarding Experience: Step-by-step guidance to assist Customer during onboard activities • Success Manager: A UKG resource to provide guidance on best practices in using Subscription Services • Integration/API Support: Assistance with enhancing and updating existing APIs and integrations • New Feature Review and Activation Assistance: Guidance on new features of Subscription Services and how to enable them
• Industry Best Practices Review: Review configuration and use of Subscription Services against industry peers and provide recommendations
• Configuration Review: Assistance with optimizing the use of Subscription Services based on your current usage patterns
2053
Exhibit “C-1” UKG Services Descriptions
UKG Ready Payroll Services Description
Pricing Exhibit
2054
2025.04.01
d\clm_finapr_4\
UKG Ready Payroll Services
Services Description
(United States and Canada Only)
1. Scope
1.1 This Services Description applies to UKG’s provision of the commercially available version of UKG Ready Payroll Services as listed in Section 1.2. This Services Description is subject to and governed by the Order and the corresponding agreement that governs Customer’s use of the Subscription Services and other services (collectively, the “Agreement”).
1.2 This Services Description applies to the following Subscription Services and other Services when included on the Order (collectively referred to as “UKG Ready Payroll Services”): UKG Ready Payroll Services, UKG Smart Check (United States Only), Check Printing and other related services as described herein and as selected by the Customer during the implementation process.
1.3 Customer acknowledges and agrees that the UKG Ready Payroll Services may only be used in conjunction with UKG Ready. Furthermore, Customer hereby grants UKG consent to administrative access rights to the Ready Platform for the purpose of fulfilling UKG’s obligations under this Services Description.
1.4 Regulated financial services, including regulated aspects of the UKG Ready Payroll Services provided under this Services Description, will be performed by Kronos SaaShr, Inc. (in the United States) and The Ultimate Software Group of Canada, Inc. (in Canada), both subsidiaries of UKG Inc. For the purposes of this Services Description, references to “UKG” include Kronos SaaShr, Inc. and The Ultimate Software Group of Canada, Inc. as applicable. This Services Description is available in the United States (which includes Puerto Rico, U.S. Virgin Islands, Guam and Marianna except where otherwise noted) and Canada, and shall only be provided with respect to Customer’s payroll obligations for United States-based employees and Canada-based employees of Customer and Covered Entities.
1.5 Capitalized terms used but not defined in this Services Description will have the meanings ascribed to them in the Agreement.
2. Definitions
“ACH” means the network used for electronic payments and money transfers, Automated Clearing House. “Business Day” means any day of the year other than: (a) Saturday, Sunday; (b) a day on which the banking institution of any applicable Customer legal entity is closed; or (c) an applicable statutory or civic holiday. “BN” means Canadian business number.
“Covered Entities” means the Customer and the Customer’s Affiliates using UKG Ready Payroll Services. “CPA” means the Canadian Payment Association operating under the brand name “Payments Canada”, which administers the rules for processing electronic payments in Canada. “Customer Payee” means an employee or individual receiving a check, direct deposit or other compensation from Customer using the UKG Ready Payroll Services.
“Drawee” means the member or other institution to which a debit payment item is addressed, and which is directed to pay the specified amount of money
“EFTPS” means U.S. Treasury Department’s Electronic Federal Tax Payment System. “FEIN” means U.S. Federal Employer Identification Number. “Garnishment Liabilities” means that portion of Payroll Liabilities relating to wage garnishments, including federal and state tax levies, bankruptcy orders, student loan, child support and spousal support withholding orders. “NACHA” means the National Automated Clearing House Association. NACHA administers the rules for processing ACH transactions through the ACH network.
“PAD” means an electronic payment method that is drawn on an account held by a Covered Entity pursuant to the terms of a pre-authorized debit agreement between both parties to be executed during Customer on-boarding.
Exhibit “C-1” UKG Services Descriptions
UKG Ready Payroll Services Description
2055
2025.04.01
“Payroll Liabilities” means, as applicable, the U.S. Payroll Tax Liabilities, Garnishment Liabilities and third party payments and net wages related to a designated payroll check date that Customer owes but has not yet paid and has elected for UKG to collect and pay on their behalf.
“Payroll Tax Liabilities” means that portion of Payroll Liabilities relating to payroll taxes, including all applicable: (i) U.S. federal, state and local taxes, Social Security and Medicare; and (ii) Canadian federal, provincial and territorial government source deductions, both of which may include income tax withholding and Employment Insurance Premiums. “Pricing Exhibit” means the pricing exhibit included at the end of this Service Description, which sets out UKG’s standard fees for certain miscellaneous services, as applicable, such as W2/1099, T4, RL-1, printing services, fees for tax accounts with an “applied for” status, ACH and PAD returns, off-cycle payrolls, split wrap (delivery of checks to multiple locations), stop payment fees (for Customers purchasing UKG SmartCheck) and preparing/filing of amended returns.
3. Payroll Services
3.1 Customer agrees that the UKG Ready Payroll Services shall be provided in accordance with the Order, the UKG Ready Services Description and this Services Description. Standard fees for certain miscellaneous services can be found in the Pricing Exhibit.
3.1.1 For U.S. Payment Services, Customer will submit payroll and tax monies via one of two funding methods: (i) ACH funding, or (ii) draw down wire (“Draw Down Wire”) funding. Customer is only eligible for ACH funding if approved by UKG, and UKG may withdraw such approval if it determines Customer no longer meets eligibility requirements. Customer will be required to utilize the Draw Down Wire funding method if Customer is not approved for ACH funding.
3.1.2 For Canadian Payment Services, Customer will submit payroll and tax monies via one of two funding methods: (1) Customer initiated wire (“Customer Initiated Wire”), or (2) PAD. Customer is only eligible for PAD funding if approved by UKG, and UKG may withdraw such approval if it deems that Customer is no longer meeting the eligibility requirements.
Customer will be required to utilize the Customer Initiated Wire funding method if not approved for PAD funding.
3.2 Customer agrees to provide, as applicable, the FEIN, BN and other information about its Covered Entities to UKG so that UKG can provide UKG Ready Payroll Services. Customer shall, on its behalf and on behalf of its Covered Entities, maintain and provide to UKG accurate tax identification numbers, filing frequencies, filing jurisdictions, tax rates, tax types, and employee tax forms to enable UKG to properly complete all applicable tax returns and payments. If, as an accommodation to Customer and without implying any obligation, UKG files a tax return containing “Applied For” status, then Customer agrees and acknowledges that it releases UKG from any and all liability that may arise in connection with such accommodation (including without limitation, penalties and interest).
3.3 UKG Ready Payroll Services will not commence until Customer (or the applicable Covered Entity) provides to UKG all of the forms and documents requested by UKG. Any agreed timelines shall be automatically adjusted accordingly and UKG shall have no liability resulting from any failure or delay by Customer with respect to the foregoing. In addition to forms and documents requested at the commencement of UKG Ready Payroll Services, Customer shall, and shall cause all Covered Entities to, timely provide to UKG other forms and documents requested by UKG that are required by UKG to deliver UKG Ready Payroll Services during the Term.
3.4 UKG is not responsible for (i) the payment of any Customer taxes or filing of any Customer tax returns prior to the first check date of the payroll, and (ii) any liability related to taxes, which UKG did not collect from Customer, including, without limitation, failure to collect due to non-sufficient funds or other funding issues (collectively “NSF”).
4. Payroll Services, Schedule and Exchange of Information Customer authorizes and appoints UKG as attorney-in-fact or reporting agent in order for UKG to prepare and file payroll tax returns and cause the issuance of payments on related tax obligations for Covered Entities in all applicable tax jurisdictions.
Customer authorizes UKG via the applicable funding method to: (a) debit Customer’s or, as applicable, Covered Entity’s demand deposit account or accounts at an applicable financial institution to be used in connection with UKG Ready Payroll Services (the “Customer Account”) for all payroll tax obligations and credit the same amount to an account designated by UKG, which may be held in trust by a third party trustee (the “Payroll Services Accounts”), which funds shall be held in such Payroll Services Accounts until such time as such funds are due to the appropriate taxing authorities; (b) remit such funds by electronic funds transfer (“EFT”), Electronic Data Interchange (“EDI”), ACH, wire payment cheque or check to the appropriate taxing authority; and (c) prepare, sign, and file with the appropriate taxing authorities all returns for such taxes on an ongoing basis. UKG may remove itself as attorney-in-fact or reporting agent, in its sole discretion, with at least ten (10) Business Days’ advance written notice to Customer. Authorization of UKG as attorney-in-fact or reporting agent does not relieve Customer of
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its responsibility for ensuring the timely filing and completion of all tax returns, FTDs, and FTPs, as applicable, and Customer is solely responsible for any liabilities resulting therefrom.
The parties agree with the following UKG Ready Payroll Services Schedule:
US Data Remittance and Funding Schedule
Data Remittance
Customers are expected to close and submit payroll two (2) Business Days prior to the applicable check/cheque date(s) by:
3:00 PM ET for ACH
1:30 PM ET for Draw Down Wire
Payroll Finalized
UKG will finalize the payroll on the day it is submitted, provided it is submitted according to the Data Remittance schedule above. Payroll submitted after the deadline will be finalized the next Business Day. Funds must be available in Customer's designated bank account(s) at the opening of the Business Day in accordance with the payroll funding schedule below based on the funding method.
Payroll Funding
Schedule ACH: One (1) Business Day prior to the payment date.
Draw Down Wire: UKG will initiate the wire request prior to 2:30 pm ET. Funds must be received no later than 4:30 ET on the date payroll is finalized.
Canada Data Remittance and Funding Schedule
Data Remittance
Customers are expected to close and submit payroll two (2) Business Days prior to the applicable check/cheque date(s) by:
3:00 PM ET for PAD
1:30 PM ET for Customer Initiated Wire
Payroll Finalized
UKG will finalize the payroll on the day it is submitted, provided it is submitted according to the Data Remittance schedule above. Payroll submitted after the deadline will be finalized the next Business Day. Funds must be available in Customer's designated bank account(s) at the opening of the Business Day in accordance with the payroll funding schedule below based on the funding method.
Payroll Funding
Schedule PAD: One (1) Business Day prior to the payment date Customer Initiated Wire: Customer will initiate the wire funding with their bank immediately following payroll submission but no later than 2:30 pm ET on the date payroll is finalized.
Submission of payroll by Customer less than two (2) Business Days prior to Customer’s scheduled check date may result in the requirement to utilize an alternative funding method; delay the processing of the banking transaction; and other transaction(s). If payroll is submitted less than two (2) Business Days prior to the applicable check date, funds may not be available in employee accounts at the opening of the banking day. UKG is not responsible for the payment of any Customer taxes or the filing of any Customer tax returns prior to the check date nor is UKG responsible for any taxes which UKG did not collect from Customer (including without limitation, failure to collect due to NSF).
Customer shall review all reports and documents made available to Customer pursuant to this Section 4, within five (5) Business Days after receipt of notification of availability.
5. Data Remittance
Customer will complete and close payroll using the time and delays outlined in the table above. Customer acknowledges that the data and all information from the completed payroll from the UKG Ready Payroll Services will be the basis for UKG Ready Payroll Services as provided for herein. UKG will not be liable for any invalidity or inaccuracy caused by Customer or Customer Data unless Customer so notifies UKG within one (1) business day of Customer’s completion of payroll for the applicable check/cheque date or within ten (10) days of quarterly records being made available to Customer by UKG.
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6. Cash Management and U.S. Reporting for Cash Collection
6.1 Funds Collection
Customer funds will be collected to cover Payroll Liabilities and other Customer liabilities pursuant to this Services Description (including but not limited to additional tax payments, penalties and/or interest resulting from tax notices or amendments or quarter-end variances).
Customer shall maintain authorization to enable UKG to initiate ACH, PAD, and Draw Down Wire, as applicable, of the Covered Entities’ designated bank account(s) and to maintain good and sufficient collected funds in the Covered Entities’ designated bank account(s) to cover all funding transactions hereunder. For quarter end and year end reconciliation purposes, UKG will utilize standard ACH services to reconcile Customer tax remittances and liability variances. UKG shall use commercially reasonable efforts to notify the Customer not less than three (3) Business Days prior to UKG causing a debit of the Covered Entities’ bank account for the amount required to satisfy such variances.
Customer will be assigned an ACH or PAD processing limit. UKG reserves the right to adjust the processing limit and will provide notice to Customer. If Customer’s payroll exceeds this processing limit, then the Customer will receive a notification from the UKG Ready Payroll Services that the Customer’s payroll must be funded immediately by a Customer-Initiated Wire transfer.
Prior to Customer using UKG Ready Payroll Services in a production environment or when Customer is changing their designated bank account(s), Customer authorized UKG to establish and successfully test authorization with its bank to allow for ACH, PAD and Draw Down Wire in accordance with the terms of this Services Description. Testing of the funding account(s) shall occur two (2) to four (4) weeks prior to the first payroll check date to insure a successful processing of the first payroll. Customer must notify UKG in writing not less than two (2) weeks prior to the effective date of a change in Customer bank account(s).
Customer is not permitted to push funds via ACH or EDI nor engage in currency exchange between Canadian funds and United States funds. UKG’s designated Canadian financial institution will be in Canada, and UKG shall remit Customer’s statutory deductions using Canadian currency.
6.2 Banking Transactions
United States (U.S.) Payment Regulations
Delivery of UKG Ready Payroll Services in the U.S. is subject to the laws and regulations of the banking industry, including but not limited to, the operating rules of the NACHA. Customer grants UKG the authority to issue payments on behalf of Customer.
In addition, Customer agrees to comply with the NACHA rules applicable to it with respect to Customer’s use of UKG Ready Payroll Services and Customer agrees that UKG shall have the right to require, on a reasonable basis, Customer to demonstrate its compliance with NACHA rules. Customer agrees not to originate transactions that violate applicable laws and regulations, including but not limited to anti-money laundering laws and regulations such as the Bank Secrecy Act, as amended by the USA PATRIOT Act. International transactions are not allowed under UKG Ready Payroll Services. Customer will notify UKG if Customer is providing instructions to UKG to process payroll on behalf of a third party.
Canada Payment Regulations
Delivery of UKG Ready Payroll Services in Canada is subject to applicable laws and regulations of the banking industry.
Customer grants UKG the authority to issue payments on behalf of Customer.
Customer agrees not to originate transactions that violate applicable laws and regulations, including without limitation the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and any and all anti-money laundering laws and regulations.
General
In the event that UKG is prohibited from performing any portion of the UKG Ready Payroll Services due to a banking institutions’ restrictions or other applicable regulatory restrictions, then UKG shall have the option to immediately suspend or terminate such UKG Ready Payroll Services upon written notice to Customer.
6.3 Investment of Funds
UKG shall pay Customer’s Payroll Liabilities to the designated recipient of such Payroll Liabilities (to the extent that Customer has made available the required funds in accordance with the terms of this Services Description). Customer funds held by UKG will be segregated from other funds of UKG, but may be commingled with funds of other customers. UKG is entitled to all net income generated on any funds held pursuant hereto.
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6.4 Record of Collections and Disbursements
Customer shall examine all records of any disbursements made available to Customer for validity and accuracy and promptly notify UKG of any inaccuracies or inconsistencies.
Any specific record retention schedules established by governmental entities and other requirements applicable to Customer are the sole responsibility of Customer and excluded from the Services. UKG is not responsible or liable for the maintenance or retention of disbursement records.
6.5 Receiving Depository Financial Institution / Drawee Customer agrees to: (a) complete and execute any necessary forms with Customer’s Receiving Depository Financial Institution / Drawee (“RDFI”) providing authorization that will require Customer’s RDFI to honor all Draw Down Wire, ACH, and PADs received from UKG; (b) promptly notify UKG of any discrepancies between transaction amounts and the amounts expected by Customer; and (c) notify UKG immediately if any circumstances arise that could impact the collection of sufficient funds from Customer’s account.
6.6 Transaction Reversal.
Customer may submit a request to cancel a previously submitted transaction. The reversal request is utilized primarily to reverse direct deposits made to employee accounts in error. UKG and/or the applicable financial institution’s then- standard fees for reversals will apply. Customer may initiate a reversal request by submitting a voiding transaction in the UKG Ready Payroll Services. Once the reversal request is submitted to the financial institution, a credit is generated to the Customer Account and a request to debit the funds from the employee’s bank account is initiated. If the reversal request to the employee’s account is denied (for example, due to NSF), UKG will debit the total amount of the NSF and any banking fees/charges associated with the denial from Covered Entity’s designated bank account(s). UKG will not reattempt collection of any NSFs from employee accounts. Customer is solely responsible for obtaining reimbursement from employees for the NSF amounts and any related fees/charges, whether the employees are active or terminated.
7. Document Execution and Adjustments
Customer agrees that it will promptly respond to any and all reasonable requests, including without limitation execution of required documents, made by UKG for the purpose of UKG’s performance of UKG Ready Payroll Services.
UKG may amend or update the terms of this Services Description only as reasonably determined by UKG or as mandated by any governmental agency, taxing authority, banking partners or an authority overseeing banking or remittance transactions, provided such amendment or update does not adversely impact Customer’s normal business operations. In such an event, Customer shall have the option to reject such amendment or update, in good faith, within thirty (30) days of receipt of notice of such amendment or update by providing written notice to UKG. In the event Customer rejects an amendment or update to the terms of this Services Description and such rejection materially inhibits or prohibits UKG’s ability to perform any portion of the UKG Ready Payroll Services, UKG shall have the option to terminate the UKG Ready Payroll Services (or any portion thereof) upon written notice to Customer.
Failure of Customer to promptly and accurately perform its obligations hereunder may result in additional fees or costs to Customer as outlined in the Pricing Exhibit.
In the event of termination, Customer is fully liable for actions taken by UKG resulting from Customer’s failure to provide UKG a timely UKG Ready Payroll Services termination form, including resolving duplicate filing issues with applicable agencies.
8. Data Retention
UKG is not responsible for storing copies of Customer Data when UKG no longer requires such information to provide UKG Ready Payroll Services to Customer, and Customer shall be responsible for retaining its own tax and payroll records according to the schedules established by governmental authorities for Customer. Unless otherwise required by Applicable Law, upon termination of this Agreement, UKG may dispose of Customer Data in accordance with UKG’s data retention policy in effect from time to time. In the case of termination of one but not all UKG Ready Payroll Services, UKG may dispose of Customer Data not related to the remaining UKG Ready Payroll Services, unless otherwise required by Applicable Law, in accordance with UKG’s data retention policy in effect from time to time.
Notwithstanding anything to the contrary in this Agreement, each party’s use and disclosure of tax return information pursuant to or in connection with this Agreement shall be conducted in compliance with and subject to the limitations of Section 7216 of the Internal Revenue Code of 1986, as amended.
9. Additional Terms
9.1 General Terms
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UKG services listed below are available to Customer in addition to tax filing services as part of the UKG Ready Payroll Services. Additional services may be made available and subject to the Pricing Exhibit. UKG is not responsible for any preexisting errors or similar matters arising prior to commencement of UKG Ready Payroll Services or for any errors that may occur in the event the Customer fails to: (i) provide UKG with all necessary, complete, and accurate information; or (ii) fund the relevant amount of Payroll Liabilities for any payroll check date.
In addition to, and without limiting UKG’s other rights hereunder, in the event that Customer fails to materially comply with its obligations under this Services Description, UKG may terminate any portion of the UKG Ready Payroll Services upon written notice to Customer.
9.2 Tax Information Acknowledgment:
As required by the Internal Revenue Service in the United Stated, specific information must be disclosed by the employer to taxpayers that utilize a third party to perform tax filing services on its behalf.
Customer acknowledges that it is responsible for the timely filing of employment tax returns and the timely payment of employment taxes for its Customer Payees, even if Customer has authorized UKG to file the returns and make the payments on its behalf. Customer is solely responsible for any penalties and interest assessed by federal, state and local jurisdictions, except to the extent that UKG’s negligence results in the assessment and provided that: (i) Customer gives timely notice to UKG, but not later than ten (10) calendar days from the day the Customer received the notice from the tax authority; and (ii) Customer mitigates its damages including timely appeals or assigning appeal rights to UKG.
The Internal Revenue Service recommends enrollment in the EFTPS to monitor your account and ensure that timely tax payments are being made. Enrollment in the EFTPS may be done online at www.eftps.gov, or call (800) 555-4477 for an enrollment form. State tax authorities generally offer similar means to verify tax payments. Contact the appropriate state offices directly for details.
9.3 Credentials
Customer understands and acknowledges that the implementation and ongoing provision of UKG Ready Payroll Services are conditioned upon Customer and each Covered Entity passing (and continuing to pass) a credentialing process that UKG may deem necessary in connection with the provision of UKG Ready Payroll Services. UKG shall have the right to: (i) refuse to provide the UKG Ready Payroll Services for Customer with respect to any Covered Entity that does not pass UKG’s initial credentialing process; (ii) terminate UKG Ready Payroll Services for any Covered Entity that does not continue to pass UKG’s ongoing credentialing process; and (iii) terminate the UKG Ready Payroll Services, and the Agreement, if Customer does not continue to pass UKG’s ongoing credentialing process. Customer is solely responsible for complying with all applicable laws, including, without limitation, ensuring the Covered Entities and payees of Customer on whose behalf UKG is causing the delivery of payments are not sanctioned parties under the regulations promulgated by the Office of Foreign Assets Control (OFAC) or sanctions legislation enacted by Canada. Customer shall also be responsible for: (i) performing, and ensuring passage of, “know your customer” due diligence on all Covered Entities prior to requesting UKG to provide any UKG Ready Payroll Services to such Covered Entities and (ii) providing UKG with the information as may be reasonably requested by UKG, for each CoveredEntity priorto UKG providingUKG Ready Payroll Services to such Covered Entity. Customer agrees to provide UKGwith an accurate and complete listingof CoveredEntities receiving any UKG Ready Payroll Services and to inform UKG promptly of any changes in any Covered Entity information previously provided to UKG.
10. Additional Services
10.1 ACH Child Support & Third Party Vendor Processing (U.S. Only) - UKG will provide ACH Child Support & Third Party Vendor Processing which means the impoundment and remittance of funds for third party payments, such as child support, via ACH to the applicable state child support agencies or other applicable payees. UKG is not responsible for providing additional administrative services, including, but not limited to, agency research and account reconciliation. Customer is solely responsible for the setup of the vendor and garnishment information in the UKG Ready Software in accordance with the UKG Ready Documentation and UKG is not responsible for same. UKG is not responsible for any errors that result from Customer’s failure to comply with this paragraph.
10.2 Direct Deposit Services (U.S. Only) – means providing on behalf of Customer electronic money movement and related banking services via UKG’s ACH credit facilities at one or more financial institutions in support of the direct deposit of funds into Customer’s employee and third-party vendor accounts.
10.3 UKG SmartCheck (U.S. Only) - means the issuing of employee payroll checks from Payroll Services Accounts. This service is only available if UKG Ready Payroll Services with UKG SmartCheck appears on Customer’s Order Form. If Customer uses Payroll Services Accounts for distribution of funds via check, any stale dated checks will be voided and the funds returned to the Customer. The Customer is responsible for complying with all applicable unclaimed property reporting requirements. Customers electing this service must ensure that checks are not distributed to employees for payment prior to the Check Date. All checks issued on a Payroll Services Account must be printed by UKG for distribution.
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10.4 Check Printing and Fulfillment Services.
U.S.: means the printing of employee payroll checks, direct deposit advices and third party checks drawn on Customer’s bank account, to distribute same to locations/destinations via FedEx or UPS either Next Day Air or Ground, all as directed by Customer. For delivery purposes, Customer shall obtain and provide either a FedEx or UPS account number for use by UKG for shipping of documents and/or checks. Unless Customer has purchased UKG SmartCheck, employee payroll checks will be drawn on the Customer’s bank.
Canada: means the printing of employee payroll cheques, cheques drawn on a Customer’s bank account, to distribute same to locations/destinations via FedEx or UPS either Next Day Air or Ground, all as directed by Customer. For delivery purposes, Customer shall obtain and provide either a FedEx or UPS account number for use by UKG for shipping of documents and/or cheques. Payroll cheques will be drawn on the Customer’s bank.
10.5 Year End Tax Forms and other filings. UKG will proceed with electronic filing tax form as detailed below, subject to the Pricing Exhibit:
U.S.:
Filing W2 - the electronic filing of employee W2 forms with all applicable federal and state tax jurisdictions. Specific timelines are established for Customer to promptly complete its year-end requirements in order for UKG to fulfill its obligations in a timely manner. This service includes filing of employee W2 information with the Social Security Administration, as well as all 50 state and local tax agencies, excluding Puerto Rico, U.S. Virgin Islands, Guam and Marianna. 1099 Filing - the electronic filing of contractor forms with the IRS only. Specific timelines are established for Customer to complete its year-end requirements in order for UKG to timely fulfill its obligations.
New Hire Reporting – the electronic filing of new hire reports based on applicable state reporting requirements. Customer will be required to register for multiple state reporting if required to file in more than one state and to maintain the registration as may be required. UKG will only report new hires to states that will accept electronic filing.
Canada:
Customer is responsible for the following year-end filings:
• Upload XML Files (T4’s, RL1’s) to CRA and Quebec (if applicable) from UKG Ready Payroll Services • File Provincial Annual Returns
• File Statement of Wages for Worker’s Compensation (if applicable) • Customer required to prepare and file form T4A and RL1 Summary
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Pricing Exhibit
These items are charged in addition to the standard monthly per employee per month fee (“PEPM”) as they are incurred for UKG Ready Payroll Services. For each miscellaneous item listed below, there is a brief description of how/when that charge could be incurred. Some services may not be available in Canada. For details on service availability in Canada, please contact us.
1. W-2/1099 Printing/ T4/ RL1 US $2.95 per form
CA $2.95 per Canadian form
Customers may elect to have UKG print W2 forms for employees who have not elected to receive an electronic copy. Forms will be printed on pressure seal forms and bulk shipped to the Customer for distribution or mailed directly to employees (see #9 below). Customer may print W2 forms directly from the UKG system for no additional fee.
2. Non-Sufficient Funds (“NFS”) Fee US $200.00 per transaction If the ACH or PAD Funding Method is initiated for a transaction and the transaction fails because the Customer does not have the required funds in their designated account, has not set-up the proper authorization with their bank as required by and provided in the Services Description or any other reason, causing UKG to be issued a notice of NSF or similar notification that the transaction could not be processed, UKG in addition to all its rights under the Services Description, will also charge Customer an NSF Fee for each applicable transaction.
3. “Applied For” Status of Tax Jurisdictions (U.S. Only) US $38.50/month per account When a company begins to withhold taxes for their employees in a new jurisdiction the company must apply to that jurisdiction for a tax filing ID number. A tax code is in an “Applied for” Status if the “Applied for” box on the tax code is checked within the platform or if the tax code ID number is left blank. Where accepted by the applicable jurisdiction, UKG will remit taxes and file returns but will charge a fee of US $38.50/month for each active tax code until a tax ID number is obtained due to the manual work associated with filing for Applied For accounts.
4. Stop Payment Fee (U.S. Only) US $20.00 per check
For customers who have purchased UKG Ready Payroll Services with UKG Smart Check, if a check issued on a Payroll Services Account, must have a stop payment placed on it with the bank, this fee will apply.
5. ACH Returns / Notice of Changes (U.S. Only)
Second notice if on same receiving bank account US $55.00 Additional notice if on same receiving bank account US $82.50 per occurrence This fee is charged when either an ACH transaction is rejected by the bank (ACH Return), or when there has been a change to an employee’s direct deposit routing number or account number that was not updated in the system and the bank must manually change the information to process the transaction (Notice of Change – “NOC”). In either case, UKG will notify the Customer of the return / notice received. If the information is corrected the fees above will not apply. If the Customer does not fix the account before the next payrolll, and an additional notice from the bank is received (the “second notice”), UKG will charge a fee of US $55.00. Thereafter UKG will charge an additional US $82.50 for each notice received on the same account (an “additional notice”). These fees apply to all transactions processed with the bank regardless of whether any funds are returned.
6. OffCycle Payrolls (U.S. Only) US $55.00 per payroll
Every scheduled payroll is included in the PEPM fee. This includes the regular payrolls (bi-weekly, weekly, monthly, semimonthly) and could also include a regularly scheduled bonus payroll (performed each quarter, etc.), if it is included in the payroll schedule within the platform. Off-cycle payrolls occur outside this process. These are usually performed to fix errors in the