Terms of Service Platinum

Terms of Service Platinum

These Delaget Books Terms of Service (“Terms”), together with any applicable Order Form terms (collectively, the “Agreement”) constitute a binding agreement between Delaget and Client under which Delaget provides Client Delaget’s Services, including Delaget Professional and Administrative Services. The Client is the legal entity that executes or otherwise accepts an Order Form, or uses the Services, and thereby accepts these Terms. Client accepts and agrees to be bound by these Terms by executing an Order Form that references these Terms or by using Delaget’s Services.

1. Services.

a) Delaget agrees to provide its services (the “Services”) which include, but are not limited to, the Accounting Services as specified in the applicable order document (“Order  Form”).

b) Client acknowledges and agrees that the Services do not include any technical services or support associated with Client’s computer networks or systems. Certain Professional and Administrative Services, including but not limited to non-standard additional interfaces, custom reports/support, and system modifications may be available upon Client’s request. Professional and Administrative Services shall be billed at Delaget’s standard hourly rates. All such Professional and Administrative Services shall be approved in advance by Client as additional charges to be agreed upon by the parties.

c) Client acknowledges and agrees that Delaget will not be deemed to be providing legal, financial, benefits, or tax advice to Client as a result of the Services provided herein.

d) Delaget may engage the services of subcontractors to assist Delaget in the performance of its duties and obligations hereunder; however, Delaget will remain responsible  for the performance of any Services by its subcontractors.

2. Duties of Client.

a) Cooperate with Delaget at its own expense to facilitate the efficient performance of the Services.

b) Provide timely up-to-date restaurant information in an agreed-upon format.

c) Provide and support end-user access to the Services, including provision of hardware, software, connectivity and third party software to do so.

d) Comply with Delaget current rules for use of the Services.

3. Compensation.

a) During the Term of this Agreement (as set forth below), Client will pay to Delaget the fees specified in the Order Form. Client shall also pay reasonable travel-related out-  of-pocket expenses in addition to the fees in the Order Form. All such billable travel expenses shall be approved in advance by Client. All fees are shown in U.S. Dollars and all payments will be made in U.S. Dollars.

b) Fees are due in advance by the final business day of the period preceding the period that Services are provided. All amounts not paid when due are subject to a late payment charge of 1½% per period (not to exceed the maximum allowed by law) of the past due amount from the due date until the date paid. Client will reimburse Delaget for all expenses Delaget may incur, including reasonable attorney fees, in collecting any amounts past due under this Agreement.

c) Client shall be responsible for all source document storage, shredding, and postage/shipping costs directly related to Client payroll, financial processing, or return of original documents billed by Delaget without markup to Client.

d) Except as otherwise provided in this Agreement, Delaget shall be responsible for all expenses incurred by Delaget in connection with providing the Services unless approved, in advance, in writing, by a representative of Client.

e) Client will pay any applicable sales, use or other similar taxes for the Services provided by Delaget pursuant to this Agreement, exclusive of taxes based on Delaget’s net income.

4. Payment.

a) All fees set forth in the Order Form shall be paid by Client to Delaget pursuant to automated clearing house (ACH) transfer initiated by Delaget from Client’s account(s) and invoiced accordingly.

5. Ownership; License.

a) The Services including, without limitation, the Delaget software, any third party software incorporated into the Delaget software, the reports, report formats, images and the “Delaget” name and logo (collectively, the “Delaget Intellectual Property”) will at all times remain the exclusive, sole and absolute property of Delaget or the third parties from whom Delaget has obtained the right to use the Delaget Intellectual Property. Except for the license granted to Client in this Agreement, Client will have no interest in the Delaget Intellectual Property. All rights, title and interest in or to any copyright, trademark, service mark, trade secret, patent, and any other proprietary right relating to the Delaget Intellectual Property and the related logos, product and service names, etc. are reserved and all rights not expressly granted are reserved by Delaget and such third parties. Client may not obscure, alter or remove any copyright, trademark, service mark or proprietary rights notices on or in any of Delaget’s products or services.

b) During the term of this Agreement, Delaget hereby grants Client a nonexclusive license to use the Delaget software utilized in connection with the Services including, without limitation, the reports for all restaurant locations of Client for which Services are provided pursuant to this Agreement. Client will not reproduce, copy or make any unauthorized use of the Delaget software, the Services, reports or any other product or service of Delaget, except that Client shall be able to copy and share such reports as necessary for its business operations.

6. Indemnification; Limitation of Liability; Disclaimer of Warranties.

a) Delaget agrees to indemnify and defend Client and its officers, directors, employees, agents, affiliates, successors and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, costs, or expenses, including reasonable attorneys’ fees (collectively, “Losses”) that are incurred by Client, resulting from any third-party claim to the extent arising out of Delaget’s material breach of this Agreement or Delaget’s gross negligence or intentional misconduct, provided, however, that Delaget shall not be required to indemnify or defend Client to the extent such Losses result from or arise out of the negligence or intentional misconduct of Client.

b) Client agrees to indemnify and defend Delaget and its officers, directors, employees, agents, affiliates, successors and permitted assigns against any and all Losses that are incurred by Delaget, resulting from any third-party claim to the extent arising out of Client’s material breach of this Agreement or Client’s gross negligence or intentional misconduct and/or any claims by any taxing authority or other entity arising out of or relating to the provision of Services by Delaget to Client pursuant to the terms of this Agreement. Notwithstanding the foregoing, Client shall not be required to indemnify or defend Delaget to the extent such Losses result from or arise out of the negligence or intentional misconduct of Delaget.

c) If a third party notifies any indemnified party with respect to any Losses which may give rise to a claim for indemnification against the other party under this Section 6 (a “Claim”), the indemnified party will promptly give written notice of such Claim to the indemnifying party, describing such Claim with reasonable specificity; provided, however, that the failure to give such notice promptly will not affect the right of the indemnified party to indemnification, except to the extent the indemnifying party is actually prejudiced. The indemnifying party will be entitled to assume the defense of such Claim with legal counsel of its choice reasonably satisfactory to the indemnified party so long as (i) the indemnifying party notifies the indemnified party in writing within 30 calendar days after the indemnified party has given written notice of the Claim that the indemnifying party will indemnify the indemnified party from and against any Losses the indemnified party may suffer resulting from or arising out of the Claim, and (ii) the indemnifying party conducts the defense of the Claim actively and diligently.

d) In the event that such indemnifying party, within 30 days after written notice of any such Claim, fails to defend any indemnified party, such indemnified party will (upon further written notice to such indemnifying party) have the right to undertake its defense of such Claim for the account of such indemnifying party and to have its reasonable expenses reimbursed promptly and periodically with respect to the defense of such Claim. The indemnifying party will remain responsible for any Losses the indemnified party may suffer resulting from or arising out the Claim.

e) Regardless of which party is controlling the defense of any Claim (i) both the indemnifying party and the indemnified party will act in good faith and fully cooperate in the defense, and (ii) the indemnifying party shall have the right to settle any Claim; provided, however, that to the extent that such settlement requires the indemnified party to take or refrain from taking any action or purports to obligate the indemnified party, then the indemnifying party shall not settle such Claim without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed.

f) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND LOSS OF GOODWILL, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES (OR ANY DUTY OF COMMON LAW, AND WHETHER OR NOT OCCASIONED BY THE NEGLIGENCE OF A PARTY OR ITS AFFILIATES), HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY AND REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES; THIS SECTION IS INTENDED TO, AND DOES, LIMIT THE INDEMNIFICATION RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT.

g) Notwithstanding anything to the contrary in this Agreement, the aggregate liability of each of Delaget and Client under this Agreement for damages (monetary or otherwise) under any circumstances for claims of any type or character arising from or related to the Services will be limited in each instance to the amount of actual direct damages incurred by Delaget or Client; provided, however, in all events, Delaget’s and Client’s aggregate liability hereunder will not exceed an amount equal to the aggregate amount of the fees paid by Client to Delaget during the one hundred-eighty (180) day period immediately preceding the claim for damages in question.

h) Client acknowledges and agrees that the Services are not designed and cannot be relied upon to disclose fraudulent financial reporting, misappropriation of assets or illegal acts by Client, its employees, its affiliates, or its franchisees, should any exist. Client has the responsibility for the safeguarding of its assets and for ensuring compliance with the laws and regulations applicable to its activities.

i) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND DELAGET EXPRESSLY DISCLAIMS ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERRUPTION OF USE, FREEDOM FROM PROGRAM ERRORS, VIRUSES OR ANY OTHER MALICIOUS CODE WITH RESPECT TO THE SERVICES. DELAGET FURTHER DISCLAIMS ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

7. Term and Termination of Agreement.

a) The initial term of this Agreement (“Initial Term”) shall be as set forth in the Order Form, unless sooner terminated under the provisions of subsection (b) below. Upon expiration of the Initial Term, this Agreement will automatically renew as set forth on the Order Form (each a “Renewal Term”), unless sooner terminated in accordance with subsection (b) below. Collectively, the Initial Term and the Renewal Terms constitute the “Term.” Delaget shall have the right to adjust pricing annually for Services provided in any Initial or Renewal Term by up to 4% per year. If Delaget requires a higher increase in any year, it will provide the proposal no less than ninety (90) days prior to commencement of the Renewal Term, at which time Client will have the option to decline the proposal within thirty (30) days and terminate the Agreement effective upon expiration of the then-current Term.

b) This Agreement may be terminated prior to the expiration of its Term pursuant to any of the following provisions:

i. Either party may terminate this Agreement effective upon expiration of the then-current Term by providing the other party prior written notice of termination of at least ninety (90) days.

ii. Either party may terminate this Agreement at any time by delivery of written notice to the other party if the other party breaches any of the terms and conditions of this Agreement; provided, however, if the breach is curable, such termination shall not be effective unless and until such breach remains uncured for a period of thirty (30) days (ten (10) days in the case of non-payment) after delivery of such written notice.

iii. Either party may terminate this Agreement effective immediately upon delivery of written notice to the other party, if the other party (A) ceases to actively conduct its business, (B) files a voluntary petition for bankruptcy or has filed against it an involuntary petition for bankruptcy, (C) makes a general assignment for the benefit of its creditors or (D) applies for the appointment of a receiver or trustee for substantially all of its property or assets or permits the appointment of any such receiver or trustee who is not discharged within thirty (30) days of such appointment.

iv. By the mutual written agreement of the parties. If Client initiates early termination, Client will pay to Delaget early termination fees equal to two times (2X) the recurring period fees if the termination occurs within the first year, otherwise one times (1X) the recurring period fees if the Client exercises early termination in any subsequent Term.

c) Upon the expiration or termination of this Agreement, or any Service for any reason,

i. all licenses and rights granted to Client under the terms of this Agreement or in connection with any terminated Services, will become null and void;

ii. upon request, all materials provided by either party to the other under the respective Order Form or in connection with the terminated Services, will be returned within thirty (30) days after the effective date of termination;

iii. all earned and unpaid fees and expenses will become immediately due and payable;

iv. upon request, Delaget will provide to Client one set of customary EXIT files in Delaget’s standard format. Data will include all current year payroll and accounting history, vendor details, invoice images, etc. (complete listing available upon request). This service will be billed at the then-current Administrative Service hourly rate, with a minimum charge of $1,500.00. Additional years of historical data are available at the then-current Administrative Service rate.

8. Confidentiality.

a) “Confidential Information” means all information that is confidential or proprietary provided by the disclosing party to the receiving party for use in connection with the Services, including all trade secrets, processes, proprietary data, information or documentation or any pricing, product, or service information the disclosing party provides to the receiving party. However, Confidential Information does not include:

i. information the receiving party already knows,

ii. information that becomes generally available to the public except as a result of disclosure by the receiving party in violation of this Agreement,

iii. information that becomes known to the receiving party from a source other than the disclosing party on a non-confidential basis, and

iv. information that has been independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

b) All Confidential Information disclosed under this Agreement will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care, discretion, and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own Confidential Information. The receiving party will limit access to Confidential Information to its employees with a need to know the Confidential Information and will instruct those employees to keep the information confidential. It is understood, however, that Delaget may disclose the Client’s Confidential Information on a need to know basis to its subcontractors who are performing Services for Client (provided such subcontractors agree to hold such information confidential to at least the same degree as set forth herein). Notwithstanding the foregoing, the receiving party may disclose Confidential Information:

i. to the extent such disclosure is necessary to such party’s performance under this Agreement,

ii. to the extent necessary to comply with any law, rule, regulation or ruling applicable to it,

iii. as appropriate to respond to any summons or subpoena or in connection with any litigation, and

iv. to the extent necessary to enforce its rights under this Agreement.

c) Upon the request of the disclosing party, the receiving party will return or destroy all Confidential Information of the disclosing party that is in its possession, with the exception of electronic copies retained as part of ordinary course computer system back-up processes.

9. Relationship of the Parties.

a) The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of this Agreement, and is solely responsible for all of its employees, agents, subcontractors, labor costs, and expenses arising in connection therewith.

10. Governing Law; Venue.

a) This Agreement shall be governed by the laws of the State of Minnesota without giving effect to any choice of law principles which might provide for application of a different jurisdiction’s law. Any claim or action brought by one of the parties hereto in connection with this Agreement shall be brought in the appropriate Federal or State court located in Hennepin County, Minnesota.

11. Notices.

a) Any notice required or permitted under the terms of this Agreement or required by law shall be in writing and shall be delivered in person, or sent by certified mail properly posted and fully prepaid in an envelope properly addressed or by recognized overnight courier to the respective parties as follows:

b) To Client: at the address set forth in the Order Form

c) To Delaget:
Delaget, LLC
5320 West 23rd Street, Suite 140
St Louis Park, MN 55416
Attn: Jason Tober, CEO
or such other address as either party may be notified of by the other party. Any such notice shall be considered to have been given at the time of actual delivery or upon being marked rejected or undeliverable if properly addressed.

12. Entire Agreement.

a) This Agreement constitutes the entire agreement between the parties. No prior agreements or understanding pertaining to the same shall be valid or of any force or effect, and the terms of this Agreement shall not be altered or modified except in writing signed by both parties. There shall be no force or effect given to any Client standard terms of purchase (including purchase order terms).

13. Assignment.

a)This Agreement is not assignable or transferable by a party except with the other party’s prior written consent; provided that, a party may transfer and assign its rights and obligations under this Agreement without consent to a successor to all or substantially all of its assets or business to which this Agreement relates.

14. Severability.

a) Each covenant of this Agreement shall be deemed and shall be construed as a separate and independent covenant, and should any court of competent jurisdiction declare any part or provision of any such covenant invalid, such invalidity shall in no way render invalid or unenforceable any other part or provision thereof.

15. Headings.

a) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

16. Force Majeure.

a) Neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure in performance of any part of this Agreement is caused by fire, lightning, flood, explosion, common carrier interruptions (including telephone and Internet services), war, labor disputes including strikes, slowdowns, picketing or boycotts, embargo, government requirements, civil or military authority, act of God, act or omission of transportation companies or other causes (whether similar or dissimilar to those enumerated above) beyond its reasonable control (“force majeure conditions”); however, any party so excused from performance shall use all commercially reasonable efforts to remove the cause of any such force majeure condition(s) to the extent it is able to do so.

17. No Third Party Beneficiaries.

a)Nothing in this Agreement creates, or will be deemed to create, third party beneficiaries of or under this Agreement. Client agrees that other than Delaget’s obligation to Client in this Agreement, Delaget has no obligation to any third party (including, without limitation, Client’s employees and/or taxing authorities) by virtue of this Agreement.

18. Survival.

a) All provisions of this Agreement that by their terms or by logical application appear to have an effect or an intended effect beyond the termination of this Agreement shall survive such termination.

19. Counterparts.

a) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

20. Waiver.

a) The failure of either party at any time to enforce any right or remedy available to it under this Agreement with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party.

21. Order of Precedence.

a) In the event of any conflict or inconsistency between the Terms and the Order Form, the order of precedence shall be: (1) the Order Form; and (2) the Terms.

22. Service Assumptions and Standard Practices.

a) General

i. Single point of contact within Client organization for all training and administration.

ii. Access to poll directly from the POS/BOH in each restaurant all the data necessary to support the Services being utilized.

iii. Non-standard/special requests will be billed on a time-and-materials basis.

iv. 20 hours annually of ‘outside audit support’ are provided in the base pricing. Additional hours required will be billed at then-current hourly Administrative Service rates. ‘Outside audit support’ includes, but is not limited to: third party financial audits, sales tax audits, 401k audits, OSHA, EEOC, etc.

v. One Operating disbursement account per FEIN (may also be combined with the Payroll account).

vi. One Payroll disbursement account per FEIN (may also be combined with the Operating account).

vii. All disbursements settle on Client-owned and managed bank accounts. If ACH/EFT or Positive Pay services are to be used, Client is responsible for establishing those services on their account.

viii. Changes to the POS interface once integration is established will incur additional fees at then-currently hourly Professional Service rates.

b) Onboarding

i. A minimum of 45 days after Order Form signing is required in order to ensure a successful transition.

ii. Delaget will provide an Onboarding Coordinator to oversee the process. Weekly meetings will be held between the Client and Delaget team to ensure a successful transition. Missing deadlines for providing required items may result in a delay in the start of Services. A complete timeline of requirements will be provided at the first onboarding meeting.

iii. All data will be provided in Delaget’s standard formats. (Source data samples must be provided in advance and again at finality.)

iv. FS: Client to provide an opening income statement and balance sheet that tie to each other and the bank reconciliation. If historical data is provided, each period must tie accordingly. Out of balance amounts on these items will be coded to Misc Income or Expense accordingly.

v. AP: Client to provide a list of aged payables at time of transition. If that can’t be provided, then any amount sitting in aged payables will be written off.
vi. AP: Client must provide opening balances for each vendor.

vii. AP: Client must provide a current W9 for all 1099 vendors prior to vendor setup in Delaget’s systems.

viii. CV: Client to provide a list of outstanding checks, deposits and ACH transactions for all accounts at time of transition.

ix. PR: YTD employee numbers must tie to YTD tax filings. If not, Client to have corrected prior to Delaget’s import and go-live.

x. PR: If ACA Management services are to be supported, then Client must provide check-level historical details for import. Date range to be determined by current ACA requirements.

c) Financial Services

i. Client account will be assigned a Controller and supporting financial staff members. The Controller will be Client’s primary point of contact for financial services and general account management issues.

ii. Delaget’s internal Tax Department will pay and file all required Sales & Use tax, both state and local.

iii. Delaget will calculate and pay Royalties and Advertising for Client’s franchisor and/or landlords.

iv. Delaget does not provide Tax Accountant advice and does not prepare annual corporate tax returns.

v. Delaget uses Generally Accepted Accounting Principles (GAAP).

vi. Adoption of the Delaget brand-standard GL structure and Account Coding is required.

vii. Delaget’s standard financial statement reporting package consists of the following which will be sent via email at each period-end:

a. Income Statement

b. Transaction Level GL Detail

c. Statement of Cash Flow

d. Balance Sheet (One Balance Sheet per FEIN)

viii. Income statements will be presented at store-level, with roll-ups available as needed for Client’s business structure (by area, district, region, entity, corp, etc.).

ix. Preliminary financial statement reporting will occur each period within ten business days after Delaget receives all required information from Client.

x. One preliminary set of statements and one final.

xi. All inventory & inventory transfers between locations will be entered into the POS for import into Delaget systems.

xii. Pricing allows for one budget to be entered annually. Changes will incur additional costs.

d) Banking/Deposit Verification

i. Deposit verifications to be completed and reported to Client daily.

ii. Delaget will provide a cash book each week.

iii. Client will receive standard reports of cash over/short and missing or delayed deposits.

iv. Client is responsible to follow up with restaurants on unsettled deposits.

v. Client is responsible for handling credit card chargebacks.

vi. Requires on-line/electronic access to all banks and credit card clearing houses (e.g., Bank of America Merchant Services).

vii. Deposits must register the location # for both cash and credit cards.

viii. All credit card transactions must process through the POS.

ix. Additional third party credit card processors between Client and clearing house may result in additional Service fees and possible integration fees.

x. Client to enter cash and credit card deposits (by credit card type) into the POS daily.

xi. One/consistent bank login ID for all locations is required.

xii. Pricing assumes no more than one depository account per location and one operating and/or payroll account per FEIN.

xiii. Delaget will perform Positive Pay management, checking the banks daily and providing approval or denial of any exceptions.

e) Accounts Payable

i. Client will be assigned an Accounts Payable Processor who will be Client’s primary contact for issues regarding invoices, payments, etc.

ii. Includes view-only access to Delaget’s imaging software (DocLink) where invoices can be searched and viewed.

iii. All invoices will be reviewed and noted for Use Tax liability as required by each state.

iv. Delaget will prepare and file required 1099’s & 1096’s. (See pricing sheet for per-item charges.)

v. Delaget requires invoices (versus statements) for all payment handling.

vi. Delaget requires a current W9 on file to pay all vendors.

vii. Delaget will upload all ACH and Positive Pay files to Client’s bank as required (for any transactions processed within the Delaget systems).

viii. Invoices are paid according to vendor terms unless stated otherwise.

ix. Utility vendors will all be set up on ACH auto-draft and have their mailing address changed to Delaget’s address.

x. Client to respond to all vendor inquiries.

xi. Expense reports must be submitted in Delaget’s standard format and include a copy of all supporting receipts.

xii. Reimbursement for vendors paid off of personal credit cards must be submitted via expense report process.

xiii. Invoices must be pre-coded and pre-approved for entry and must be provided electronically via fax, email, or import. (Up-charge for Delaget to code.)

xiv. Utilities & other re-occurring vendor invoices will be paid via auto ACH or average pay.

f) Payroll

i. Client will be assigned a Payroll Processor who will be Client’s primary contact for all payroll requests.

ii. Client to store and maintain ‘Employee Master Personnel Files’ as required by law.

iii. Delaget’s internal Tax Department will pay and file all required federal, state and local payroll tax payments.

iv. Delaget will prepare and file required W2’s & W3’s. (See pricing sheet for per-item charges.)

v. Delaget will fully process all garnishments, including completing interrogatories, submitting payments, notifying agencies of terminations, etc. Medical Support notices must be handled by Client, and Client agrees to notify Delaget if insurance coverage is force-placed as part of the child support garnishment.

vi. Delaget will submit new-hire reporting to the states on a bi-weekly basis.

vii. Delaget will upload all ACH and Positive Pay files to Client’s bank as required (for any transactions processed within the Delaget systems).

viii. Pricing dictates direct contact with the Payroll department is limited to District Manager/Area Coach and above. Client should respond to employee questions regarding hours paid, etc. and reach out to the Payroll Department if action is needed.

ix. Standard Reports provided after each regularly-scheduled pay cycle:

a. Payroll Register (details by employee)

b. Payroll Register Summary (by Company and/or Location if desired)

c. Tax Summary

d. Active Employees not Paid (indicates last check date for POS cleanup)

e. Labor Distribution report (by location) available by subscription from the Delaget portal

x. Delaget will provide the documentation to support Client’s annual Workman’s Compensation audit in Delaget’s standard formats.

xi. Delaget will submit Client 401k deferrals and employer contributions to Client’s 401k provider if requested.

xii. Client to prepare and submit annual 401k census as required.

xiii. Delaget does not provide Benefit Administration services, but will deduct all payments for such items from the employee checks (as instructed), track the employer contributions to such items, and track and collect arrears as applicable.

xiv. Client to maintain employee insurance election information and notify insurance provider of new hires, terminations, etc.

xv. Client is responsible for ACA Management and reporting. Delaget will provide its standard ACA data feed to a third party provider of Client’s choice, or Client may choose to use one of Delaget’s preferred providers.

xvi. Use of the POS/BOH as the system-of-record for all employee and payroll information including new hires, job changes, pay rate changes, terminations, tax exemptions changes, address changes, etc.

xvii. All store-level hours must be clocked into the POS/BOH (including vacation, sick, etc.).

xviii. Client review of the payroll file prior to production is only provided during the on-boarding phase.

xix. Bonus handling – Client to perform Bonus calculations and provide final amounts to Delaget. Delaget will calculate and pay any additional overtime due as a result of recalculating the regular rate of pay as required by FLSA.

xx. Paychecks are sent via UPS Next Day Air Saver service to each restaurant based on the employee’s home store.

xxi. W2’s are mailed to the employee’s address of record and available on-line.

xxii. Pay stubs can be sent outbound to employee email addresses, and are also available online via the Employee Self Service module.

xxiii. Direct Deposit advices will not be printed, but will be available via the Employee Self Service module.

xxiv. Client to administrate the Employee Self Service module (employee training and troubleshooting, etc.).