Terms & Conditions

Terms and Conditions for Payroll Services

Client agrees and acknowledges that the obligation of KR Hennessey Ventures, Inc. d/b/a Brabo Payroll (“Brabo Payroll”) to provide the Services (defined in Section 1) to Client is subject to Client complying with the responsibilities set forth in these Terms and Conditions for Payroll Services (“Terms and Conditions”). By accepting the Services, Client hereby automatically agrees to be bound by these Terms and Conditions.

1. Services. Client desires to engage Brabo to provide certain services related to payroll and human resources including but not limited to payroll processing, employee recruitment, employee onboarding, and employee handbooks (collectively, the “Services”). Client understands that third-party companies unaffiliated with Brabo may process payroll and that Brabo is not responsible for any acts or omissions of such third-party companies.

2. Client’s Responsibilities. Client shall provide accurate and up-to-date information to Brabo Payroll, including but not limited to employees’ names, employees’ personal information, Client’s tax identification numbers, payroll amounts for each pay period, payroll deductions and withholdings, and Client’s unemployment rate, in a timely manner in order for Brabo Payroll to perform the Services. Client shall immediately notify Brabo Payroll of any changes in information Client provided to Brabo Payroll or inaccuracies in information received by Brabo Payroll from any source. Client shall immediately notify Brabo Payroll of any new employees or terminated employees. Client shall provide to Brabo Payroll all tax notices received by Client within five (5) days of receipt by Client. In addition to the Services, Brabo Payroll may provide certain insurance benefits to Client and use a separate software for such services. Client understands and acknowledges that notifying Brabo Payroll through the software for insurance benefits or notifying Brabo Payroll’s insurance benefits’ department does not constitute notice to Brabo Payroll of any changes in information and/or updated information related to the Services. By way of example, if Client terminates an employee and notifies Brabo Payroll’s insurance benefits’ department of such termination, it does not constitute notice to Brabo Payroll for purposes of the Services including but not limited to removing such employee from payroll. Client is responsible for ensuring that (i) the appropriate amounts are deducted from each employee’s pay for any employee benefit plans, wage garnishments, taxes, and any other withholdings, (ii) employees are paid the appropriate amounts based on hours worked and employees’ classifications under the Fair Labor Standards Act, and (iii) payments made to employees comply with applicable law including but not limited to wage laws, overtime law, and sick time law. Client is responsible for remitting all employee deductions to third-parties including but not limited to deductions for insurance and retirement. Brabo Payroll has no obligation to notify any insurance carrier of the addition or removal of Client’s employees and Client shall assume sole responsibility for notifying such carriers. Client agrees and acknowledges that Brabo Payroll is not responsible for any inaccuracies or incorrect information in payroll processed by Brabo Payroll regardless of the cause. In the event that any information and/or report provided by Brabo Payroll to Client or available in the Payroll Platform (as defined in Section 3) is inaccurate or incorrect, Client shall notify Brabo Payroll within five (5) days of the date Brabo Payroll provided the information to Client or the information is first available on the Payroll Platform. Client is responsible for obtaining and storing any and all payroll data and/or reports from any service providers that provided payroll services to Client other than Brabo Payroll. Brabo Payroll has no obligation to obtain or store payroll data and/or reports from Client’s other payroll service providers.

3. Software; AI. Client agrees and acknowledges that Brabo Payroll may use a third-party software program to process Client’s payroll and payroll related needs (the “Payroll Platform”). Brabo Payroll may choose in its discretion the Payroll Platform for Client. Client may use the Payroll Platform for Client’s use only and not for any third parties’ use. Client shall be responsible for setting up online access through the Payroll Platform. Client shall review all reports and documents through the Payroll Platform each time a payroll is processed on behalf of Client including but not limited to payroll data, rates of pay, hours worked, accrued and available paid time off, payroll reports, tax returns, insurance deductions, contributions for retirement plans, wage garnishments, and any other deductions. Client further agrees and acknowledges that Brabo Payroll may use artificial intelligence (“AI”) in its business operations including in connection with providing the Services to Client and Client consents to any such use of AI by Brabo Payroll.

4. Communications. Brabo Payroll can rely on any information and/or documents received from any email address associated with Client or that purports to be a valid email address of Client as determined by Brabo Payroll in its sole discretion regardless of whether the email is a valid email from Client. Client hereby accepts communications from Brabo Payroll by SMS and/or electronic mail to any cellular telephone number and email address provided by Client and agrees that any notices given by Brabo Payroll to Client by SMS and/or electronic mail shall be deemed sufficient notice unless prohibited by law.

5. Termination. Client may terminate the Services by providing ninety (90) days prior written notice to Brabo Payroll by first class mail postage prepaid and certified mail return receipt requested to KR Hennessey Ventures, Inc. d/b/a Brabo Payroll, 65 Cordage Park Circle, Suite 120, Plymouth, MA 02360 (the “Termination Notice”). The Termination Notice shall be deemed received by Brabo Payroll three (3) business days after the date that the same is deposited in the United States mail. The Termination Notice shall state the termination date which shall be no earlier than ninety (90) days from the date the Termination Notice is received by Brabo Payroll. In the event that Client terminates the Services, but continues to use the Payroll Platform, Client shall pay Brabo Payroll a termination fee equal to the average monthly fee for Services (as determined by Brabo Payroll in its sole discretion) multiplied by twelve (12) (the “Termination Fee”). If the Client did not use the Services for a full month such that Brabo Payroll cannot determine the average monthly fee for purposes of calculating the Termination Fee, Brabo Payroll may use the monthly fee set forth in its proposal for the Client to calculate the Termination Fee. The Termination Fee shall be due and payable by Client to Brabo Payroll within thirty (30) days of the Termination Notice. Brabo Payroll shall have no obligation to assist Client in the transfer and/or transition from Brabo Payroll to the Payroll Platform unless and until the Termination Fee has been paid in full.

6. Disclaimer. Client agrees that no representation, expressed or implied, and no warranty or guaranty is provided by Brabo Payroll with respect to (i) the Services, (ii) the Payroll Platform, (iii) any documents produced, generated, compiled and/or supplied by Brabo Payroll or available through the Payroll Platform complying with any federal, state, or local laws, ordinances, rules and/or regulations, (iv) action recommended by Brabo Payroll, including but not limited to human resource consulting services, (v) whether any deductions or payments processed by Brabo Payroll and/or through the Payroll Platform comply with applicable law, (vi) the accuracy of any information inputted and/or submitted by Brabo Payroll on behalf of Client to a payroll processing company or retirement plan administrator on behalf of Client, and/or (vii) any other product or service. Brabo Payroll does not endorse or warrant, and is not responsible for, the reliability and/or functioning of the Payroll Platform or any other products and/or services. Brabo Payroll is not responsible for any acts or omissions of the entity that owns the Payroll Platform. Client agrees and acknowledges that Client’s sole recourse for any damages resulting from any defects in the Payroll Platform and/or any acts or omissions of the entity that owns the Payroll Platform is to pursue a cause of action against the entity that owns the Payroll Platform. Brabo is not responsible for the acts or omissions of any third party including any payroll processing company and/or retirement plan administrator and Client agrees that Client’s sole recourse for damages related to any such third party is a claim against the third party and not against Brabo. Notwithstanding anything provided to Client to the contrary, Brabo Payroll does not guaranty that service calls will be returned in a particular amount of time or in any particular order. Client acknowledges and agrees that it is in Brabo Payroll’s sole discretion to determine the priority of service calls. Brabo Payroll shall not be liable to Client for any delays in returning service calls. Brabo Payroll may from time to time recommend third party services and/or products including but not limited to hardware and/or software to Client. Brabo Payroll does not endorse or warrant, and is not responsible for, the reliability and/or functioning of any such products or third-party services including but not limited to the Payroll Platform. Client’s recourse for any defects in the Payroll Platform is a claim against the third-party provider. Client agrees and acknowledges that Brabo Payroll does not provide tax or legal advice of any kind and does not make any guarantees that any particular action, information, or documents provided by Brabo Payroll complies with any federal, state or local laws, ordinances, rules or regulations. To the extent that Client purchases an employee handbook, any other employee policies or procedures, or any health and welfare benefit plan documents from Brabo Payroll, Client understands that Client is responsible for having it reviewed by legal counsel to ensure compliance with applicable law.

7. Limitation of Liability. In no event shall Brabo Payroll be liable for any special, incidental, indirect, or consequential damages related to the Services, the Payroll Platform, and/or any other products or services. To the maximum extent permitted by law, Client agrees to limit the liability of Brabo Payroll and its officers, owners, agents, employees, successors and assigns to the sum of fees actually received by Brabo Payroll from Client for the Services over the most recent ninety (90) day period that Brabo Payroll received a fee from Client for the Services. This limitation will apply regardless of the cause of action or legal theory pled or asserted. In the event that Client experiences any defects with the Payroll Platform or any other products or services, Brabo Payroll and any of its officers, directors, owners, employees, agents, successors, and/or assigns shall not be responsible or liable for any lost data or any other loss or damage caused by Client’s reliance on or use of any Payroll Platform and/or other product whether based in contract, tort, strict liability, or otherwise and regardless of the legal or equitable theory pled, including without limitation any damages that result from any mistake, omission, virus, delay, or interruption in operation or service or any failure of performance. Client’s recourse for any defects in the Payroll Platform is a claim against the third-party provider.

8. Indemnification. Client agrees to indemnify and hold harmless Brabo Payroll and its officers, directors, owners, employees, and/or agents from and against any claims, actions or demands including damages, awards, and reasonable legal fees and costs arising from (i) any act or omission of Client, (ii) any act or omission of any third-party including any payroll processing company and/or administrator of a retirement plan, and (iii) the Services, in each case even if caused in whole or part by the negligence of Brabo Payroll or its owners, directors, officers, employees, or agents.

9. Delays. Brabo Payroll shall not be liable for delays resulting directly or indirectly from or contributed to by any circumstances beyond its control, including without limitation, acts or omissions of Client including but not limited to Client’s failure to make payments when due or to otherwise perform its obligations as determined by Brabo Payroll in its sole discretion, the failure of any Payroll Platform, labor strikes, fires, floods, strikes, acts of terrorism, adverse weather conditions, or acts of God, changes in governmental regulations, acts of governmental agencies or their employees, delays in shipment of equipment, catastrophes, emergencies, wars, lack of availability of supplies or materials, labor shortages, illness, pandemics , casualties, additional work or changes requested by Client, and all similar occurrences beyond the control of Brabo Payroll or its agents, employees, or suppliers. Client may not cancel the Services or withhold payment for fees due to Brabo Payroll as a result of any delays contemplated by this Section 9.

10. Miscellaneous. Interest shall accrue on any balance more than thirty (30) days past due at the rate of 1½% per month; provided, that Client shall in no event be required to pay interest in excess of the maximum amounts permitted under applicable law. If Brabo Payroll receives interest in excess of such permissible amounts, such excess shall be applied to principal and not interest. In the event that Brabo Payroll is required to engage the services of legal counsel to enforce its rights against Client, regardless of whether such action results in litigation, Brabo Payroll shall be entitled to collect and recover reasonable attorneys’ fees and costs from Client, which in the event of litigation shall include fees and costs incurred both at trial and on appeal. No portion of these Terms and Conditions shall be construed against any drafting party. Client agree that these Terms and Conditions shall be construed and enforced in accordance with Massachusetts law without regard to the law of conflicts thereof. In any litigation connected with these Terms and Conditions and/or the relationship between Brabo Payroll and Client, Client irrevocably consents to and confers exclusive jurisdiction on the courts of the Commonwealth of Massachusetts and on the United States District Court for the District of Massachusetts, and hereby expressly waives any objections to venue in any such courts. There are no verbal understandings changing or modifying any of the terms in these Terms and Conditions. These Terms and Conditions supersede all prior negotiations and agreements regarding the Services excluding Brabo Payroll’s fees for providing the Services which shall be determined by Brabo Payroll in its sole discretion and provided to Client in writing. To the extent Brabo Payroll provides insurance benefit services to Client, such services shall be governed by a separate Terms and Conditions applicable to Brabo Payroll’s insurance benefit services. These Terms and Conditions apply to the Services provided by Brabo Payroll to Client at any time. Brabo Payroll makes no representations or warrantees of any kind regarding the Services other than those expressly described in these Terms and Conditions. All of the terms and provisions shall be binding upon and inure to the benefit of and be enforceable by Brabo Payroll’s successors and assigns. All of the parts and provisions set forth herein are severable and separable, and in the event that they, or any one of them, shall be deemed to be void, invalid, or unenforceable by a court of competent jurisdiction, then these Terms and Conditions shall be interpreted as if such void, invalid, or unenforceable parts or provisions were not set forth herein, and the remaining parts and provisions hereof shall remain enforceable to the extent permitted by applicable law. The relationship of Brabo Payroll and Client shall be as independent contractors and shall not be considered or deemed to be that of joint venturers, partners, employer/employee, principal/agent, or any other association whatsoever, and Client shall not have the power to bind or obligate Brabo Payroll.

Terms and Conditions for Insurance Benefits

Client agrees and acknowledges that the obligation of KR Hennessey Ventures, Inc. d/b/a Brabo Payroll (“Brabo”) to provide the Services (defined in Section 1) to Client is subject to Client complying with the responsibilities set forth in these Terms and Conditions for Insurance Benefits (“Terms and Conditions”). By accepting the Services, Client hereby automatically agrees to be bound by these Terms and Conditions.

1. Services. Client desires to engage Brabo to serve as Client’s broker of record for purposes of facilitating the provision of certain insurance benefits through third party insurance carriers including but not limited to health, vision, dental, supplemental, property and casualty, life, disability, general liability, workers’ compensation, and COBRA (collectively, the “Services”). In connection with the Services, Brabo at its discretion may assist Client with filing the Health Insurance Responsibility Disclosure Form (“HIRD”) with the Massachusetts Executive Office of Health and Human Services and filings with the Internal Revenue Service pursuant to the Affordable Care Act (“ACA”). Brabo’s role is limited to serving as a broker and Brabo does not directly provide any insurance products. Client understands and acknowledges that Brabo’s recommendations to Client as to the type and amount of benefits are based upon information provided by Client and, notwithstanding any recommendations made by Brabo, Client (and not Brabo) is responsible for ensuring that Client has adequate benefits and insurance including the types of coverage and limits of liability. Client understands that Brabo operates independently of any insurance carrier and is not responsible for any acts or omissions of a carrier and makes no guarantees regarding insurance coverage for any particular claim or the adequacy of any particular coverage or limits of liability. Client understands that Brabo can discontinue providing the Services and terminate the relationship with Client at any time for any reason with no prior notice.

2. Client’s Responsibilities. Client shall provide accurate and up-to-date information in a prompt and timely manner in order for Brabo to provide the Services. Client shall immediately notify Brabo of any changes in information Client provided to Brabo or inaccuracies in information received by Brabo from any source related to Client including from any insurance carrier. Client understands that the Services are dependent upon Brabo receiving accurate and up-to-date information from Client. In addition to the Services, Brabo may provide certain payroll services to Client and may use a payroll software. Client understands and acknowledges that notifying Brabo through a payroll software or notifying Brabo’s payroll department does not constitute notice to Brabo of any changes in information and/or updated information related to the Services. By way of example, if Client terminates an employee and notifies Brabo’s payroll department of such termination, it does not constitute notice to Brabo for purposes of the Services including but not limited to COBRA or updating the health insurance and workers’ compensation insurance. In the event Client fails to timely respond to any request of Brabo, as determined by Brabo in its sole discretion, Client understands that the benefits and/or insurance coverage may be terminated. Client is responsible for ensuring that (i) the types of insurance coverage and limits of liability are adequate and appropriate for Client’s business, (ii) payments of premiums are timely made to the insurance carrier(s), (iii) insurance coverage and limits of liability are sufficient to comply with applicable law, (iv) filings submitted to the Internal Revenue Service, Massachusetts Executive Office of Health and Human Services, and any other governmental agency are accurate and timely, (v) COBRA is offered to Client’s employees in compliance with applicable law, (vi) the insurance carriers have accurate and up-to-date information for Client even if Client provided the information to Brabo, and (vii) any applications including renewal forms submitted to any insurance carrier contain accurate and up-to-date information. Brabo has no obligation to notify any insurance carrier of any changes related to Client’s business. Client agrees and acknowledges that Brabo is not responsible for any inaccuracies or incorrect information provided to any third-party including but not limited to governmental agencies or insurance carriers on behalf of Client regardless of the cause. In the event that any information and/or report provided by Brabo to Client, available in any Platform (as defined in Section 3), and/or provided to Client directly by an insurance carrier for which Brabo is broker of record for Client, is inaccurate or incorrect, Client shall notify Brabo within Five (5) days from the date Brabo and/or the insurance carrier provide the information to Client or the information is first available on the Platform.

3. Software; AI. Client agrees and acknowledges that Brabo may use third-party software programs to assist in providing the Services (the “Platform”). Brabo may choose in its discretion the Platform for Client. Client agrees that it shall pay Brabo a monthly fee as determined by Brabo in its sole discretion for use of the Platform. Client may use the Platform for Client’s use only and not for any third parties’ use. Client shall be responsible for setting up online access through the Platform. Client shall promptly review all reports and documents available through the Platform. Client further agrees and acknowledges that Brabo may use artificial intelligence (“AI”) in its business operations including in connection with providing the Services to Client and Client consents to any such use of AI by Brabo.

4. Communications. Brabo can rely on any information and/or documents received from any email address associated with Client or that purports to be a valid email address of Client as determined by Brabo in its sole discretion regardless of whether the email is a valid email from Client. Client hereby accepts communications from Brabo by SMS and/or electronic mail to any cellular telephone number and email address provided by Client and agrees that any notices given by Brabo to Client by SMS and/or electronic mail shall be deemed sufficient notice unless prohibited by applicable law.

5. Disclaimer. Client agrees that no representation, expressed or implied, and no warranty or guaranty is provided by Brabo with respect to (i) the Services, (ii) the Platform, (iii) whether the insurance coverage provided to Client is sufficient or adequate for Client’s business, (iv) whether Client’s insurance will cover any particular loss, (v) whether the insurance limits on Client’s policies are adequate for any purpose, (vi) whether any type of insurance coverage and/or limits of liability are sufficient to comply with applicable law, (vii) whether any HIRD or ACA filing complies with applicable law, (viii) whether Client is required to offer COBRA in accordance with applicable law, (ix) any recommendations by Brabo related to the Services, and/or (x) any other product or service provided by Brabo in addition to the Services. Brabo does not endorse or warrant, and is not responsible for, the reliability and/or functioning of the Platform or any other products and/or services. Client agrees and acknowledges that Client’s sole recourse for any damages resulting from any defects in the Platform and/or any acts or omissions of the entity that owns the Platform is to pursue a cause of action against the entity that owns the Platform. Brabo is not responsible for the acts or omissions of any insurance carrier including but not limited to changes in coverage, changes in the policy, termination of coverage, and/or denials of claims. Notwithstanding anything provided to Client to the contrary, Brabo does not guaranty that service calls will be returned in a particular amount of time or in any particular order. Client acknowledges and agrees that it is in Brabo’s sole discretion to determine the priority of service calls. Brabo shall not be liable to Client for any delays in returning service calls, in any delays and/or failure to submit a claim to a carrier, and/or any delays and/or failure to provide updated information to a carrier on behalf of Client. Brabo may from time to time recommend to Client third party services and/or products including but not limited to insurance carriers and/or insurance products. Brabo does not endorse or warrant any such carrier or product, and is not responsible for, the reliability and/or functioning of any such products or third-party services including but not limited to the Platform. Client shall have no recourse against Brabo for the unavailability of insurance coverage or insurance coverage in insufficient amounts. Client agrees and acknowledges that Brabo does not provide tax or legal advice of any kind and does not make any guarantees that any particular action, information, or documents provided by Brabo complies with any federal, state or local laws, ordinances, rules or regulations.

6. Limitation of Liability. In no event shall Brabo be liable for any special, incidental, indirect, or consequential damages related to the Services, the Platform, and/or any other products or services recommended or provided by Brabo to Client. To the maximum extent permitted by law, Client agrees to limit the liability of Brabo and its officers, owners, agents, employees, successors and assigns to the sum of the commissions actually received by Brabo for the Services over the most recent ninety (90) day period. This limitation will apply regardless of the cause of action or legal theory pled or asserted. In the event that Client experiences any defects with the Platform or any other products or services, Brabo and any of its officers, directors, owners, employees, agents, successors, and/or assigns shall not be responsible or liable for any lost data or any other loss or damage caused by Client’s reliance on or use of any Platform and/or other product whether based in contract, tort, strict liability, or otherwise and regardless of the legal or equitable theory pled, including without limitation any damages that result from any mistake, omission, virus, delay, or interruption in operation or service or any failure of performance. Client’s recourse for any defects in the Platform is a claim against the third-party provider.

7. Indemnification. Client agrees to indemnify and hold harmless Brabo and its officers, directors, owners, employees, and/or agents from and against any claims, actions or demands including damages, awards, and reasonable legal fees and costs arising from (i) any act or omission of Client, (ii) any act or omission of any third-party including insurance carriers, and (iii) the Services, in each case even if caused in whole or part by the negligence of Brabo or its owners, directors, officers, employees, or agents.

8. Delays. Brabo shall not be liable for delays resulting directly or indirectly from or contributed to by any circumstances beyond its control, including without limitation, acts or omissions of Client including but not limited to Client’s failure to make payments when due or to otherwise perform its obligations as determined by Brabo in its sole discretion, the failure of any Platform, labor strikes, fires, floods, strikes, acts of terrorism, adverse weather conditions, or acts of God, changes in governmental regulations, acts of governmental agencies or their employees, delays in shipment of equipment, catastrophes, emergencies, wars, lack of availability of supplies or materials, labor shortages, illness, pandemics, casualties, additional work or changes requested by Client, and all similar occurrences beyond the control of Brabo or its agents, employees, or suppliers.

9. Miscellaneous. Interest shall accrue on any balance more than thirty (30) days past due at the rate of 1½% per month; provided, that Client shall in no event be required to pay interest in excess of the maximum amounts permitted under applicable law. If Brabo receives interest in excess of such permissible amounts, such excess shall be applied to principal and not interest. In the event that Brabo is required to engage the services of legal counsel to enforce its rights against Client, regardless of whether such action results in litigation, Brabo shall be entitled to collect and recover reasonable attorneys’ fees and costs from Client, which in the event of litigation shall include fees and costs incurred both at trial and on appeal. No portion of these Terms and Conditions shall be construed against any drafting party. Client agrees that these Terms and Conditions shall be construed and enforced in accordance with Massachusetts law without regard to the law of conflicts thereof. In any litigation connected with these Terms and Conditions and/or the relationship between Brabo and Client, Client irrevocably consents to and confers exclusive jurisdiction on the courts of the Commonwealth of Massachusetts and on the United States District Court for the District of Massachusetts, and hereby expressly waives any objections to venue in any such courts. There are no verbal understandings changing or modifying any of the terms in these Terms and Conditions. These Terms and Conditions supersede all prior negotiations and agreements regarding the Services. To the extent Brabo provides payroll services to Client, such services shall be governed by a separate Terms and Conditions applicable to Brabo’s payroll services. These Terms and Conditions apply to the Services provided by Brabo to Client at any time. Brabo makes no representations or warrantees of any kind regarding the Services other than those expressly described in these Terms and Conditions. All of the terms and provisions shall be binding upon and inure to the benefit of and be enforceable by Brabo’s successors and assigns. All of the parts and provisions set forth herein are severable and separable, and in the event that they, or any one of them, shall be deemed to be void, invalid, or unenforceable by a court of competent jurisdiction, then these Terms and Conditions shall be interpreted as if such void, invalid, or unenforceable parts or provisions were not set forth herein, and the remaining parts and provisions hereof shall remain enforceable to the extent permitted by applicable law. The relationship of Brabo and Client shall be as independent contractors and shall not be considered or deemed to be that of joint venturers, partners, employer/employee, principal/agent, or any other association whatsoever, and Client shall not have the power to bind or obligate Brabo.