Terms & Conditions

Effective Date: March 24, 2025

TERMS AND CONDITIONS FOR ON DEMAND HR SOLUTIONS

1. INTRODUCTION

These Terms and Conditions ("Terms") constitute a legally binding agreement between Norma Frahn Coaching, LLC (dba On Demand HR Solutions) ("Company," "we," "us," or "our") and the client ("Client," "you," or "your") who accesses or uses our HR services, products, or digital content.

By accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

2. DEFINITIONS

In these Terms, unless the context requires otherwise:

• "Services" means the HR services which the Company is contracted to complete, and which may include, but are not limited to, HR consulting, provision of HR toolkits, templates, forms, and other HR-related resources.
• "DIY HR Toolkit" means the digital HR toolkit provided by the Company for small businesses that includes HR policies, forms, templates, and guidance materials organized around HR Basics, HR Compliance, and Recruiting & Hiring.
• "HR Solutions Package Subscriptions" means the ongoing HR support services provided by the Company for small businesses with less than 50 employees, which includes regular HR advisory services and administrative support.
• "Special Projects" means any specific HR consultancy services with defined deliverables and explicit outcomes that are contracted separately from ongoing service packages.
• "Additional Services" means such other services or work which the Company is required to complete and which is in addition to and/or instead and/or beyond the Scope of the Services.
• "Confidential Information" means information relating to the business, products, affairs, and finances of either party, including without limitation, technical data, know-how, trade secrets, business methods, plans, and client information.
• "Contract" means any contract for the provision of Services or Additional Services between the Company and the Client.
• "Intellectual Property" means any copyright, rights in designs, database rights, domain names, trademarks, service marks, patents, or any applications for the foregoing, know-how, or similar rights as may be in force from time to time.

3. SERVICES DESCRIPTION

3.1 Scope of Services

The Company provides various HR solutions, including but not limited to:

• DIY HR Toolkit for small businesses with 1-5 employees
• HR Advisory, Administrative & Full-Service Packages for businesses with less than 50 employees
• Special Projects for specific HR needs
• HR consulting services
• HR compliance guidance
• Recruiting and hiring resources
• HR policy development
• Payroll processing services
• Other HR-related services as agreed upon in writing

3.2 DIY HR Toolkit

The DIY HR Toolkit is organized around three main content pillars:

HR Basics - policies, forms & templates, components overview, policy templates list, essential HR forms, implementation guide

HR Compliance - key compliance areas, compliance checklist, compliance guide, compliance calendar and tracking tools

Recruiting & Hiring - best practices, job description templates, interview and selection tools, onboarding resources

The toolkit includes welcome materials with video instructions and written explanations on how to use it.

3.3 HR Advisory, Administrative and Full-Service Subscription Packages

The HR subscription packages provides ongoing HR support for small businesses with less than 50 employees and includes:

HR Advisory Services - regular access to HR professionals for guidance and support

HR Administrative Support - assistance with HR documentation and processes

Compliance Monitoring - updates on relevant regulatory changes

Employee Relations Support - guidance on managing employee issues

Payroll - processing only. System set-up and problem solving are considered additional services and billed separately from the subscription package.

Service levels, response times, and support hours are specified in the applicable service agreement.

3.4 Special Projects

Special Projects are customized HR solutions with defined deliverables and timelines, which may include:

HR Audits - comprehensive review of HR practices and compliance

Policy & Handbook Development - creation of customized HR policies and handbooks

Compensation Analysis - review and development of compensation structures

Performance Management Systems - design and implementation of performance evaluation processes

Other HR Projects - as defined in the project scope document

3.5 Service Delivery

The Company will provide the Services with reasonable skill and care, in accordance with industry standards and practices. The Company reserves the right to make any changes to the Services which are necessary to comply with applicable law or safety requirements.

4. ACCEPTANCE OF TERMS

4.1 These Terms shall apply to and form the basis for any and all contracts entered into with the Company for the supply of Services and Additional Services, and shall regulate any dealings between the Company and the Client.

4.2 These Terms shall be deemed to be accepted by the Client in full and without modification either:

a. upon receipt of a copy duly signed by the Client or any document containing or referring to them; or b. by virtue of any form of continued instruction to the Company (including but not limited to any instruction to carry out work, provide Services or Additional Services, or otherwise attend appointments); or c. by providing billing information, requesting service, initiating service, continuing to use the service, continuing to pay for the service, or not cancelling the service.

4.3 These Terms shall prevail over any other terms of business, howsoever documented or communicated by the Client.

5. CLIENT RESPONSIBILITIES

The Client shall:

5.1 Provide the Company with all necessary information, materials, and access required to deliver the Services in a timely manner.

5.2 Ensure that all information provided is accurate, complete, and not misleading.

5.3 Designate a primary contact person to facilitate communication with the Company.

5.4 Review and provide feedback on deliverables within agreed timeframes.

5.5 Be responsible for the implementation of any advice, templates, or resources provided by the Company, including but not limited to the DIY HR Toolkit materials.

5.6 Comply with all applicable laws and regulations in relation to their business operations.

5.7 Acknowledge that the Company provides guidance and templates, but the Client is ultimately responsible for ensuring compliance with all applicable employment laws and regulations specific to their jurisdiction and business circumstances.

5.8 For HR Advisory & Administrative Package clients, provide timely responses to Company inquiries and maintain regular communication as needed for service delivery.

5.9 For Special Projects, provide all necessary information, approvals, and feedback according to the agreed project timeline to avoid delays.

6. FEES AND PAYMENT TERMS

6.1 Fees

The Client shall pay the fees as set out in the applicable service agreement, proposal, or invoice. All fees are exclusive of applicable taxes unless otherwise stated.

6.2 Payment Terms

Unless otherwise agreed in writing, payment terms are as follows:

• For one-time services: Full payment is due upon acceptance of the proposal or prior to service delivery.
• For DIY HR Toolkit: Full payment is due at the time of purchase.
• For HR Advisory, Administrative and Full-Service Packages: Payment is due monthly in advance, or as specified in the service agreement.
• For Special Projects: Payment schedule will be outlined in the project proposal, typically including an initial deposit and milestone payments.
• For ongoing services: Payment is due within 30 days of invoice date.

6.3 Late Payments

If the Client fails to make any payment by the due date, the Company may:

• Charge interest on the overdue amount at the rate of 8% per annum above the base rate of the Company's bank.
• Suspend the provision of Services until payment is made in full.
• Terminate the Contract after providing written notice.

6.4 Expenses

The Client shall reimburse the Company for all reasonable expenses incurred in providing the Services, provided such expenses have been approved in advance by the Client.

6.5 Fee Adjustments

For ongoing service packages, the Company reserves the right to adjust fees annually with 30 days' written notice to the Client.

7. TERM AND TERMINATION

7.1 Term

The term of these Terms shall commence on the date of acceptance and shall continue until all Services have been completed or until terminated in accordance with these Terms.

7.2 Service-Specific Terms

• For DIY HR Toolkit: Access continues indefinitely unless terminated as provided herein.
• For HR Advisory, Administrative and Full-Service Packages: Initial term is three (3) months, after which the agreement continues on a month-to-month basis unless terminated.
• For Special Projects: Term continues until project completion as defined in the project scope document.

7.3 Termination by Notice

• For DIY HR Toolkit: Either party may terminate with 30 days' written notice.
• For HR Advisory, Administrative and Full-Service Packages: After the initial three-month term, either party may terminate with 30 days' written notice.
• For Special Projects: Termination terms will be specified in the project proposal.
• For other Services: Either party may terminate with 30 days' written notice.

7.4 Termination for Breach

Either party may terminate the Contract immediately by written notice if the other party:

• Commits a material breach of these Terms which is not remedied within 14 days of written notice.
• Becomes insolvent, enters into liquidation, or has a receiver appointed.

7.5 Consequences of Termination

Upon termination:

• The Client shall pay for all Services provided up to the date of termination.
• The Client shall return all materials and property belonging to the Company.
• For the DIY HR Toolkit, access to the platform may be revoked.
• For Special Projects terminated before completion, the Client shall pay for all work completed and expenses incurred up to the termination date.
• The provisions relating to confidentiality, intellectual property, and liability shall survive termination.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Company IP

All Intellectual Property rights in the Services, DIY HR Toolkit, templates, forms, and other materials provided by the Company shall remain the property of the Company.

8.2 License

The Company grants the Client a non-exclusive, non-transferable license to use the materials provided as part of the Services solely for the Client's internal business purposes.

8.3 DIY HR Toolkit License

For the DIY HR Toolkit, the Company grants the Client a limited, non-exclusive, non-transferable license to:

• Access and use the toolkit materials for the Client's internal business purposes only
• Download, modify, and customize templates and forms for the Client's specific business needs
• Implement the policies and procedures contained within the toolkit

8.4 HR Advisory, Administrative and Full-Service Packages License

For the HR solutions packages, the Company grants the Client a limited, non-exclusive, non-transferable license to:

• Use any materials, templates, or forms provided during the term of the service
• Implement any advice or recommendations provided by the Company
• Retain and continue to use materials provided during the service term after termination

8.5 Special Projects License

For Special Projects, the Company grants the Client a limited, non-exclusive, non-transferable license to:

• Use the deliverables created specifically for the Client as part of the project
• Modify and adapt project deliverables for the Client's internal business purposes
• Implement any systems or processes developed as part of the project

8.6 Restrictions

The Client shall not:

• Copy, modify, adapt, or create derivative works of the materials except as permitted by these Terms.
• Distribute, sell, rent, lease, sublicense, or transfer the materials to any third party.
• Remove or alter any copyright notices or other proprietary markings.
• Use the DIY HR Toolkit for any business other than the one for which it was purchased.
• Share access to the platform or toolkit materials with any third party.
• Use materials provided for any business other than the Client's business.

8.7 Client Materials

Any materials provided by the Client shall remain the property of the Client. The Client grants the Company a license to use such materials solely for the purpose of providing the Services.

9. CONFIDENTIALITY

9.1 Each party undertakes that it shall not disclose to any person any Confidential Information of the other party, except as permitted by this clause.

9.2 Each party may disclose the other party's Confidential Information:

• To its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party's obligations under these Terms.
• As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

9.3 Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under these Terms.

10. DATA PROTECTION AND PRIVACY

10.1 Both parties shall comply with all applicable data protection and privacy laws and regulations.

10.2 The Company will process personal data in accordance with its Privacy Policy, which is available upon request.

10.3 The Client warrants that it has obtained all necessary consents for the Company to process personal data as required to provide the Services.

10.4 For the DIY HR Toolkit, the Company may collect usage data to improve the service and provide support. This data will be anonymized where possible and handled in accordance with the Company's Privacy Policy.

10.5 For the HR Advisory, Administrative and Full-Services Package and Special Projects, the Company may need access to employee data and other sensitive information. The Company will:

• Process such data only as necessary to provide the Services
• Implement appropriate security measures to protect such data
• Delete or return such data upon termination of Services, unless retention is required by law

11. LIMITATION OF LIABILITY

11.1 Nothing in these Terms shall limit or exclude the Company's liability for:

• Death or personal injury caused by its negligence.
• Fraud or fraudulent misrepresentation.
• Any other liability which cannot be limited or excluded by applicable law.

11.2 Subject to clause 11.1, the Company shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

• Any loss of profit, business, contracts, opportunity, goodwill, revenue, anticipated savings, or any indirect or consequential loss.
• Any loss or damage arising from the Client's failure to implement advice or recommendations provided by the Company.
• Any loss or damage arising from the Client's use of templates, forms, or other materials provided by the Company.
• Any employment-related claims arising from the Client's implementation of policies or procedures from the DIY HR Toolkit.
• Any claims arising from the Client's implementation of advice provided as part of the HR Advisory & Administrative Package.
• Any issues arising from the Client's failure to provide complete or accurate information for Special Projects.

11.3 The Company's total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount paid by the Client for the Services.

11.4 The Client acknowledges that:

• The DIY HR Toolkit and other materials provided by the Company are for guidance only and should be adapted to the Client's specific circumstances.
• The Company does not guarantee that the use of such materials will ensure legal compliance.
• The Client should seek legal advice before implementing any policies or procedures that may have significant legal implications.
• The Company does not provide legal advice, and any guidance provided is based on HR best practices, not legal opinions.

12. INDEMNIFICATION

The Client shall indemnify and hold harmless the Company from and against all claims, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's breach of these Terms.
• The Client's use of the Services or materials provided by the Company.
• Any claim that the Client's use of the Services or materials infringes the rights of a third party.
• Any employment-related claims arising from the Client's business operations.
• Any claims arising from the Client's implementation of advice, templates, or other materials provided by the Company.

13. SERVICE-SPECIFIC TERMS

13.1 DIY HR Toolkit Specific Terms

13.1.1 Access and Updates

• Access to the DIY HR Toolkit is provided through platform chosen by the Company.
• The Company may update the content of the toolkit from time to time to reflect changes in best practices or legal requirements.
• The Company does not guarantee continuous, uninterrupted access to the toolkit and may suspend access temporarily for maintenance or updates.

13.1.2 Implementation Responsibility

• The Client is solely responsible for the implementation of any policies, procedures, or forms provided in the DIY HR Toolkit.
• The Company recommends that the Client review all materials and adapt them to their specific business needs before implementation.

13.1.3 Support

• The DIY HR Toolkit includes self-service resources as described in the welcome materials.
• Additional support or consulting services may be available at additional cost.

13.2 HR Advisory, Administrative and Full-Service Packages Specific Terms

13.2.1 Service Levels

• The Company will provide HR advisory services during normal business hours (9:00 AM to 5:00 PM, Monday through Friday, excluding holidays).
• Response times for inquiries will be as specified in the service agreement, typically within 24-48 business hours.
• The Company will assign a primary HR consultant to the Client but reserves the right to substitute personnel as needed.

13.2.2 Fair Usage

• The HR Advisory, Administrative and Full-Service Packages is subject to fair usage limits based on the Client's company size.
• Excessive usage beyond reasonable limits may result in additional charges or service limitations.

13.2.3 Scope Limitations

• The HR Advisory, Administrative and Full-Services Packages does not include legal advice or representation.
• Services are limited to HR advisory and administrative support as defined in the service agreement.
• Additional services beyond the defined scope will be charged separately.

13.3 Special Projects Specific Terms

13.3.1 Project Scope

• The scope, deliverables, timeline, and acceptance criteria for each Special Project will be defined in a separate project scope document.
• Any changes to the project scope must be agreed upon in writing by both parties.

13.3.2 Change Requests

• Changes to the project scope, deliverables, or timeline requested by the Client may result in additional charges and timeline adjustments.
• The Company will provide a written estimate for any change requests before proceeding.

13.3.3 Acceptance

• The Client shall review and accept or provide feedback on project deliverables within the timeframe specified in the project scope document.
• Deliverables will be deemed accepted if no feedback is provided within the specified timeframe.

13.3.4 Project Delays

• The Company is not responsible for delays caused by the Client's failure to provide necessary information, approvals, or feedback in a timely manner.
• The Company will notify the Client of any anticipated delays and work to mitigate their impact.

14. LEGAL DISCLAIMER

14.1 The Company does not provide legal advice. The Services, recommendations, opinions, and products provided by the Company are based on general human resource management fundamentals, practices, and principles, and are not legal opinions or guaranteed outcomes.

14.2 The Client understands and agrees that the Company and the Company's representatives, employees, and assigns are not attorneys. The Company makes no representations or claims of offering legal advice.

14.3 The Client further understands and agrees that all deliverables under this agreement including advice, suggestions, recommendations, opinions, documents, programs, policies, etc., are not meant to be legal advice, nor should they be understood to be legal advice.

14.4 The Company strongly recommends, as part of a team approach to management, that the Client consult with legal counsel to address legal concerns related to human resource issues and to review all employment documents.

15. AMENDMENTS TO TERMS

15.1 The Company reserves the right to amend these Terms at any time by giving written notice to the Client.

15.2 The amended Terms shall take effect 30 days after the date of such notice. If the Client does not agree to the amended Terms, the Client may terminate the Contract by giving written notice to the Company before the amended Terms take effect.

16. GOVERNING LAW AND JURISDICTION

16.1 These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of [STATE/JURISDICTION].

16.2 Each party irrevocably agrees that the courts of [STATE/JURISDICTION] shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

17. SEVERABILITY

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision shall not affect the validity and enforceability of the rest of these Terms.

18. ENTIRE AGREEMENT

18.1 These Terms constitute the entire agreement between the parties and supersede all previous agreements, understandings, and arrangements between them, whether written or oral, in respect of its subject matter.

18.2 Each party acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty that is not set out in these Terms.

19. CONTACT INFORMATION

For questions or concerns regarding these Terms, please contact us at:

On Demand HR Solutions 5257 Miller Road, Glenville PA 17329

hello@ondemandhrsolutions.com717-495-8450

Last Updated: March 24, 2025