Agreement Overview
These General Terms govern the Customer’s access to and use of McG Partners' cloud-based HR and payroll services, as outlined in the associated Order Form(s).
1. Term
1.1 The Agreement begins on the Effective Date listed in the Order Form and continues for the duration of the License Term unless terminated earlier under the terms of this Agreement.
1.2 A separate agreement is formed for each Order Form entered into by McG Partners and the Customer.
2. Representatives
2.1 Each party designates an authorized Representative in the Order Form. Either party may replace its Representative with written notice to the other.
3. Relationship of the Parties
3.1 McG Partners operates as an independent contractor. This Agreement does not establish any employment, partnership, joint venture, or agency relationship.
4. Provision of Services
4.1 McG Partners agrees to deliver the Services in accordance with the Agreement, including:
- Activating the Services post-signing
- Providing notice of any scheduled maintenance
- Performing Services with professional care and skill
- Collaborating on implementation within estimated timelines
- Complying with all applicable U.S. laws and professional standards
5. Customer Obligations
The Customer agrees to:
- Pay all fees without offset
- Pay additional charges for out-of-scope services
- Adhere to invoicing and late payment terms
- Provide timely information, access, and resources
- Maintain user security and access controls
- Acknowledge that McG Partners may replace Services with equal or greater functionality at no increased cost
- Accept liability for authorized and unauthorized use under their account credentials
6. Customer Support
Support is provided as follows:
- Admin support: Monday–Friday, 8:30 AM–5:30 PM (U.S. Central Time)
- Self-service portal: 24/7 access
Post-implementation support includes:
- Basic usage help
- Troubleshooting
- Escalation of system issues
7. Service Requests
Incident response times:
- High priority: within 4 business hours
- Medium priority: within 24 hours
- Low priority: within 3 business days
8. Systems Management
McG Partners will monitor and maintain servers and hosting infrastructure, applying necessary patches and updates to maintain industry-standard performance and security.
9. Hosting
- 9.1 The platform is hosted via U.S.-based, secure IaaS providers with recognized security certifications.
- 9.2 Guaranteed 99.5% uptime annually.
- 9.3 Scheduled downtime will be communicated with a minimum of 48 hours' notice and performed during off-peak hours.
10. Suspension of Services
Services may be suspended for:
- Payments overdue by 30+ days
- Legal or regulatory obligations
Suspensions will not affect Customer’s payment obligations.
11. Confidentiality
Both parties agree to safeguard confidential information and only disclose under specific, permitted conditions.
12. Data Management & Security
- 12.1 Daily encrypted backups are stored securely.
- 12.2 Data is protected by firewalls, encryption, SSL, and controlled access.
McG Partners complies with U.S. data privacy laws and industry security standards such as SOC 2.
13. Customer Content
Customers may request to:
- Restrict or delete content
- Make data updates
Additional work may incur professional service fees.
14. Intellectual Property
Each party retains rights to their pre-existing IP. McG Partners licenses its Software to the Customer for internal use. Customers license content to McG Partners for service delivery.
15. Warranties
McG Partners warrants that Services:
- Are properly licensed
- Are free of harmful code
- Do not infringe on third-party rights
- Comply with applicable U.S. laws
16. Indemnity & Liability
Each party indemnifies the other against losses from breach or negligence. Liability is capped to the first year’s License Fee. No party is liable for indirect or consequential damages.
17. Insurance
McG Partners maintains:
- $20M General Liability
- $10M Professional Liability
- $5M Cyber Liability
Certificates available upon request.
18. Force Majeure
Delays caused by events beyond a party’s control will not be considered breaches. Prolonged force majeure events may result in termination with notice.
19. Termination
Either party may terminate for material breach (with cure period), insolvency, or mutual consent. Termination does not absolve obligations incurred prior.
20. Dispute Resolution
Parties will attempt to resolve disputes through negotiation before resorting to litigation.
21. Data Privacy
McG Partners’ U.S.-based Data Privacy & Protection Policy applies. The company will:
- Notify the Customer of data incidents within 48 hours
- Cooperate in investigation and resolution
- Take appropriate mitigation steps
22. Taxes
All fees exclude applicable U.S. taxes unless otherwise stated. The Customer is responsible for all taxes related to the services provided.
23. Notices
All communications must be in writing and delivered via email or postal mail as listed in the Order Form.
24–32. General Terms
Includes assignment, subcontractor use, document construction, waivers, costs, severability, and governing law.
Governing Law
This Agreement is governed by the laws of the United States, and any disputes will be resolved in courts located within the state of Delaware (or as specified in the Order Form).
