Managed HCM Services Terms

Last Update: January 2, 2026

These Managed HCM Services (“MHS”) Terms (“MHS Terms”) describe the terms under which Guru together with its, subsidiaries, and affiliates, and its Third Party Service Providers provide Customer with managed human capital management services as described herein.

These MHS Terms are subject to and incorporated into the applicable Order Form, Order Form Terms and Conditions, and Master Agreement referenced in the applicable Order Form (collectively, the “Agreement”). Nothing in these MHS Terms amends or supersedes the Master Agreement except with respect to the specific Managed HCM Services described herein. In the event of a conflict between these MHS Terms and the Master Agreement, the Master Agreement shall control, except that these MHS Terms shall control solely with respect to the Managed HCM Services.

1. Definitions

Capitalized terms not defined herein have the meanings given in the Master Agreement or applicable Order Form.

“Benefit Change” means a Customer employee’s change in status affecting medical, vision, or dental benefits, including open enrollment, new hire, termination, or qualifying life event, as entered by the employee and approved by the Customer Administrator.

“Benefit Changes” means a collection of Benefit Change records for a designated period, typically weekly.

“Benefit Change Feeds” means the electronic transmission of Benefit Changes to Insurance Carriers, brokers, or general agencies via EDI where available, or otherwise via secure FTP (or email if FTP is unavailable).

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act.

“Customer” means the organization or legal entity subscribed to the Service by execution of an Order Form with Guru under which the Platform and Service are made available to Users. The Customer legal entity may be identified within the “About this Software” link on the Platform.

“Customer Administrator” means the Customer-designated individual responsible for reviewing and approving actions taken on Customer’s behalf.

“Customer Instance” means the discrete logical data environment allocated to Customer.

“Erroneous Processing Volume” means processing errors determined by Guru in good faith to be solely caused by Guru, including delayed or missed Benefit Change Feeds for two consecutive periods, incorrect net payroll payments, or untimely or incorrect tax payments processed by Guru.

“Guru” means the Service Provider legal entity identified in the applicable Customer Order Form. The Service Provider legal entity may be identified within the “About this Software” link on the Platform.

“Insurance Carriers” means group health insurance providers offering medical, vision, or dental benefits.

“PHI” means Protected Health Information as defined by HIPAA.

“Platform” means the Software Services, an all-in-one HR software platform that may include time and attendance, payroll, benefits administration, and human resources information management, and may provide access to Third Party Service Provider services via the Website, Kiosk, or Mobile App.

“Processing Volume” means the total number of Benefit Changes, payroll payments, and tax payments processed during a monthly billing period.

“Service” has the meaning ascribed to it in the online version of the Master Agreement between Guru and Customer.

“Service Accuracy Level” means (Processing Volume minus Erroneous Processing Volume) divided by Processing Volume for the applicable period.

“Service Provider” means the legal entity identified as Service Provider in the applicable Customer Order Form.

“Third Party Content” means content provided by parties other than Guru.

“Third Party Service Provider” has the meaning ascribed to it in the online version of the Master Agreement between Guru and Customer.

“Website” means the specific subdomain(s) assigned to Customer by Guru and/or Third Party Service Provider websites made accessible by Guru for Customer’s use of the Software Services and the Service.

“Year-End Filings” means W-2, W-3, 1094-C, 1095-C, 1096, and 1099 filings subscribed to by Customer.

2. MHS General Terms

2.1 Subscription Requirement

Customer must maintain an active subscription to the Service to receive MHS and agrees to pay all applicable fees in accordance with the Order Form.

2.2 Amendments

Guru may amend these MHS Terms or the scope of MHS upon thirty (30) days’ written notice to comply with legal or regulatory requirements or to modify service delivery. If a change materially and adversely impacts Customer’s normal business operations, Customer may reject the change within thirty (30) days of notice, in which case Guru may withdraw the change or terminate the affected MHS without further liability beyond accrued fees.

2.3 Reliance on Customer Data

Guru is entitled to rely on information provided and approved by the Customer Administrator and is not responsible for errors resulting from inaccurate or incomplete information.

2.4 No PEO or Employer Relationship

Guru is not a professional employer organization, co-employer, joint employer, or employer of record. All payroll and tax filings are performed using Customer’s employer identification numbers.

2.5 Escheatment

Customer is solely responsible for escheatment of returned or uncashed payroll funds. Guru may periodically return such funds to Customer.

2.6 ACH Processing

Customer authorizes investigations of ACH entries and acknowledges that Guru or its banking partners may refuse to process ACH entries.

2.7 Fiduciary Disclaimer

Customer remains the sole fiduciary of all benefit plans and is responsible for reviewing and complying with carrier communications and invoices.

3. Minimum Term; Early Termination

3.1 Minimum Term

Unless otherwise stated in the Order Form, Customer commits to a minimum twelve (12) month term for the Managed HCM Services (the “MHS Minimum Term”).

After expiration of the MHS Minimum Term, Customer may terminate the Managed HCM Services for convenience upon not less than ninety (90) days’ prior written notice.

If Customer terminates the Managed HCM Services for convenience prior to expiration of the MHS Minimum Term, Customer must pay the Buy-Out Fee described below.

4. Buy-Out Fee; Material Reduction

4.1 Convenience Termination

If Customer terminates the Managed HCM Services for convenience prior to expiration of the MHS Minimum Term, Customer shall pay a buy-out fee (the “Buy-Out Fee”) equal to:

  1. the number of full months remaining in the MHS Minimum Term, multiplied by
  2. the then-current monthly Managed HCM Services fees payable under the applicable Order Form, multiplied by
  3. eighty percent (80%).

4.2 Material Reduction

If, during the MHS Minimum Term, Customer reduces MHS scope or usage resulting in a reduction of monthly MHS fees by more than thirty-five percent (35%) compared to the average monthly MHS fees billed during the immediately preceding three (3) full calendar months (a “Material Reduction”), Customer shall either:
(a) continue paying the pre-reduction monthly fees for the remainder of the MHS Minimum Term; or
(b) pay the Buy-Out Fee calculated as of the effective date of the Material Reduction.

4.3 Exclusion

No Buy-Out Fee is owed if Customer terminates the Managed HCM Services due to Guru’s uncured material breach, provided Customer gives written notice and Guru fails to cure within thirty (30) days.

4.4 Liquidated Damages

The Buy-Out Fee represents a reasonable estimate of Guru’s anticipated damages and is not a penalty.

4.5 Payment

Guru will invoice the Buy-Out Fee upon receipt of Customer’s termination notice or upon a Material Reduction. Payment is due in accordance with the Master Agreement or, if not specified, within thirty (30) days of invoice.

5. MHS Payroll Related Administrative Services

If elected by Customer, Guru will provide payroll-related administrative services within the Customer Instance, including payroll runs, off-cycle payments, garnishments, tax calculations, tax filings and deposits, year-end filings, and payroll reporting, as supported by the Software Services.

Guru performs such services solely in reliance on Customer-provided and Customer-approved data and instructions. Customer remains solely responsible for the accuracy, completeness, and timeliness of all payroll, tax, wage, and employee information and for compliance with applicable employment and tax laws.

Guru acts only as an administrative processor and authorized agent and is not a fiduciary, employer, or employer of record.

6. MHS Benefits Related Administrative Services

If elected by Customer, Guru will provide benefits-related administrative services limited to configuration support, enrollment administration, benefit change processing, carrier feeds, reporting, and related administrative assistance as supported by the Software Services.

Guru is not an insurance provider, broker, underwriter, or fiduciary and does not make benefit eligibility determinations or claims decisions. Customer remains solely responsible for plan design, carrier selection, payments to carriers, and legal compliance.

These services exclude COBRA administration and any services involving PHI. Guru does not act as a HIPAA business associate.

7. HR Tech Employee Support Services

If elected by Customer, Guru will provide limited technical support related to user access and navigation of the Software Services, including login assistance and access to payroll history, onboarding, timekeeping, and personal information features as enabled by Customer.

These services are technical and informational only and do not include legal, tax, payroll decision-making, benefits advice, or HR policy interpretation.

8. HR Support Center Services

If elected by Customer, Guru may provide access to an informational HR Support Center powered by Third Party Service Providers. Content is provided for general informational purposes only and does not constitute legal, tax, or employment advice.

Neither Guru nor its Third Party Service Providers practice law or create an attorney-client relationship. The HR Support Center is not intended to receive or process PHI, and Customer agrees not to submit PHI through it.

9. Service Level Agreement (SLA)

9.1 Purpose; Exclusive Remedy

This SLA sets forth the performance levels Guru strives to meet for the Managed HCM Services. Service credits are Customer’s sole and exclusive remedy for failure to meet the Service Accuracy Level.

9.2 Service Credits

If the monthly Service Accuracy Level is:

  1. 98.00% or higher: No service credit
  2. 90.00% to 97.99%: 10% of monthly MHS fee
  3. Under 90.00%: 15% of monthly MHS fee

9.3 Exclusions

Service Accuracy Level excludes errors caused in whole or in part by Customer data, approvals, delays, force majeure events, or implementation or configuration failures.

9.4 Request Timing

Service credits are not automatic. Customer must notify Guru in writing within thirty (30) days after the end of the applicable measurement period or the credit is waived.

10. Termination for Cause

Either party may terminate the Managed HCM Services for material breach if the breaching party fails to cure within thirty (30) days of written notice.

Guru may immediately suspend or terminate the Managed HCM Services if Customer actions materially impair service delivery, pose security or legal risk, involve fraud or unlawful conduct, or involve failure to pay undisputed fees within ten (10) days after notice.

If Customer terminates for Guru’s uncured material breach, no Buy-Out Fee is owed. If Guru terminates for Customer breach, accrued fees and any applicable Buy-Out Fee remain payable.

11. Limitation of Liability

To the fullest extent permitted by law, Guru’s aggregate liability arising from the Managed HCM Services shall not exceed the greater of (a) fees paid for MHS or (b) $1,000, and no consequential or special damages apply. This section does not expand liability beyond the limits set forth in the Master Agreement.

12. Miscellaneous

  1. Force Majeure. Guru is not liable for delays or failures in performance caused by events beyond its reasonable control.
  2. No Professional Advice. The Managed HCM Services are administrative in nature only and do not constitute legal, tax, accounting, or employment advice.

13. Survival

The provisions of these MHS Terms that by their nature should survive termination or expiration shall survive, including, without limitation, provisions relating to fees and payment obligations, Buy-Out Fees, limitation of liability, service credit exclusivity under the Managed HCM Service Level Agreement, confidentiality, data protection, governing law, dispute resolution, and any provisions intended to survive termination.