PART A: CONGRUITY HR PEO SERVICE DESCRIPTION

Functions Included in PEO Service

Congruity HR will provide its HR PEO Service, which includes:

• HR consultation and support on human resources matters, including employee handbooks, policies, and HR tools
• Benefits administration, which may include health and welfare, 401(k), and other benefits (subject to eligibility, approvals, and additional documentation)
• Online employment resources
• Payroll services, including issuing wages, wage statements, and W‑2s under Congruity HR’s FEIN
• Wage delivery via check, ACH, or RTP® network (additional fees may apply)
• Garnishment and wage deduction order processing and remittance
• Employment tax withholding, remittance, and reporting (FICA, FUTA, SUTA)
• Unemployment claims services related to payroll issued by Congruity HR

Covered Employees

The Congruity HR PEO Service applies only to “Covered Employees,” defined as common law employees of the client performing services in the United States under the client’s direction and control. Independent contractors or misclassified workers are excluded.

All U.S. employees must be submitted as Covered Employees. Individuals do not become Covered Employees until all required information is received and accepted by Congruity HR, including execution of Employee Acknowledgments.

Co‑Employment Relationship

The relationship among Congruity HR, the client, and Covered Employees may be referred to as co‑employment for convenience. Congruity HR and the client remain independent contractors, not joint employers, partners, or joint venturers.

Hiring and Employment Verification

The client is solely responsible for employment eligibility verification, including I‑9 compliance, E‑Verify (if applicable), visa sponsorship, background checks, and qualification verification. Congruity HR may rely on the client’s representations and records.

Dispute Resolution Agreements

Congruity HR may enter into arbitration, jury trial waiver, or class action waiver agreements with Covered Employees. The client consents to be bound by such agreements for disputes involving Congruity HR or its insurance carriers.

Self‑Employed Individuals

If wages are processed for individuals considered self‑employed, the client represents their eligibility for W‑2 wages and acknowledges restrictions on benefit participation and potential ineligibility for workers’ compensation or unemployment benefits.

Document Storage and Publication

Congruity HR may provide tools for document storage or publication. The client is solely responsible for the content and its enforceability. Congruity HR does not review or approve such materials.

Policies and Contracts

The client establishes policies, employee handbooks, and contracts with Covered Employees. Congruity HR is not a party to such agreements and disclaims any ownership interest in employee work product or intellectual property.

Authority and Employee Assignments

Covered Employees may not bind Congruity HR. The client retains responsibility for hiring, supervision, discipline, termination, work assignments, and employee conduct.

Benefits

Client‑Sponsored Benefits

If the client sponsors benefit plans, Congruity HR must consent prior to offering such plans. Congruity HR does not act as plan sponsor, administrator, or fiduciary and assumes no responsibility for client plans, including ERISA, COBRA, ACA, or tax compliance.

Section 125 Plans

If Congruity HR supports pre‑tax benefits, the client adopts Congruity HR’s standard Section 125 prototype plan document, provided as‑is and subject to amendment.

Exclusions from Wages

Congruity HR’s wage payment obligation is limited to applicable minimum wage and overtime as required by law. Congruity HR does not assume responsibility for bonuses, commissions, severance, paid time off, or other compensation unless expressly required.

Equity‑Based Compensation

The client retains sole authority over equity‑based compensation. Any taxable equity compensation must be processed through payroll and remains the client’s responsibility.

Mandated Benefits

Unless expressly required by law, the client is deemed the employer for purposes of mandated benefits, including ACA employer shared responsibility provisions.

Health and Welfare Plans Sponsored by Congruity HR

Where Covered Employees participate in Congruity HR‑sponsored health plans, responsibilities are allocated between the client and Congruity HR as set forth in the governing agreement, including ACA compliance, eligibility determinations, reporting, and COBRA transition obligations.

Payroll Tax Credits

If Congruity HR files payroll tax credit claims under its EIN at the client’s request, the client remains solely responsible for eligibility, substantiation, and cooperation with taxing authorities, and agrees to indemnify Congruity HR for any disallowed credits, penalties, or interest.