This Employee Assistance Program agreement (hereinafter the “Agreement”) is made effective within 2 business days of your purchase, by and between Your Company (hereafter the “Client Company”) and SB Lear, LLC, an Ohio limited liability company dba Balance EAP (hereinafter “Balance”). Client Company and Balance are collectively referred to as the “Parties”. This agreement supersedes any previous agreements entered into by the parties.
BY CLICKING THE ACCEPTANCE BUTTON AND AUTHORIZING BALANCE TO CHARGE YOUR CREDIT CARD, CLIENT COMPANY EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CLIENT COMPANY DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED. BALANCE WILL PROMPTLY CANCEL THIS TRANSACTION AND CLIENT COMPANY WILL NOT RECEIVE THE EMPLOYEE ASSISTANCE PROGRAM CONTEMPLATED BY THIS AGREEMENT.
WHEREAS, Balance provides Employee Assistance Programs that includes Solution Focused Counseling, Legal Services, Financial Services, Work-Life Services, and a managed Wellbeing Website; and
WHEREAS, Balance provides Human Resource tools and counseling to the Employer regarding best practices for Employee performance issues that affect on-the-job performance; and
WHEREAS, Balance provides these services to a consortium of employer groups of employers with 2 to 50 employees; and
WHEREAS, the Client Company desires Balance to provide such services to Client Company’s Employees and their Household Family Members.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows:
Employee Assistance Program A program that assists employees balance competing demands of work and life to help prevent personal problems from effecting job performance.
Solution Focused Counseling: Face-to-face or telephonic counseling with a credentialed mental health provider.
Legal Services: A program that provides face-to-face or telephonic consultation for legal matters with an in-network attorney.
Financial Services: A program that provides telephonic consultation for financial matters with an in-network Money Coach. This includes financial management matters such as, debt reduction, home buying, budgeting, foreclosure prevention, and bankruptcy prevention.
Work-Life Services: A program that provides unlimited telephonic consultation, resources and referrals for matters related to families, caregiving and daily living. These include, but are not limited to relocation, travel, recreation, child care, adoption assistance, education, and elder care.
Well-Being Website: Structured and organized content, tools and training on topics covering major life areas: health, relationships, emotional wellbeing, legal, financial, personal and professional growth.
Crisis Assistance: A 24-hour monitored phone service that provides crisis management support.
Household Family Members Includes an employee’s spouse, domestic partner, parents, grandparents, biological children, adopted children, step-children, grand-children of the employee or employee’s spouse, or domestic partner of the employee residing in the same household as the employee.
Money Coach Individuals with more than five years of experience in a specialty area of consumer finance which may include an accounting firm, the banking industry, credit issuers, investment and insurance firms, or debt management services.
Client Company has engaged Balance to provide an Employee Assistance Program to Client Company’s Employees and their Household Family Members. Balance will provide the Employee Assistance Program and Client Company Services in consideration for the Annual Fee provided.
3. Employee Assistance Services Provided.
a. Solution Focused Counseling. Balance will provide the Client Company’s Employees, and each of their Household Family Members, with up to three counseling sessions dependent on the benefit purchased by the Client Company. A counseling session includes an assessment of the issue, counseling, and/or referral to other resources. Where feasible, Balance will attempt to conduct face-to-face contact for all counseling sessions utilizing a network of affiliate service providers, and when face-to-face is not feasible, video counseling will be provided. Balance will also provide Crises Assistance to the Client Company.
b. Legal Services. Appropriately licensed attorneys will provide one thirty-minute office or telephonic consultation per legal matter, per calendar year. This services does not cover disputes involving actions between an Employee or Household Family Member and the Client Company, class action lawsuits, or taxes. In the event the Employee wishes to formally retain legal counsel for their legal matter, the Employee will be provided with a preferred rate reduction of 25% from the attorney’s normal hourly rate.
c. Financial Services. Money Coaches will provide one thirty-minute telephonic consultation per financial matter, per year.
d. Work-Life Services. Balance will provide to Client Company’s Employees, and each of their Household Family Members, unlimited telephonic consultation, resources, and referrals.
e. Wellbeing Website. Balance will provide unlimited access to a wellbeing website through a portal at www.balanceEAP.com for Client Company’s employees and their Household Family Members.
4. Client Company Services Provided.
a. Human Resources Toolkit. Balance agrees to provide support materials to Client Company through an HR Toolkit accessible on the wellbeing website through a portal at www.balanceEAP.com by logging in as usernameHR.
b. Facilitation of Mandatory Employee Counseling. Balance agrees to facilitate, provide support, consultation, and materials for Client Company to incorporate mandatory referrals of Employees to Solution Focused Counseling Services intended to resolve Employee performance issues arising in the workplace.
c. Utilization Reporting. Balance agrees to provide annual reports to Client Company indicating utilization of the Employee Assistance Program within the consortium of employers within which Client Company is a member. Annual utilization reports will be provided electronically to the Client Company.
d. Promotional Materials. Balance agrees to provide informational brochures, wallet cards, and monthly promotional posters to the Client Company. Brochures and wallet cards will be provided at two times the number of employees at the time of program inception.
5. Annual Fee.
The Client Company shall pay to Balance, as a fee for the services described in Section 3 and 4 above, an annual fee.
6. Term and Termination.
This Agreement is effective upon Client Company’s acceptance as set forth herein and shall continue in full force until terminated or for 365 days, whichever occurs sooner. This Agreement may be terminated by either party by providing written notice indicating a desire to terminate services, to the other party. The Parties agree that no credit or refunds will be issued for unused services under this Agreement. In the event the Agreement is terminated, Balance agrees to complete any open cases prior to discontinuing services to Client Company and their Employees.
7. Client Company Representations.
Client Company represents and warrants to Balance that: (a) Client Company is in good standing and is authorized to do business in their state of formation; (b) the individual entering into this transaction on behalf of Client Company has the power and authority to enter into and perform Client Company’s obligations under this Agreement; (c) Client Company, or the individual consummating this transaction on behalf of Client Company is the authorized signatory of the credit card or charge card provided to Balance to pay the Annual Fee; (d) Client Company complies with all terms and conditions of this Agreement; (e) Client Company has provided and will provide accurate and complete information to Balance, including without limitation, Client Company’s legal name, address, and telephone number.
All case files and other records maintained by Balance or its agent shall be strictly confidential. No information contained therein shall be released under any circumstances without the prior written consent of the employee or family member in question, except under force of law. The utilization report described in Client Company Services Provided above shall report only the number of individuals who utilize the Employee Assistance Program within the consortium of employer groups within which Client Company participates; no employee or Household Family Members’ identifying information will be reported.
9. Disclaimer of Warranties.
THE EMPLOYEE ASSISTANCE PROGRAM IS PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE EMPLOYEE ASSISTANCE PROGRAM IS AT CLIENT COMPANY, THEIR EMPLOYEES, AND THEIR EMPLOYEE’S HOUSEHOLD FAMILY MEMBERS SOLE RISK. BALANCE DOES NOT WARRANT THAT THE EMPLOYEE ASSISTANCE PROGRAM WILL BE CONDUCTED WITHIN A SPECIFIC TIME PERIOD, THAT THE SERVICE WILL BE UNINTERPUTED OR ERROR FREE, NOR DOES BALANCE MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE EMPLOYEE ASSISTANCE PROGRAM. BALANCE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE EMPLOYEE ASSISTANCE PROGRAM.
10. Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL BALANCE BE LIABLE TO CLIENT COMPANY, AN EMPLOYEE OF CLIENT COMPANY, OR ANY HOUSEHOLD FAMILY MEMBERS OF CLIENT COMPANY’S EMPLOYEES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIA, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE EMPLOYEE ASSISTANCE PROGRAM, INCLUDING, WITHOUT LIMITATION, CLIENT COMPANY, AN EMPLOYEE OF CLIENT COMPANY, OR ANY HOUSEHOLD FAMILY MEMBERS OF CLIENT COMPANY’S EMPLOYEES INABILITY TO USE THE EMPLOYEE ASSISTANCE PROGRAM, ANY CHANGES TO OR INACCESSIBILITY OF THE EMPLOYEE ASSISTANCE PROGRAM, DELAY, FAILURE, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH OR AS A RESULT OF THE EMPLOYEE ASSISTANCE PROGRAM, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE. IN NO EVENT SHALL BALANCE’S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL FEES PAID BY CLIENT COMPANY TO BALANCE HEREUNDER. IN THE EVENT CLIENT COMPANY IS DISSATISFIED WITH THE EMPLOYEE ASSISTANCE PROGRAM, CLIENT COMPANY’S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR CLIENT COMPANY TO DISCONTINUE USE OF THE EMPLOYEE ASSISTANCE PROGRAM AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6.
Client Company agrees to indemnify, hold harmless and defend Balance, its shareholders, directors, officers, employees, and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fee, asserted by any person, arising out of or relating to: (a) this Agreement; (b) Client Company, Client Company’s Employees, or Client Company’s Employee’s Household Family Members use of this Agreement or the services contemplated by this Agreement.
a. Independent Contractors. The relationship of Balance to the Client Company is that of an independent contractor, and nothing herein shall be considered the basis for partnership or joint venture.
b. Notice. Any notices required under this Agreement shall be addressed to Client Company at the Address listed in the preamble and to Balance:
Attn: Human Resources
PO Box 266
Amlin, Ohio 43002-0266c.
Construction of Terms. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
d. Governing Law. This Agreement shall be governed by the laws of the State of Ohio excluding any conflicts of law provisions that would require the application of the laws of any other State. Exclusive venue for any lawsuit arising out of the performance of this Agreement shall be the courts of Franklin County, Ohio, or the U.S. District Court for the Southern District of Ohio.
e. Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the Parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.
f. Dispute Resolution. If there is any dispute or controversy between the Parties arising out of or relating to this Agreement, the Parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and expert’s fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved.