Terms of Service

Thank you for choosing King & Company Consulting ("King & Co.," "Provider," "we," "us," or "our"), a sole proprietorship organized under the laws of the Commonwealth of Massachusetts. These Terms of Service ("Terms") apply to all services provided by King & Co. and are incorporated by reference into any Master Services Agreement ("MSA"), Order Form, or Statement of Work executed between King & Co. and you ("Client," "you," or "your").

By engaging King & Co. for services or by executing an Order Form referencing these Terms, you agree to be bound by these Terms.

1. Services Overview

King & Co. provides consulting and professional services across three primary service lines:

• Fractional HR, Payroll & Compliance — Outsourced human resource operations including payroll administration, employee onboarding and offboarding, benefits administration, HR policy management, and regulatory compliance support.
• Senior Care & SNF Consulting — Advisory services for skilled nursing facilities and assisted living communities, including survey readiness, Payroll Based Journal (PBJ) submissions, background check administration, staff retention strategy, and regulatory compliance.
• AI Consulting & Training — Hands-on AI implementation including custom workspace builds loaded with client SOPs and context, team training, workflow automation, and ongoing optimization.

The specific services, deliverables, timelines, and fees for each engagement are defined in the applicable Order Form or Statement of Work.

2. Engagement Structure

2.1 Master Services Agreement

All client engagements are governed by a Master Services Agreement that sets forth the general terms and conditions applicable to all services. These Terms of Service supplement the MSA with additional provisions applicable to all engagements.

2.2 Order Forms

Each service engagement is defined in an Order Form that specifies the services to be provided, the applicable fees, the term of the engagement, and any service-specific terms. In the event of a conflict between these Terms and an Order Form, the Order Form controls.

2.3 Standard of Performance

We perform all services in a professional and workmanlike manner, consistent with generally accepted industry standards. We assign qualified personnel with appropriate expertise to each engagement.

2.4 No Professional Advice

King & Co. is not a law firm, accounting firm, or licensed professional services provider. Our services do not constitute legal, tax, or accounting advice. Clients should consult with appropriate licensed professionals regarding legal, tax, and accounting matters.

3. Client Responsibilities

3.1 Access and Information

Client shall provide timely access to all systems, platforms, data, and personnel necessary for us to perform the services. This includes HRIS and payroll platforms, employee records, compliance documentation, and any other materials specified in the applicable Order Form.

3.2 Accuracy of Information

Client is responsible for the accuracy and completeness of all data, information, and materials provided to King & Co. We are not liable for errors resulting from inaccurate or incomplete data provided by Client.

3.3 Designated Contact

Client shall designate an internal point of contact with authority to approve submissions, make decisions, and communicate on behalf of Client regarding the services.

3.4 Compliance

Client is solely responsible for compliance with all applicable federal, state, and local laws, rules, and regulations applicable to its business and operations. Our advisory services do not relieve Client of its compliance obligations.

4. Fees, Payment, and Billing

4.1 Fees

Client agrees to pay the fees as set forth in each applicable Order Form. Unless otherwise stated, fees are invoiced monthly in advance.

4.2 Payment Methods

We accept payment via invoice (Net 15 or Net 30 as specified) or automatic payment via credit card, debit card, or ACH bank transfer. By authorizing automatic payment, Client consents to recurring charges on the applicable billing date. This authorization remains in effect until Client provides written notice of revocation at least fifteen (15) days prior to the next billing date.

4.3 Late Payments

Amounts not paid when due accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Client is responsible for all costs of collection, including reasonable attorneys' fees.

4.4 Fee Disputes

Client must notify us in writing of any disputed charges within thirty (30) days of the invoice date. All undisputed amounts must be paid by the applicable due date.

4.5 Suspension for Non-Payment

We may suspend services upon fifteen (15) days' written notice if any undisputed invoice remains unpaid for more than thirty (30) days past its due date. Services resume promptly upon receipt of all past-due amounts plus any applicable late fees.

4.6 Taxes

All fees are exclusive of applicable taxes. Client is responsible for all applicable taxes arising from the services, excluding taxes based on our income.

5. Term, Renewal, and Termination

5.1 Term

Each Order Form specifies its own initial service term. The governing MSA remains in effect until all Order Forms have expired or been terminated.

5.2 Auto-Renewal

Unless otherwise stated in the Order Form, engagements automatically renew for successive periods equal to the initial service term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

5.3 Termination for Cause

Either party may terminate for material breach if the breaching party fails to cure within fifteen (15) days of written notice, or immediately if the other party becomes insolvent or ceases business operations.

5.4 Early Termination

If Client terminates an engagement before the end of the then-current term, Client shall pay an early termination fee as specified in the Order Form. If no early termination fee is specified, Client pays the lesser of three (3) months of then-current monthly fees or the remaining fees due under the term.

5.5 Effect of Termination

Upon termination, Client pays all accrued fees and early termination fees. We provide reasonable transition assistance for thirty (30) days at our then-current hourly rates. Each party returns or destroys the other party's Confidential Information.

6. Confidentiality

Both parties agree to hold confidential all non-public information disclosed by either party in connection with the services. Confidential Information includes business plans, financial information, customer and employee data, trade secrets, proprietary processes, and pricing. The receiving party shall use Confidential Information solely for performing obligations under the agreement and shall protect it with at least the same degree of care it uses for its own confidential information. These obligations survive termination for three (3) years, except for trade secrets, which are protected for as long as they remain trade secrets under applicable law.

7. Intellectual Property

7.1 Provider IP

King & Co. retains all right, title, and interest in its tools, methodologies, processes, templates, frameworks, and training materials. Where our IP is incorporated into client deliverables, Client receives a non-exclusive, non-transferable, royalty-free license for internal business use.

7.2 Client IP

Client retains all right, title, and interest in its data, materials, and pre-existing intellectual property. Client grants us a limited license to use Client IP solely for performing the services.

7.3 Work Product

Unless otherwise specified, custom deliverables created specifically for Client become Client's property upon full payment. We retain the right to use general knowledge, skills, and experience gained in the course of performing services.

8. Data Protection and Security

We implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect client data. We process client data solely for performing the services and in accordance with applicable data protection laws. In the event of a data breach, we will notify Client within seventy-two (72) hours and cooperate in investigating and mitigating the breach. For detailed information on how we collect, use, and protect personal data, please see our Privacy Policy.

9. Limitation of Liability

Except for obligations under confidentiality and indemnification, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business, or goodwill, regardless of the theory of liability. The aggregate liability of either party shall not exceed the total fees paid or payable under the applicable Order Form during the twelve (12) months preceding the claim.

10. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other from third-party claims arising from breach of the agreement, negligence, willful misconduct, or violation of applicable laws. Client additionally indemnifies King & Co. for claims arising from inaccurate data or information provided to us.

11. Warranty Disclaimer

Except as expressly set forth in the agreement, services are provided "as is" without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee specific business outcomes from our consulting, advisory, or AI implementation services. Results depend on factors including data quality, team adoption, and Client's operational environment.

12. Service-Specific Terms

12.1 HR, Payroll & Compliance Services

Payroll processing deadlines are subject to the requirements of the applicable payroll platform. Client is responsible for submitting payroll data at least two (2) business days prior to the platform submission deadline. Fee adjustments based on employee headcount changes take effect on the first billing cycle following the change.

12.2 Senior Care & SNF Consulting

Our services are advisory in nature. Client retains sole responsibility for facility operations and regulatory compliance. We are not responsible for the outcome of any state or federal survey, inspection, or audit. On-site visits require at least five (5) business days' notice and travel expenses beyond 50 miles from Ludlow, MA are reimbursed at cost.

12.3 AI Consulting & Training

Third-party AI tool subscriptions and platform costs (e.g., OpenAI, Anthropic, Microsoft) are Client's responsibility unless expressly included in fees. Training materials developed for Client are licensed for internal use only and may not be redistributed. Use of AI workspaces and tools is subject to our Acceptable Use Policy.

13. General Provisions

13.1 Governing Law

These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles.

13.2 Dispute Resolution

Disputes shall first be submitted to good faith negotiation for thirty (30) days. If unresolved, either party may pursue resolution through the courts of competent jurisdiction in Hampden County, Massachusetts.

13.3 Force Majeure

Neither party is liable for failure or delay (other than payment obligations) caused by circumstances beyond reasonable control, including acts of God, pandemics, government actions, war, or failures of third-party service providers.

13.4 Assignment

Neither party may assign the agreement without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

13.5 Entire Agreement

These Terms, together with the MSA, Order Forms, Privacy Policy, and Acceptable Use Policy, constitute the entire agreement between the parties and supersede all prior agreements.

13.6 Amendments

We may update these Terms from time to time. Material changes will be communicated to active clients at least thirty (30) days prior to taking effect. Continued use of services after the effective date of updated Terms constitutes acceptance.

13.7 Severability

If any provision is held invalid, it shall be modified to the minimum extent necessary. Remaining provisions continue in full force.

13.8 Marketing

We may include Client's name and a general description of services provided in our client list and marketing materials, unless Client provides written notice of objection. We will not issue press releases or detailed case studies without Client's prior written consent.

14. Contact Information

For questions about these Terms of Service, please contact us at: