In connection with the Administrative Services that Betterment for Business, LLC (“B4B”) agrees to provide you pursuant to the Master Services Agreement (“MSA”), B4B agrees to provide certain additional payroll data services for the purpose of facilitating data transfers with respect to the administration of the Plan. These services will be provided without additional charge. Your entry into the MSA and use of Betterment’s services indicates your consent to this Payroll Concierge Services Terms (the “Terms”). Betterment may modify these Terms at any time upon notice to you, which may be electronic. Capitalized terms used in these Terms and not otherwise defined herein shall have the meanings ascribed to them in the MSA, as may be amended and restated from time to time.
The parties agree to the following:
- Payroll Concierge Services.
(A) You direct B4B to: (i) download or otherwise obtain through electronic or other means your employee census, compensation, elective deferral, loan repayment, plan contribution, and other relevant data (the “Client Data”) from your payroll/PEO platform; (ii) reformat such data as needed to align with B4B’s recordkeeping systems; and (iii) import the data into B4B’s platform for use as part of the administration of your Plan (collectively such services, “Payroll Concierge Services”).
(B) In connection with and to facilitate Payroll Concierge Services, you agree to provide B4B with a payroll schedule for each calendar year that indicates both the dates on which employees are paid and approximate payroll processing dates. In the event of an off-cycle payroll, you agree to notify B4B at least 2 business days before such off-cycle payroll is run. You further agree that, should you wish to use the Plan’s suspense or forfeiture account funds to offset a future payroll, you will notify B4B at least 2 business days before the payroll processing date. You understand and agree that failure to provide notice as required under this section may result in delays in importing your Client Data into B4B’s system, and/or other processing delays.
- Platform Access and Authorization. You hereby authorize B4B to access and download Client Data from your payroll/PEO platform. You agree to grant B4B access to your payroll/PEO platform by providing appropriate login credentials for your Client Representative (as defined in the MSA) as well as a contact name, telephone number, and e-mail address of an individual at the payroll/PEO platform who will be reasonably available to provide customer support, information, and answer questions from, B4B personnel (such person, a “Payroll Customer Support Contact”).
- Maintenance of Client Data. You acknowledge that you, and not B4B or its affiliates, are responsible for the completeness and correctness of your Client Data that is downloaded from your payroll/PEO platform, and for the compliance of the Client Data, and any instructions provided to the payroll/PEO platform, with the terms of the Plan document, ERISA and the Code. You further acknowledge that you, and not B4B, are responsible for the completeness, correctness, and compliance with the terms of the Plan, ERISA, and the Code of the formatted Client Data that is uploaded to B4B’s recordkeeping system. For the avoidance of doubt, this means that you are solely responsible for adding newly eligible employees, updating newly ineligible or terminated employees, and ensuring the accuracy of deferral rates and loan deductions in the payroll system. You are also responsible for initiating any ACH transactions to fund deferral contributions as a part of your payroll processing with the payroll/PEO platform. B4B will not initiate any transactions with your payroll/PEO platform. You understand and agree that you will review your Client Data on your payroll/PEO platform and on B4B’s recordkeeping system (once it has been uploaded).
- Indemnification and Limitation of Liability. You agree to indemnify and hold B4B and its affiliates harmless from and against any and all Losses arising out of: (1) B4B’s inability to access your payroll/PEO platform or lack of authorization to download your Client Data from such platform; (2) any error in, incompleteness, or noncompliance of your Client Data that has been downloaded from your payroll/PEO platform or uploaded to B4B’s recordkeeping system; or (3) your failure to meet the timing requirements specified in Section 1 of these Terms. Except for gross negligence or willful misconduct, you agree that B4B and its affiliates, and their respective officers and employees, shall not be liable for any action performed or omitted to be performed or for any errors of judgment with respect to their Payroll Concierge Services pursuant to these Terms. This provision shall survive the termination of the Terms.
- Fiduciary Status. In no event shall B4B be deemed to be acting as a Fiduciary to the Plan in providing the Payroll Concierge Services under the Terms. Moreover, B4B does not perform Payroll Concierge Services as an “administrator” within the meaning of section 3(16) of ERISA.
- Amendment and Term. The Terms shall automatically terminate upon the termination of the MSA by either party. Additionally, B4B shall have the right to amend or terminate the Terms at any time upon written notice to you. Your continued use of the services described herein after 30 days shall constitute consent to any amended Terms.
- General. Except as set forth herein, all provisions of the MSA remain in full force and effect. The current version of the Terms governing Payroll Concierge Services is available at www.betterment.com/legal/401k-payroll-concierge-services.