Payroll Integration Terms

These Payroll Integration Terms (“Payroll Integration Terms”) to the Betterment at Work Master Services Agreement (the “MSA”) is entered into by Client and delivered to Betterment LLC (“Betterment”), MTG LLC (“Betterment Securities”), Betterment for Business LLC (“B4B”) (collectively, the “Betterment Entities”). All capitalized terms used but not defined herein shall have the definitions set forth in the MSA.

The Betterment Entities and Client are parties to the MSA. Client has established a Third-Party Vendor Integration with a Third-Party Vendor for payroll integration services. These Payroll Integration Terms govern certain additional administrative responsibilities that the Betterment Entities agree to take on with respect to the Third-Party Vendor Integration, as applicable. In respect thereof, Client and the Betterment Entities agree to the following terms:

1. These Payroll Integration Terms shall apply to the extent that client wishes for B4B agrees to calculate employer matching contributions, whether such contributions are payroll matching contributions or discretionary contributions. Client and B4B agree that any such calculations shall be based on Client’s match formula or other instructions (which may be provided electronically), as applicable, and B4B agrees to provide such information to the Third-Party Vendor for purposes of payroll processing.
2. Employer matching contributions will be calculated based on information supplied by Client, and Client is responsible for maintaining and furnishing B4B with accurate information.
3. Client acknowledges and agrees that in order for B4B to calculate employer matching contributions, employee accounts must be connected (i.e., the payroll integration connection must be successful and unbroken) in order for B4B to accurately receive and process payroll information, and that account connections may fail/become unlinked due to a variety of circumstances, including but not limited to the failure of an employee to claim their account, or manual creation of a client account that is not followed by integration. For the duration of such time as client accounts remain unlinked, B4B will be unable to calculate and/or apply an employer match contribution, or to estimate  contributions that count towards  IRS limits. B4B’s calculation of employer matching contributions shall be for informational purposes only and does not constitute a final determination. Client is responsible for reviewing B4B’s calculations of contribution amounts, both with respect to employer matching contributions and employee contributions, and confirming the accuracy of such calculations, as well as confirming that contributions are properly segregated and delivered to the Plan.
4. Notwithstanding B4B’s role in determining eligibility and processing contributions described in the Administrative Services Terms, B4B and its affiliates expressly disclaim fiduciary responsibility for the calculation of employer matching contribution amounts.
5. Client acknowledges and agrees that Client is the “ administrator” of the Plan within the meaning of 3(16) of ERISA and is responsible for the accuracy of contribution calculations pursuant to the Plan Administrator Responsibilities section of the Administrative Services Terms.
6. Client understands and agrees that use of the Third-Party Vendor Integration constitutes acceptance of the Payroll Integration Terms.