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U.S. Health and Welfare Benefit Consulting Services Terms and Conditions

Last Updated: June 11, 2025

These U.S. Health and Welfare Benefit Consulting Services Terms & Conditions (these “US Benefits Terms”) are incorporated by reference into the Client Services Order Form (the “Order Form”) by and between Sequoia Benefits and Insurance Services, LLC, d/b/a Sequoia Group, a California limited liability company (“Sequoia“), and the Client identified in such Order Form. All capitalized terms used in these US Benefits Terms and not otherwise defined herein shall have the meanings ascribed to such terms as set forth in the Agreement. As used herein, the “Agreement” shall refer to the Order Form, these US Benefits Terms, and any other agreements identified in, incorporated into, or made a part of the Order Form. These US Benefits Terms set forth the additional terms and conditions under which Sequoia will provide to Client certain U.S. health and welfare benefit consulting services and other related services, such as “5500 Administration Services” and “ACA and State Reporting Administration Services”, as further described below, (collectively, the “Services”) and supplement the Services General Terms & Conditions. In case of conflict, the order of priority of governing terms is (i) the Order Form, (ii) these US Benefits Terms, and then (iii) the other agreements identified in the Order Form.

 

  1. 5500 Administration Services.
    1. Sequoia may provide certain eligible clients with certain services to assist such clients with compliance with Health & Welfare Form 5500 reporting obligations under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Internal Revenue Code of 1986, as amended (“IRC”). If Sequoia provides 5500 Administration Services to Client, Client acknowledges and agrees that (i) Sequoia does not provide full ERISA or IRC compliance services, (ii) Client is solely responsible for managing ERISA and IRC compliance, (iii) Sequoia may utilize a third party vendor for 5500 Administration Services and to the extent that such vendor requires any Client Data that may be provided by Sequoia, Client authorizes and directs Sequoia to provide such Client Data directly to such vendor, and (iv) Client must review and provide written approval of all forms before such forms are furnished or filed.
  1. ACA and State Reporting Administration Services.
    1. Sequoia may provide certain eligible clients with certain services to assist such clients with compliance with year-end reporting obligations under the Affordable Care Act (“ACA”) and certain state laws. If Sequoia provides ACA and State Reporting Administration Services to Client, Client acknowledges and agrees that (i) Sequoia does not provide full ACA or state law compliance services, (ii) Client is solely responsible for managing ACA and state law compliance, including tracking of eligible part-time employees, (iii) Sequoia may utilize a third party vendor for ACA and State Reporting Administration Services and to the extent that such vendor requires any Client Data that may be provided by Sequoia, Client authorizes and directs Sequoia to provide such Client Data directly to such vendor, and (iv) Client must review and provide written approval of all forms before such forms are furnished or filed.
  1. Term and Termination.
    1. In the event Client terminates the Agreement, Client shall remain obligated to maintain Sequoia as Client’s broker-of-record for the balance of the Term with all respective insurance carriers, as applicable.
    2. Upon mutual agreement of the parties, during the Term, Sequoia will issue an authorization letter allowing another service provider to access benefit plan information as may be required from time to time; provided however that any such authorization shall not waive Sequoia’s right to collect payment as set forth in the Order Form, whether from Client in the form of fees, from carriers in the form of commissions, or a combination of both.
    3. Until Client receives Sequoia’s disclosures required under §408(b)(2) of ERISA, for a Renewal Term, Client retains the opportunity to terminate the Agreement prior to the date such disclosures are provided to Client.
    4. Client acknowledges and agrees that upon termination of the Agreement Sequoia shall not have any obligation to assist with compliance activities, such as the 5500 Administration Services and ACA and State Reporting Administration Services, and that Client is fully responsible for ensuring its compliance with applicable laws.
  1. New York Disclosure. Sequoia is an insurance producer licensed by the State of New York. Insurance producers are authorized by their license to confer with, advise, offer and sell insurance contracts from insurers to insurance purchasers. Insurers pay compensation to insurance producers based on the insurance contract purchased and such compensation may vary depending on a number of factors, including without limitation the insurance contract type or the volume of business a producer provides. The insurance purchaser may obtain information about compensation expected to be received by the producer based in whole or in part on the sale of insurance to the purchaser by requesting such information from the producer.
  1. Modifications. Client shall at all times be entitled, in its sole and absolute discretion, to modify, expand, curtail, or eliminate the level and nature of benefit programs afforded to employees including, without limitation, as part of the Tech Benefits Program Service, provided that Client shall give Sequoia adequate advance notice of any such changes in order for Sequoia to make corresponding modifications in its Services. Any decisions regarding the benefit programs or other programs subject to the Services rest solely with Client.
  1. BAA. The parties acknowledge that any Confidential Information that is subject to any Business Associate Agreement (“BAA”) between the parties shall be governed by the BAA.
  2. Warranty
    1. Client.
      1. Client acknowledges and agrees that it has elected to be bound by the terms of the insurance policies selected by Client (each a “Policy”) and will follow any requirements established by the applicable carrier related to the administration of such Policy, including, without limitation, procedures related to enrollment and eligibility. Client will determine whether to purchase for its employer plan the insurance coverage available under the Policies and approve the premium and commission rates for each of the selected Policy coverages. Client will determine which employees will be eligible for insurance coverage under the Policies and establish the amount that employees are required to contribute towards the cost of insurance coverage provided under the Policies. Client will determine annually whether to renew, elect new, or terminate each coverage under the Policies for the following year based on and following receipt of the premium and commission rates that would be applicable to its employer plan for the selected Policy coverages in the following year.
      2. Client understands, acknowledges and agrees that Client is solely responsible and liable for all obligations with respect to the employer “play or pay” mandate of the Patient Protection and Affordable Care Act of 2010, as amended, under Section 4980H of the Internal Revenue Code of 1986, as amended (“IRC”), and other applicable law, including, without limitation, any tax reporting obligations under IRC Sections 6055 and 6056.
      3. Client, its employees and any plan beneficiary shall not have any rights or claim to insurance benefits, except as specified in the Policies. Any dispute as to eligibility or amount of benefit shall be resolved between the Client or the applicable benefit plan and the insurer based on the terms of the Policy. Neither the Client, the benefit plan, nor any employee or beneficiary covered by a benefit plan shall have any right to claim with respect thereto against Sequoia (or if applicable against Sequoia Tech California, LLC or Sequoia Tech New York, LLC (collectively, “Sequoia Tech”)). CLIENT UNDERSTANDS THAT FAILURE TO FOLLOW THE REQUIREMENTS OF THE POLICY, INCLUDING ANY RISK MANAGEMENT GUIDELINES (AVAILABLE UPON REQUEST FOR TECH BENEFITS PROGRAM SERVICE CLIENTS), CAN RESULT IN THE LOSS OF COVERAGE OR A CHANGE IN PRICING FOR SUCH COVERAGE BY THE POLICY PROVIDER. Sequoia shall not be responsible or liable for any losses, damages, liabilities, costs and expenses resulting from failure to meet the requirements of the Policy.
    2. Sequoia. Sequoia represents and warrants to Client that the Services will be provided in a professional and workmanlike manner in accordance with general industry standards for similar services. Any warranty claim under this Section 7(b) must be made in writing within ninety (90) days after performance of the nonconforming Services.
  3. Disclaimers.
      1. To the extent Client uses any benefit administration system including, but not limited to, the Sequoia Benefits Portal, Client is solely responsible for all Client employee enrollment processing and Sequoia will not be liable for any insurance premiums, retroactive enrollments, claims incurred, tax penalties or other such related issue that may arise from Client’s use of any such system.
      2. Through the Services, including, without limitation, the Tech Benefits Program Service, Sequoia facilitates the procurement of Policies by Client if Client meets the eligibility requirements established by the Policies’ insurers pursuant to the terms of such Policies so that Client can provide benefits under an employee benefit plan that Client sponsors and maintains. Client understands, acknowledges and agrees that: (A) Sequoia is not a “plan sponsor”, “administrator” or “fiduciary” as those terms are defined in ERISA with respect to any Client-sponsored plan including, without limitation, any Policy selected by Client through the Tech Benefits Program Service, such as a Policy that has been issued by an insurer to Sequoia Tech as contract holder; (B) Sequoia shall have no other role, responsibility or liability with respect to any Client-sponsored plan including, without limitation, that of a third-party administrator; (C) with respect to any Policy that Client selects through the Tech Benefits Program Service that has been issued to Sequoia Tech, (i) Sequoia Tech does not act as a fiduciary and acts solely as contract holder, and as such Sequoia Tech will execute the applicable insurance contract with the applicable carrier as requested and will accept for addition to the contracts, and execute in accordance with such direction, any riders, endorsements or amendments to the contracts as may be supplied to Sequoia Tech; and (ii) the Tech Benefits Program Service is not an “employee welfare benefit plan” as defined in Section 3(1) of ERISA, 29 U.S.C. § 1002(1); and (D) to the extent that Sequoia provides any administrative or other services with respect to a Client-sponsored plan, (i) all such services are taken on behalf of Client and at Client’s specific direction, (ii) Sequoia shall not take on any fiduciary or other obligations as a result of such services under ERISA, or any other law, and (iii) Client shall remain solely responsible and liable for such services and any underlying obligations and shall retain complete authority for the administration of its employee welfare benefit plan within the meaning of ERISA.
  4. US Benefits Terms Updates. Client acknowledges and agrees that Sequoia may, in its sole discretion, modify or update these US Benefits Terms from time to time, and that Client should review these US Benefits Terms and any notices made available to Client periodically. When Sequoia materially changes these US Benefits Terms, Sequoia will (a) update the ‘Last Updated’ date at the top of this page and (b) notify Client’s Account Administrator via email or Sequoia People Platform notifications that material changes have been made to these US Benefits Terms. Any such changes will become effective no earlier than thirty (30) days after they are posted, except that changes addressing new Services, new functionality of existing Services, or changes made for legal reasons will be effective immediately. Client’s continued use of the Services after the date any such change becomes effective constitutes Client’s acceptance of these US Benefits Terms, as updated. If Client does not agree to any of these US Benefits Terms, including as updated from time to time, Client may not use or access the Services.