Wellness Bundle Terms & Conditions
These Terms & Conditions (these “Ts&Cs”) are incorporated by reference into the Wellness Bundle Order Form (the “Order Form”) by and between Sequoia Benefits and Insurance Services, LLC, d/b/a Sequoia Consulting Group, a California limited liability company (“Sequoia“), and the Client identified in such Order Form. All capitalized terms used in these Ts&Cs 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 Ts&Cs and any other agreements identified in the Order Form. In case of conflict, the order of priority of governing terms is (i) the Order Form, (ii) these Ts&Cs and then (iii) the other agreements identified in the Order Form.
- Wellness Vendors
The current Wellness Vendors and applicable terms of service or other policies (“Vendor Policies”) that such vendors require are below. Wellness Vendors are subject to change, as provided in the Order Form. Wellness Vendors may change their Vendor Policies as may be determined by such vendors.
- Client Data
- Client hereby grants Sequoia a worldwide, non-¬exclusive, royalty-¬free license to use, copy, access, process, reproduce, perform, display, modify, distribute and transmit data and other content provided by Client or its employees to Sequoia pursuant to the Agreement (“Client Data”) to assist applicable Wellness Vendors in providing the Wellness Bundle Services to Client. Client agrees that it shall have sole responsibility and liability for (i) acquiring any and all authorization necessary for use of Client Data as contemplated by the Agreement; (ii) the completeness and accuracy of all Client Data and other materials provided to Sequoia by Client pursuant to the Agreement; (iii) timely providing information as requested by Sequoia in order to provide the requested Services; and (iv) ensuring that Client Data does not infringe, violate or misappropriate any patents, copyrights, trademarks, trade secrets, or any other intellectual property rights or proprietary rights of any third party. Client acknowledges and agrees that anonymized compilations and analyses of Client Data (“Derivative Data”), Derivative Data that is combined with data from other clients, and evaluations, benchmarking tests, studies, analyses and other work product all shall constitute Sequoia’s intellectual property.
- Client will provide to Sequoia lists of Employees and such other information as Sequoia reasonably requests (“Employee Information”) to make the Wellness Bundle Services available to Client’s Employees. Client will provide current Employee Information in a report (the “Employee Data Report”) no less frequently than on a weekly basis. Client acknowledges and agrees that the Wellness Bundle may not be available if Client does not provide Employee Data Reports when and how requested by Sequoia. New Employees will become eligible for Wellness Bundle Services after their Employee Information is provided in an Employee Data Report and such information is provided by Sequoia to the applicable Wellness Vendors.
- Client acknowledges and agrees that Employee Information only for then-current employees may be included in each Employee Data Report. Client further acknowledges and agrees that any individual, including without limitation its former employees, not included in Employee Data Report or who should not be included in the Employee Data Report, will not be eligible for Wellness Bundle Services.
- Client acknowledges that not every Employee will be eligible to use a particular Wellness Vendor’s services based on such Wellness Vendor’s own policies. In addition, Client acknowledges that access to One Medical services may depend on (i) an Employee’s choice of medical insurance carrier and/or (ii) where an Employee resides and the location of One Medical locations, as may be determined and changed from time to time in One Medical’s sole discretion. Such Employee is referred to herein as an “OM Ineligible User.” Notwithstanding the foregoing, Services Fees for the Wellness Bundle selected by Client is based on Client’s number of Employees, and the invoices and payment obligation for the Services Fees will not be adjusted if certain Employees are not able to access One Medical services.
- Term and Termination
- The Initial Term of the Agreement is set forth in the Order Form. Subject to Sequoia’s agreement to continue providing Services to Client, the Initial Term will automatically renew for additional one-year terms (“Renewal Term(s),” and the Initial Term and Renewal Term referred to herein as “Term”), beginning on the first day following the Initial Term unless Client provides written termination notice to the other not less than ninety (90) days prior to expiration of the Initial Term or subsequent Renewal Terms (the “Renewal Deadline”). In the event Client terminates the Agreement, Client shall remain obligated to pay Sequoia an amount equal to the fees payable for the month prior to termination multiplied by the number of months remaining after the month of termination.
- As provided in the Order From, (i) if Client is a client of Sequoia’s benefits consulting services (“Benefits Services”), in the event Benefits Services cease, the Agreement shall automatically terminate effective the last day of the month in which Benefits Services terminate and (ii) if Client is a client of Sequoia One PEO, LLC services (“PEO Services”), in the event PEO Services cease, the Agreement shall automatically terminate as of the effective date of termination of PEO Services.
- In addition to the foregoing, either party may terminate the Agreement upon thirty (30) days written notice of a material breach of the Agreement (including without limitation a material breach of any Business Associate Agreement between the parties) by the other party if such breach is not cured within the thirty (30) day notice period. Notwithstanding the foregoing, Sequoia may terminate the Agreement without further notice if Client is more than ten (10) days past due on any amount payable pursuant to the Agreement.
- Client agrees to pay or provide for the compensation of Sequoia for Services during the term of the Agreement as set forth in the Order Form. Client will pay Sequoia within 30 days after receipt of a correct invoice. Any amount not paid by Client when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the highest permissible rate under applicable law, whichever is less, until paid in full. Client shall provide Sequoia with such information as may be required for Sequoia to be able to invoice and process payments in connection with the Services.
- Client may dispute fees charged by Sequoia only if Client provides written notice to Sequoia within 30 days after payment. Such notice shall provide sufficient details describing the basis of Client’s disagreement with the fees charged pursuant to the Agreement.
- After the Initial Term, Sequoia may increase any fees indicated herein for any subsequent Renewal Term, provided that Sequoia provides Client with notice of such price increase at least thirty (30) days prior to the Renewal Deadline.
- One Medical Group Services. If Client has purchased a bundle set in which One Medical is included as a Wellness Vendor, this Section 6 shall apply.
- On or before July 31 and January 31 of each Term, Sequoia will notify Client whether Client is entitled to receive a credit against future Wellness Bundle Services Fees (the “Ineligible User Credit”) based on OM Ineligible Users. The Ineligible User Credit will be equal to the number of OM ineligible Users in each month multiplied by $4.00.
- The notice that Sequoia provides to Client on or before July 31 is referred to herein as the “July Report,” and the notice that Sequoia provides to Client on or before January 31 is referred to herein as the “January Report.” The July Report shall notify Client of the Ineligible User Credit that relates to the number of OM Ineligible Users reported by One Medical to Sequoia for the months of January, February, March, April, May and June that immediately precede the July Report. The January Report shall notify Client of the aggregate Ineligible User Credit that relates to the number of OM Ineligible Users reported by One Medical to Sequoia for the months of July, August, September, October, November and December that immediately precede the January Report.
- The number of Ineligible Users is provided by One Medical Group to Sequoia, and neither Sequoia nor Client may challenge the determination of such number of Ineligible Users made by One Medical Group.
- The Ineligible User Credit reflected in the July Report shall be applied by Sequoia to any invoice for September of the same year. If the credit is greater than the amount of the invoice, any remaining credit balance shall be applied to successive invoices until no balance remains. Similarly, the Ineligible User Credit reflected in the January Report shall be applied by Sequoia to any invoice for March of the same year. If the credit is greater than the amount of the invoice, any remaining credit balance shall be applied to successive invoices until no balance remains.
- Sequoia shall not be required to remit payment to Client for any Ineligible User Credit, and if the Agreement has terminated for any reason, Client shall not be entitled to receive a cash payment for the Ineligible User Credit or to apply such credit to any other amounts due to Sequoia.
- System Integration. If Sequoia determines that Client’s systems are not adequately integrated to allow for automated eligibility file transmissions to Sequoia, then this Section 7 shall apply.
- Client acknowledges and agrees that Client’s access to the Wellness Bundle Services is conditional upon Client providing all information and/or documentation requested by Sequoia, which may include, without limitation, employee information and plan documents, in a comprehensive, timely and accurate manner and the Wellness Vendors accepting such information and/or documentation, as further set forth in Section 3.
- For the first three (3) months of the Initial Term or such other date specified by Sequoia, Sequoia shall use the Employee headcount in Client’s first Employee Data Report to calculate the Services Fees.
- Client acknowledges and agrees that until system integration is complete, certain Wellness Bundle Services and/or certain features of the Wellness Bundle may be unavailable to Client.
- If system integration is not completed within ninety (90) days of the effective date of the Agreement, Sequoia shall have the right to terminate the Agreement effective immediately with no further obligation or liability on Sequoia. Upon the termination of the Agreement, Client shall remain obligated to make payment of any unpaid invoices owed to Sequoia.