APS Legal Agreements

These Benefits Administration Processing Additional Terms (these “Benefits Terms”) are a part of the APS Subscription Agreement, available at https://apspayroll.com/legal/agreements/subscription, and the User Terms, available at https://apspayroll.com/legal/agreements/user-terms, and are hereby incorporated into the APS Subscription Agreement and the User Terms by reference. All capitalized terms used but not defined in herein shall have the meanings set forth in the APS Subscription Agreement and User Terms, as applicable. These Benefits Terms set forth the additional terms and conditions under which APS will provide to Customer certain benefits administration processing services and other related services, such as COBRA administration processing services (collectively, the “Benefits Administration Processing Services”). In the event of any conflict between these Benefits Terms and the APS Subscription Agreement, the terms and conditions of these Benefits Terms shall take precedence. All terms of the APS Subscription Agreement and the User Terms, including without limitation all disclaimers, limitations of liability, agreements and indemnities, apply to these Benefits Terms.

• BENEFITS ADMINISTRATION SERVICES
  • Initial Setup and Additional Configuration Services. Customer agrees that any setup services and additional configuration services provided by APS with respect to the Benefits Administration Processing Services shall be indicated on an applicable Order Form and shall be subject to the Professional Services Terms, provided at https://apspayroll.com/legal/agreements/prof-services.
  • Benefits Administrator. Customer is responsible for designating an Authorized User (the “Benefits Administrator”) who is authorized to elect and manage Customer’s group health insurance policies and other employee benefit plans (collectively, the “Benefits Plans”), and which Benefits Administrator shall have access to the relevant administrative and management components of the Services in order to elect and manage such Benefits Plans, including without limitation: (i) selecting, managing and administering the Benefits Plans; (ii) preparing and distributing certain related documentation; and (iii) preparing and processing benefits-related information for payroll purposes.
  • Individual Users. Individual Authorized Users designated by Customer (i.e. Customer employees) will have access to certain portions of the Services in order to gain access to certain Benefits Plans documentation and, if applicable to the corresponding Customer account, managing enrollment (including of eligible beneficiaries) during Benefits Plans enrollment periods. 
  • APS Carrier Connections. If Customer elects the APS Carrier Connections service on an Order Form, APS, or its authorized agent(s), will electronically transmit employee data, including employee benefits enrollment data, to Customer’s carriers or other third parties authorized by Customer and the designated carriers’ systems. APS will not be obligated to transmit Customer’s data to the designated carriers if at any time Customer’s designated carriers fail to provide an ANSI 834 EDI Enrollment Implementation Format-compatible interface. Customer understands and agrees that APS is not responsible for any incompleteness, inaccuracies or any other issues regarding such data and Customer shall be solely responsible with respect thereto. If Customer requires the development of any special interfaces in order to transmit such data to the designated carriers, all work performed by APS to create such interfaces will be at APS’s then current fees for such services and shall be subject to the Professional Services Terms, provided at https://apspayroll.com/legal/agreements/prof-services. Customer is responsible for promptly reviewing all records of carrier transmissions and other reports prepared by APS for validity and accuracy according to Customer’s records, and Customer will notify APS of any discrepancies promptly after receipt thereof. In the event of an error or omission in the Carrier Connections services caused by APS, APS will correct such error or omission, provided that Customer promptly advises APS of such error or omission.
  • COBRA Administration Processing Services. The Benefits Administrator may be provided with certain services aimed at assisting Customer in transmitting information related to administering federal group health plan continuation coverage (“COBRA”) pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), and Sections 601-609 of the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”). Customer understands and agrees that APS will, as prompted and instructed by Customer via Benefits Administrators or otherwise, securely transmit certain insurance information to the COBRA provider of Customer’s choice. Customer is solely responsible for entering into a written agreement such each provider and for all COBRA administration, payment processing, notice and other requirements relating to any subject individuals. Customer is solely responsible and liable for the accuracy, completeness and legality of any and all insurance information provided to APS. 
  • No Advice. NEITHER CUSTOMER NOR ANY OF ITS AUTHORIZED USERS ARE ENTITLED TO RELY ON ANY COMMUNICATIONS MADE BY APS REGARDING THE CONTENT, DESCRIPTIONS, OR COMPONENTS OF ANY BENEFITS PLANS OR APPLICABLE LAW AND CUSTOMER AND ALL AUTHORIZED USERS UNDERSTAND AND AGREE THAT THE TERMS OF ANY BENEFITS PLANS DOCUMENTATION CONTAIN SUCH RELEVANT INFORMATION. APS DOES NOT PROVIDE LEGAL, TAX, COMPLIANCE OR ACCOUNTING ADVICE AND BY USING THE BENEFITS ADMINISTRATION PROCESSING SERVICES, CUSTOMER AND EACH AUTHORIZED USER AGREES THAT IT UNDERSTANDS APS IS NOT RENDERING ANY SUCH ADVICE AND THAT IT HAS BEEN ADVISED TO CONSULT WITH ITS OWN LEGAL AND TAX ADVISORS REGARDING THE USE OF THE BENEFITS ADMINISTRATION PROCESSING SERVICES.
  • Not a Benefits Provider. APS IS NOT A PLAN SPONSOR OR PLAN ADMINISTRATOR OF ANY BENEFITS PLANS AND DOES NOT OFFER, RECOMMEND OR ENDORSE ANY BENEFITS PLANS AS A PART OF THE BENEFITS ADMINISTRATION PROCESSING SERVICES. FURTHERMORE, APS DOES NOT MAKE ANY DECISIONS OR DETERMINE ELIGIBILITY REGARDING ANY BENEFITS PLANS, OR THAT ANY ENROLLMENT INFORMATION WILL BE PROCESSED OR ACCEPTED BY ANY BENEFITS PLANS PROVIDERS. THE DECISION TO ACCEPT ANY BENEFITS PLANS IS MADE ENTIRELY AT YOUR OWN RISK.
  • Not a Fiduciary. YOU ACKNOWLEDGE AND AGREE THAT APS IS NOT ACTING IN A FIDUCIARY CAPACITY (INCLUDING, WITHOUT LIMITATION, WITHIN THE MEANING OF ERISA’S DEFINED TERMS “PLAN ADMINISTRATOR” OR “PLAN SPONSOR”), AND SHALL IN NO EVENT BE DEEMED TO BE A FIDUCIARY WITH RESPECT TO YOU OR ANY BENEFITS PLANS. YOU ACKNOWLEDGE THAT YOU REMAIN THE FIDUCIARY OF ANY AND ALL BENEFITS PLANS PROCURED OR MANAGED THROUGH THE BENEFITS ADMINISTRATION PROCESSING SERVICES. YOU ARE RESPONSIBLE FOR REVIEWING FOR ACCURACY ALL COMMUNICATIONS, NOTICES, AND INVOICES YOU RECEIVE DIRECTLY FROM YOUR BENEFITS PLANS PROVIDERS.
  • Documentation and Funding. NOTWITHSTANDING ANY DOCUMENTATION, TEMPLATES OR INFORMATION WHICH MAY BE ACCESSIBLE ON THE SERVICES OR VIA THE BENEFITS ADMINISTRATION PROCESSING SERVICES, YOU AGREE THAT THE ULTIMATE RESPONSIBILITY FOR THE ACCURACY, COMPLIANCE WITH APPLICABLE LAW, COMPLETENESS AND TIMELY FILING OF ANY AND ALL BENEFITS PLAN DOCUMENTATION IS SOLELY YOUR OWN. YOU AGREE AND ACKNOWLEDGE THAT YOUR LEGAL COUNSEL HAS REVIEWED ANY AND ALL SUCH DOCUMENTS OR THAT YOU HAVE DECLINED TO HAVE LEGAL COUNSEL REVIEW SUCH DOCUMENTS AND THAT YOU SHALL SOLELY BEAR THE RISK WITH RESPECT THERETO. FURTHERMORE, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR FUNDING ALL BENEFITS PAYABLE UNDER EACH APPLICABLE BENEFITS PLAN AND THAT APS HAS NO FINANCIAL LIABILITY OR RESPONSIBILITY FOR THE PAYMENT OF ANY BENEFITS PLAN BENEFIT OR CLAIM.
• CUSTOMER RESPONSIBILITIES
  • Reliance on Representations. You agree that APS is entitled to rely on any representations, submissions, communications, inputs, eligibility determinations and data provided by Customer, Benefits Administrators and any Authorized Users and that APS’ provision of the Benefits Administration Processing Services require accurate, complete and timely communications and cooperation. Customer further agrees that it is Customer’s responsibility to confirm carrier enrollments on behalf of its employees. APS shall not have any liability for errors, omissions, penalties, fines, judgments or other losses incurred that result from inaccurate, mistaken or incomplete representations, submissions, communications, inputs, eligibility determinations and data provided by Customer, Benefits Administrators and any Authorized Users.
  • Errors. If you become aware of a failure, possible failure, investigation, audit, or penalty relating to any Benefits Administration Processing Services, you agree to promptly notify APS in writing and agree to cooperate in resolving any such issue. If you request that APS correct any error on your behalf, APS may attempt to do so; provided, however, that APS is not obligated to make any requested corrections, and APS is not liable for any claims or other consequences that may directly or indirectly result from APS’ attempt to correct, or failure to correct, such error.
  • Compliance with Laws. As Customer, you agree that you are solely responsible for compliance with all laws, including but not limited to the Code and ERISA, as applicable to each Benefits Plan, and make all required filings with governmental agencies, including the IRS and Department of Labor. You acknowledge and agree that you are solely responsible for determining the legal and tax status of the applicable Benefits Plan, including but not limited to compliance with the Code, COBRA and ERISA, and their respective implementing regulations and guidance, as applicable. You also acknowledge and agree that APS has no liability should any contributions to a Benefits Plan be made in excess of limits established under applicable law (including, for example, rules and regulations set forth by the IRS).
  • No Protected Health Information. You agree not to provide APS with protected health information within the meaning of 45 C.F.R. Section 160.103.
  • Indemnification. Customer agrees that APS shall have no liability and Customer shall indemnify, defend and hold APS harmless against any Claim to the extent arising from (i) incorrect, untimely, and otherwise non-compliant provision of information to APS in connection with the Benefits Administration Processing Services, or (ii) any breach by Customer of this Section 2.