Terms of Service
This agreement (“Agreement”) summarizes the work EZTPA, LLC (“EZTPA” or “we”) will perform, outlines our fees and billing procedures, and notifies you of your responsibilities under our engagement. By accessing and using our website at www.EZTPA.com (“Website”), you agree to be bound by this Agreement and all of its terms without change.
I. Our Services
EZTPA will provide to you a signature-ready IRS pre-approved prototype defined contribution Adoption Agreement, base plan document, and IRS opinion letter based on the information that you, or your authorized representative, included in the webform provided to EZTPA via our Website. Additionally, we will provide to you a Salary Reduction Agreement Form, should you desire to make pre-tax deferrals or Roth 401(k) contributions, as well as hardship withdrawal and general distribution forms. The Installation Fee for this service is $299, paid upon engagement by the Plan Sponsor.
Additionally, EZTPA will provide you with all applicable mandatory interim amendments, as necessary. EZTPA also provides you with an online library to enable you to maintain required documentation, as well as access to an online client contact center in the event that you have questions or require assistance. The annual fee for these additional services is $99.95, and will be charged prospectively beginning with the initial engagement of EZTPA.
II.Services We Do Not Perform
A. Accounting and Legal Services. EZTPA is neither a law firm nor a public accounting firm. We are not responsible for, and nothing that we communicate to you should be construed as, legal advice or opinions regarding the Plan or your obligations under the Plan. Furthermore, we are not responsible for the Employer’s accounting decisions as they relate to the Plan.
B. Fiduciary Services. You are responsible for all discretionary decisions relating to the Plan.EZTPA and its employees are NOT fiduciaries of the Plan and Trust, nor are any of them the Administrator of the Plan as that term is defined in ERISA.
C. Investment Services. EZTPA does not provide investment advice to you. We also do not invest trust assets, value trust assets, or prepare trust accountings. We do not monitor investment performance or the performance of investment managers or advisors
D. Service of Process. You will act as the agent for service of legal process for the Plan.
E. Monitoring the Value of Plan Assets. . If the value of assets of the Plan is less than $250,000, you are not required to file a Form 5500-EZ. However, you will be responsible for monitoring when the value of the assets in the Plan exceeds $250,000. At that time, you must file a Form 5500-EZ with the IRS on an annual basis. We can be engaged by you to prepare this filing and we will provide you with instructions on how to accomplish this filing when we provide you with the form.
III. What You Agree To Do
You agree to provide EZTPA with the completed CHECKLIST in order for EZTPA to prepare your Plan documents. Once the Plan documents are drafted based on the information you provide, you agree to review the document to ensure that it meets your requirements. You may want to have your legal counsel or tax advisor review the documents prior to signature.
You agree to return a signed and dated copy of the Plan document to EZTPA once it is completed. You are responsible to maintain signed and dated copies of all Plan documents at all times.
As a fiduciary, you are responsible for monitoring the performance of anyone providing services to the Plan, including EZTPA. You must review the reports or other items prepared for you on a regular basis.
IV. Fees, Billing Procedures, and Collections
We charge our Installation Fee upon our initial engagement. This may be paid via credit card or PayPal via our Website.
The annual fee will be charged to your credit card automatically as of the anniversary of the original engagement of EZTPA. If the method of payment on file with EZTPA is no longer valid and we are unable to charge the annual fee, you will be notified via email and will have 10 business days to update your account with a valid credit card or payment option. Failure to pay the annual fee by the end of this 10 business day period will result in the cessation of all services provided by EZTPA. After the 10 business day grace period, you may contact EZTPA to reinstate this Agreement and pay the delinquent annual fee. We will not be responsible for any adverse consequences experienced by you due to the lapse in service after the grace period including, but not limited to, any penalties, sanctions, taxes, fees, or other charges
We may change our fees at any time by providing you with an updated Agreement at least 60 days in advance of the effective date of the change via email.
Subject to legal rules prohibiting payment of fees related to “settlor functions” and prohibited transactions, the fees charged pursuant to this Agreement may be paid by the Plan or the Plan Sponsor.
V. Security Management and Confidential Client Information
All data, records, and information concerning the Plan provided by you or on your behalf to EZTPA in connection with this Agreement, other than information that is either in the public domain, obtained from third parties, or which is otherwise developed by EZTPA shall be considered “Confidential Client Information.” EZTPA has reasonable safeguards to protect against the disclosure or misuse of Confidential Client Information that is in EZTPA’s care or custody. EZTPA will protect the Confidential Client Information with the same degree of care that it uses to protect and safeguard EZTPA’s own like information, but not less than the degree of care that would be exercised by a prudent person given the sensitivity of the Confidential Client Information.
In addition, we may from time to time, and depending on the circumstances, sub-contract with third party providers to assist in the administration of the Plan. Under such circumstances, we may share Confidential Client Information with these third-party service providers. EZTPA will use reasonable efforts to ensure that each of the sub-contracting third parties have appropriate procedures in place to prevent the unauthorized release of Confidential Client Information to others.
EZTPA will use reasonable efforts to notify you upon the discovery of any unauthorized disclosure of Client Confidential Information and will reasonably cooperate to help regain such Client Confidential Information and prevent its further unauthorized disclosure.
You agree as part of this Agreement to indemnify and hold harmless EZTPA from and against any and all claims, losses, damages, liabilities, costs, and other expenses of any kind whatsoever (including all reasonable attorneys’ fees and collection or court costs) arising from or in connection with the operation of the Plan or the rendering of plan-related services by the Employer, the Plan Administrator, or any third party. Naturally, this indemnification does not include claims, losses, damages, liabilities, costs, and expenses attributable solely to any gross negligence or willful misconduct by EZTPA in the performance of our responsibilities under this Agreement.
While we make every effort to provide error-free work, subject to the limitations of Section VII below, we will correct any error that we have caused at no cost to you. We agree as part of this Agreement to indemnify and hold harmless the Employer and the Plan from and against any and all claims, losses, damages, liabilities, costs, and other expenses of any kind whatsoever (including collection or court costs) (collectively “Claims”) arising from or in connection with the operation of the Plan or the rendering of plan-related services by EZTPA, to the extent that such Claims are attributable solely to gross negligence by EZTPA in the performance of our responsibilities under this Agreement.
You also agree to pay our normal hourly rates and copying costs if EZTPA is called to testify or give documentation in regard to any lawsuit or governmental investigation or process in relation to the Plan in which you and we are not adverse litigants, whether or not we are named as a party, and whether or not we are still engaged to perform services for you.
The provisions of this Section VI shall survive the termination of this Agreement.
VII. Liability Limitation
You agree as part of this Agreement that EZTPA shall have no liability to you (or anyone claiming through you or in your name) in connection with any service provided by EZTPA except to the extent that EZTPA has engaged in gross negligence.
Notwithstanding anything else in this Agreement or otherwise, EZTPA shall not be liable or obligated with respect to the cost of procurement of substitute services, technology, or rights or for the interruption of use or loss or corruption of data or for any breach of cybersecurity that occurs despite our best efforts at maintaining the security of our computer files, as
discussed in Section V above. Further, EZTPA shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever in any way due to, resulting from, or arising in connection with any of the services or the performance of or failure to perform obligations under this Agreement. This disclaimer applies without limitation to claims arising from the provision of the services or any failure or delay in connection therewith; to claims for lost profits; regardless of the form of action; and regardless of whether such damages are foreseeable or whether EZTPA has been advised of the possibility of such damages. The provisions of this section shall survive the termination of this Agreement.
VIII. Statute of Limitations
No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement after one (1) year from the date on which EZTPA engaged in the conduct (or omitted to engage in the conduct) that caused the purported damage to the Employer or the Plan, regardless of the nature of the claim or form of action, whether in contract, tort (including negligence) or otherwise; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement. Any statute of limitations in relation to fiduciary duties shall be determined in accordance with ERISA.
If any part of this Agreement is determined to be invalid, the part in question shall not affect the validity of any remaining parts of this Agreement, which shall remain in effect as if this letter had been executed with the invalid part eliminated.
X. No Assignment or Delegation
Except as otherwise provided for in this Agreement, neither EZTPA nor you may assign this Agreement in whole or in part, without the other’s prior written consent. However, your consent shall not be required where an entity becomes an assignee due to the purchase of substantially all of EZTPA’s assets or by virtue of being the successor to EZTPA’s business (whether by merger, consolidation, stock sale or otherwise).
XI. Modifying this Agreement
This Agreement represents the entire agreement between you and EZTPA, and any prior written or oral agreements are no longer valid. The Agreement between you and EZTPA represented by this Agreement may be modified from time to time. You will be provided with a copy of the updated Agreement via email 60 days in advance of the effective date of any change made. Your continued use of our Website and payment of the annual fee constitutes your express consent to this Agreement and any future modifications.
XII. Terminating this Agreement
This Agreement may be terminated at any time with the express mutual agreement of both EZTPA and you. UZTPA reserves the right to terminate this Agreement upon the expiration of 60 days of advanced written notice.
EZTPA will provide electronic copies and send any documents to your new service provider upon request and prepayment of the costs of doing so. However, no documents will be provided while there are fees outstanding.