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Notice of Amendment to End User Services Agreement

Effective Date: January 1, 2024

PlanSource Benefits Administration, Inc. (“PlanSource”) is issuing this Notice of Amendment (the “Notice”) to you as a party to the End User Services Agreement (the “Agreement”) under which PlanSource makes the Services available to you.

The Agreement specifies that PlanSource may amend the Agreement at any time by providing this Notice with any such amendment taking effect upon delivery of this Notice. This Notice is intended to provide you with notice of such intended amendments and the commencement of the Notice period beginning as of the Effective Date written above.

Accordingly, PlanSource is hereby notifying you that the Agreement is hereby modified and amended and shall herein be deemed for all purposes between you and PlanSource to provide as follows:

  1. Sections 10.a – 10.e of the Agreement are deleted in their entirety and replaced with the below:

10. Fees and Payment.

a. End User will pay all Service fees (“Fees”) outlined in the Order. End User will provide PlanSource with valid and updated billing and invoicing data or approved purchase order information and complete and accurate billing and contact information. Services purchased under an Order Form are non-cancelable and non-refundable. The parties will execute any subsequent Order(s) for add-on Services that will supplement and co-term with the original Order. End User agrees to maintain a minimum billable lives count (the “BLC”) of users on the Platform (“Users”) during the Term (the “Minimum Count”), and PlanSource and End User will establish a baseline BLC (the “Baseline Volume”) as set forth in the Order for invoicing purposes. To allow for fluctuations in End User activity, PlanSource will monitor the number of Users on the Platform during the Term and will adjust End User’s Fees as outlined below:

 

  1. As of the Effective Date, Fees will be based on the Minimum Count set forth in the Order. After that, except as set forth in subsection (iii) below, on the first business day of every calendar quarter ( the “Current Quarter”), PlanSource will determine and set the Baseline Volume for such quarter based on the BLC as of the first business day of the Current Quarter and compare it to the Baseline Volume of the previous quarter (the “Prior Quarter”). If the BLC on the first business day of the Current Quarter is more than ten percent (10%) above the Baseline Volume during the Prior Quarter, PlanSource will (1) Increase monthly invoiced amount for the Current Quarter to reflect the increased BLC, (2) reset the Baseline Volume for the Current Quarter to reflect the BLC from the first business day of the Current Quarter, and (3) invoice End User for the portion of the BLC during the Prior Quarter that is more than ten percent (10%) above the Baseline Volume for the Prior Quarter (the “Reconciliation Invoice”).
  2. If End User’s BLC in a Current Quarter was more than twenty percent (20%) below the Prior Quarter’s Baseline Volume, PlanSource will (1) reduce the monthly invoiced amount for the Current Quarter to reflect the lower BLC, provided such number shall at no time be less than the Minimum Count, and (2) reset the Baseline Volume for the Current Quarter to be the greater of the BLC or the Minimum Count.
  3. For purposes of this Agreement, the ten percent (10%) threshold for an increase in the number of Users and the twenty percent (20%) threshold for a reduction in the number of Users shall be referred to as the “Threshold Limits.”
  4. If PlanSource invoices End User annually, the annual Fee shall be fixed in annual increments, subject to annual adjustments, the issuance of a Reconciliation Invoice, and the process set forth in subsections (i) and (ii) above. However, in such case, (1) PlanSource will determine End User’s BLC on the anniversary date of each contract year, (2) references to Current Quarter and Prior Quarter above shall be construed to mean the Current Contract Year, and the Prior Contract year, and BLC will be calculated on a contract year basis. Adjustments to annual Fees will be based on differences between annual BLC and the Baseline Volume for the prior contract year, with application of the Threshold Limits thereto.
  5. Upon termination of the Agreement for any reason, PlanSource shall conduct a final true-up of the applicable Baseline Volume against the BLC during the applicable reconciliation period (quarterly or annually) as of the effective termination date, as provided in Sections (i), (ii) and (iii) above. If applicable, PlanSource will issue a Reconciliation Invoice to End User.
  6. If the actual BLC falls within the Threshold Limits during any reconciliation period (year or quarter), no adjustment to Fees will be made for the respective year or quarter. Notwithstanding anything herein or otherwise in the Agreement, PlanSource reserves the right at any time during the Term to increase pricing if End User’s BLC is ten percent (10%) or more below the Minimum Count.

    b. All amounts invoiced hereunder that are not the subject of a written good faith dispute are due and payable upon receipt of the invoice. Unpaid invoices that are not the subject of a written good faith dispute are subject to a finance charge of one and a half percent per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection.

    c. If any amount owing by End User is 60 days or more overdue, PlanSource may, without limiting its other rights and remedies, accelerate End User’s unpaid Fee obligations so that all such obligations become immediately due and payable, suspend the Services until End User pays such amounts in full, and seek collection of all amounts past due, including reasonable attorney’s fees and costs of collections. PlanSource will give End User at least seven days prior notice that its account is overdue before suspending the Services.

    d. Notwithstanding anything set forth in this Section 10, during the first year of the Order, the pricing for the Services outlined in the Order will remain fixed. Thereafter, starting at any time during the second year of the Order and on each subsequent anniversary, the pricing will automatically increase each year by up to eight percent above the prior-year pricing. Notwithstanding the foregoing, PlanSource reserves the right to initially increase the pricing by up to ten percent over the prior-year pricing for any End User that did not receive the automatic price increase outlined in the proceeding sentence at any time during or after the second year of the Order, this Agreement, or any Prior Agreement. In such cases, PlanSource will automatically increase the pricing one-time by ten percent over the prior-year pricing and reduce the increase to six percent over the prior-year pricing in the following year and annually thereafter. Any annual price increases hereunder will be effective on the relevant anniversary date as outlined above, and any existing Order will be deemed amended for this purpose as such date. This Section 10.d shall survive the expiration of the Agreement and any Prior Agreement where End User executes a new renewal contract.

    e. Notwithstanding anything set forth in Section 10.d or elsewhere in the Agreement, PlanSource reserves the right to modify the Fees (and applicable discounts) at any time, upon notice to End User, as may be necessary to compensate for (i) changes in local, state, or federal laws applicable to the Services that impact the administration of the End User’s group health plan and that result in new features, functionality, or deliverables designed to comply with changes to applicable laws; (ii) modifications or additions to PlanSource product and service deliverable offerings; (iii) Non-PlanSource Products costs that are necessary to integrate the Non-PlanSource Product purchased by End User within the Platform (e.g., custom API); (iv) changes to carrier products, offerings, credits and discounts exclusive to End User; (v) changes in End User’s participation in any applicable carrier program; or (vi) one-time economic adjustments resulting from cost increases for infrastructure, energy, labor, and from PlanSource suppliers. Any modifications hereunder will be effective upon notice to End User and any existing Order will be deemed amended for this purpose as of the notification date.

    2. Except as specifically set forth herein, this Notice shall in no way modify, alter, or amend the remaining terms of the Agreement, all of which continue in full effect. Capitalized terms used herein but not defined herein shall have the same meaning assigned to them in the Agreement. In the case of a conflict, the terms of this Notice will control and prevail over those contained in the Agreement concerning the subject matter in this Notice.