Employer services terms

These terms apply when a company ("you", the "Employer") engages Malta Insurance Services, LLC ("Malta") for employee benefits services. They form one agreement with the order form or broker-of-record letter you sign (the "Order"). If the Order conflicts with these terms, the Order controls. The Business Associate Agreement in section 7 is part of this agreement.

The services are those in the Order, which may include:

• Benefits strategy and plan design, marketing your plans to carriers, and renewal negotiation.
• Acting as your broker of record with the carriers named in the Order.
• Enrollment support and employee communications.
• Ongoing member support: licensed advisors who help your employees and their families understand and use their benefits, including claims, bills and coverage questions.
• Guidance on individual coverage HRAs (ICHRA) or other arrangements, if the Order includes them. Any administration of those arrangements is done by the administrator named in the Order.

Malta is not a carrier, a third-party administrator or a law firm, and does not provide legal, tax, actuarial or accounting advice. Carriers and plan documents determine what is covered; if anything we say differs from a plan document, the plan document controls. Projections, models and benchmarks we prepare are estimates, not guarantees of future cost.

• You, as plan sponsor and plan administrator, make the decisions about your plans, including which plans to offer, contributions and eligibility, and you remain responsible for your fiduciary duties under ERISA and other law. Malta advises; it does not act as a fiduciary unless the Order says so in writing.
• You give us accurate and timely census, eligibility and plan information, and tell us promptly about hires, terminations and qualifying events. We rely on it, and are not responsible for errors caused by inaccurate or late information.
• You remain responsible for legally required notices, filings and continuation coverage (such as SBCs, Form 5500, ACA reporting and COBRA) unless the Order assigns a specific task to Malta.
• You send census and other employee data to us only through the secure methods we provide, not by regular email.

Before you sign, we give you a written disclosure of all compensation we expect to receive in connection with your plans, as the Consolidated Appropriations Act requires, and we update it if it changes. In general:

• Commissions from carriers, which vary by carrier, product and premium, paid directly or through a general agent.
• Any consulting or advisory fees in the Order, which replace or add to commissions as the Order states. Fees are invoiced and due within 30 days, and we assume they are not paid from plan assets unless you tell us in writing.
• Any bonus, override or other indirect compensation, including non-cash compensation, disclosed in dollar amounts or as a formula.

We do not receive compensation from carriers that depends on which plan your employees choose unless we have disclosed it to you.

Your employees' conversations with a Malta advisor are confidential. Malta will not give you individual employees' health information, the questions they ask us, or what they tell us about their health or families.

We may give you what you need to administer the plan, such as enrollment status and plan elections, and reports that do not identify individuals. For an ICHRA, we may confirm that an employee has qualifying coverage and the amounts reimbursed, as the law requires to verify coverage.

You agree not to ask Malta for individual health information, and not to use any information from Malta for employment decisions.

Each of us will keep the other's non-public business information confidential and use it only for this agreement. Malta protects employee data with administrative, technical and physical safeguards, including encryption in transit and at rest, access limited to people who need it, and vendors bound by contract. We share our security documentation on request.

When Malta creates, receives, maintains or transmits protected health information for your group health plan, Malta acts as the plan's business associate. The Business Associate Agreement attached to the Order governs that information, including permitted uses, safeguards, subcontractors, breach notification, and return or destruction at the end of the relationship.

This agreement starts on the date in the Order and continues until either of us ends it with 30 days' written notice, or as the Order states. Carriers may require a new broker-of-record letter to change your broker. When it ends, we will help transition your plans to your new broker and return or destroy your data as the Business Associate Agreement requires.

Neither of us is liable to the other for indirect, incidental, special or consequential damages, or lost profits. Each party's total liability under this agreement is limited to the compensation Malta received for your plans in the 12 months before the claim. These limits do not apply to breaches of confidentiality or of the Business Associate Agreement, to a party's gross negligence or wilful misconduct, or to amounts that cannot be limited by law. Malta is not responsible for carriers' decisions, including underwriting, pricing, claims or coverage.

This agreement is governed by the laws of Delaware, and disputes will be decided by the state or federal courts there. Neither of us may assign it without the other's consent, except to a successor in a merger or sale. Notices go to the contacts in the Order, and to Malta at 2261 Market Street STE 33206, San Francisco, CA 94114, with a copy to privacy@withmalta.com.