Welcome to Thatch! This Employer Agreement ("Employer Agreement") is an agreement between Thatch Health, Inc. on behalf of itself and its affiliates Thatch Health Administration Technologies LLC and Thatch Health Insurance Services LLC and the entity registering to use the services provided by Thatch ("Employer" or "you"). This Employer Agreement applies to access and use of the products or services provided by Thatch or its partners.
This Employer Agreement is effective when you submit to open your account with Thatch and remains in effect for the term provided below.
This Employer Agreement incorporates additional agreements, terms, and policies (collectively, "Incorporated Terms") including the Thatch Platform Terms ("Platform Terms"), the HIPAA Business Associate Agreement (BAA), the Privacy Policy ("Privacy Policy"), Debit Cardholder Agreement, Banking Services Agreement and any other agreements between you and financial partners (collectively, the "Financial Partner Agreements"), the Acceptable Use Policy ("Acceptable Use Policy"), and in some cases a Term Sheet between you and Thatch. The Employer Agreement and Incorporated Terms form the entirety of the agreement governing your use of Employer Accounts. Any capitalized terms used but not defined in this Employer Agreement will have the definitions provided in the Platform Terms.
We aim to make this Employer Agreement easy to understand but please contact us if you have any questions. There are a few important items for you to note about your use of our services:
Acceptance of Terms. Your use of Thatch Services and certain Third-Party Offerings is subject to your acceptance of all the terms and conditions of this Employer Agreement including the Incorporated Terms. This Employer Agreement is a User Agreement as defined in the Platform Terms. If you do not agree to all the terms and conditions of this Employer Agreement, you may not access or use any products, services, or applications provided by Thatch.
This Employer Agreement includes terms that impact your access to services, limit our liability, waive class actions, and require you to settle disputes through arbitration. Disputes between you and Thatch will be resolved by binding, individual arbitration as described in the Platform Terms that includes a waiver of your right to participate in a class action lawsuit or class-wide arbitration.
Thatch is not a custodian, trustee, or fiduciary for your Healthcare Payments Accounts; and Thatch is not an insurer or Carrier. Other parties, including partner banks, provide these services that you can access through your Thatch dashboard. Thatch does not underwrite or issue any insurance policies but works with Carriers to provide access to Employees.
All third-party administrator services are provided solely by Thatch Health Administration Technologies LLC. All insurance brokerage services are provided solely by Thatch Health Insurance Services LLC.
Thatch does not offer medical advice or treatment. Only medical professionals can advise and determine the right courses of treatment and provide safe, appropriate, and effective treatments. IN THE CASE OF A MEDICAL EMERGENCY, IMMEDIATELY SEEK TREATMENT AT YOUR NEAREST EMERGENCY ROOM OR CALL 911.
1. Using Your Employer Account
A. About your Employer Account
An Employer Account allows you to design and administer healthcare benefits options using Healthcare Payments Accounts, administer COBRA in connection with your Healthcare Payments Accounts, designate Partners to assist with your benefits administration and with Member enrollment, and appoint other users of your Employer Account to help manage your Employer Account and benefits.
B. Opening Your Employer Account
You must create an online profile with Thatch before accessing Thatch Services and certain Third-Party Offerings and your Employer Account dashboard. Your Employer Account dashboard will allow you to input Employer and Member information and connect Financial Accounts. Your Employer Account dashboard also provides tools to design and configure Healthcare Payments Accounts before offering them to Members.
C. Managing your Benefits
You must make sure that your Employer and Member information is accurate and remains current in your Employer Account. This includes providing and keeping current each Member's contact information, including a personal email address or mailing address for all Healthcare Notices, and informing Thatch when a Member's employment terminates. You must update your Employer Account in a timely manner. If a Carrier bills for a terminated Member for the next insurance coverage period before you communicate the termination to Thatch, you are responsible for all associated costs including insurance premiums.
D. Designating a Partner
Employers can designate Partners associated with their Employer Account. Partners may create Partner Accounts and associate them with Employer Accounts, or may assist Employers with HR and benefits administration. Partners may also assist Members with selecting and enrolling in healthcare. Partners may receive compensation from Thatch for each of your Members that enrolls in healthcare using Thatch where Thatch is designated broker of record in connection with the Individual Plan. In some cases, Partners may receive Commissions from Carriers in connection with your Members.
E. Appointing Authorized Persons
Employer Accounts allow you to designate Authorized Persons. Each Authorized Person will have their own Credentials and may log in to use the Employer Account on the Employer's behalf until the Employer revokes the Authorized Person's Credentials. The Employer agrees to oversee actions taken by the Authorized Person. The Employer is responsible for any actions taken by an Authorized Person on the Employer's behalf.
F. Plan Sponsors
Each benefit plan offered through Thatch must have one Plan Sponsor. Thatch will treat the legal entity that creates your Employer Account as the Plan Sponsor on all Healthcare Notices, compliance materials, and reporting forms unless you direct otherwise during onboarding. It is your responsibility to confirm that the legal name and Employer Identification Number (EIN) that Thatch has on file for the Plan Sponsor are accurate and current.
Thatch will use the Plan Sponsor's legal name and EIN when offering financial services specified in the Financial Partner Agreements.
G. Businesses with Multiple Legal Entities
If you sponsor benefits for Employees of multiple legal entities, you may onboard each legal entity in its own Employer Account but must designate one legal entity as the Plan Sponsor, and Thatch will treat each other legal entity as a Participating Entity. A "Participating Entity" is a legal entity whose Employees participate in benefit plans sponsored by the Plan Sponsor.
If your organization includes Participating Entities, you represent and warrant that (a) each Participating Entity is related to the Plan Sponsor through common ownership or control, (b) the Plan Sponsor is authorized to act on behalf of each Participating Entity in connection with the Thatch Services, (c) the Plan Sponsor is authorized to initiate debits from any Financial Account provided to Thatch, whether the account belongs to the Plan Sponsor or a Participating Entity, and (d) if you direct Thatch to move a Member from one entity to another, whether between Participating Entities or between the Plan Sponsor and a Participating Entity, that (i) the move accurately reflects the Member's employment and (ii) you have obtained all authorizations and consents from the Member necessary to make the change, including consent to share the Member's enrollment and eligibility information between the entities. Thatch may request documentation to verify the relationship between the Plan Sponsor and any Participating Entity and may decline to permit any entity to participate if that relationship cannot be verified.
2. Plan Offerings
A. Offering Healthcare Payments Accounts to Members
Before offering Healthcare Payments Accounts to Members, you must establish Member eligibility criteria, set Healthcare Contribution Amounts, and circulate Healthcare Notices to Members.
Plan Design. Employers must design and configure their Healthcare Payments Accounts before offering them to Employees, which includes establishing (a) classes of Employees and Dependents that are eligible to participate, (b) Healthcare Contribution Amounts that are available to each class, (c) which types of expenses are eligible for purchase or reimbursable, and (d) whether unused Healthcare Contribution Amounts roll over from month to month or year to year ("Plan Design"). Thatch provides tools and resources to assist with your compliance but it is your responsibility to ensure that your Plan Design complies with the Applicable Rules based on the facts and circumstances of your business.
Healthcare Notices. After you establish the Healthcare Payments Account Plan Design, Thatch will generate Healthcare Notices on your behalf based on your Plan Design. You must review and approve your Healthcare Notices before sending them to Members, and you are responsible for their content, including confirming that they accurately reflect your Plan Design and your business. You may not use any third-party plan documents other than what Thatch has provided to you in connection with your Healthcare Payments Accounts. It is your responsibility to ensure that your Healthcare Payments Accounts and any Healthcare Notices do not conflict with any other benefits offers that you or a third-party benefits administrator may have made to your Employees or obligations owed to third parties.
Adopting Your Healthcare Payments Account. It is your responsibility to execute any Healthcare Notices requiring your signature before each plan year. You must sign a Plan Adoption Agreement to adopt the Base Plan Document and Summary Plan Description and the Section 125 Pre-Tax Premium Only Plan (collectively, the "Plan Documents"). If you do not execute the Plan Documents, then you or your Members may owe penalties or taxes on any reimbursements or payments that were made outside of your Healthcare Payments Accounts. The Plan Documents identify the benefits being provided, provide a description of any changes in benefits, provide that the Healthcare Payments Account is not insurance, describe circumstances in which a Member will be required to pay medical expenses, clarify the status of Thatch as a claims administrator and not an insurer, and outline the claims processing timing and procedures under the Healthcare Payments Account, including applicable rights afforded Members by law in the event a claim is not processed timely or is denied. It is your responsibility to send the Plan Documents to Members from your Employer Account as described below.
Inviting Employees to Thatch. Once you have adopted your Healthcare Payments Accounts, you can send Healthcare Notices to Members directly from your Employer Account. It is your responsibility to send Healthcare Notices with sufficient time before your Healthcare Payments Accounts start date and comply with any other Applicable Rules.
Enrollment Windows. For each plan year in which you offer Healthcare Payments Accounts, you may designate an enrollment window ("Enrollment Window") and an extension period ("Extension Period") during which Members may shop for and select Individual Plans. Thatch may implement a default Extension Period, which you may decline by notifying Thatch.
B. Plans Covering Multiple Legal Entities
The Plan Sponsor is responsible for creating and maintaining Healthcare Payments Accounts for employees of the Plan Sponsor and employees of Participating Entities that utilize the same benefit plans. The Plan Sponsor adopts Healthcare Notices and plan documents on behalf of all Participating Entities and Plan Design may include classes of Employees across Participating Entities. Thatch may debit a Participating Entity for Healthcare Contribution Amounts attributable to employees of such Participating Entity.
It is your responsibility to confirm that the correct legal names and EINs of the Plan Sponsor and each Participating Entity appear on your Healthcare Notices, reporting forms, and other compliance materials. You are responsible for the compliance of your Plan Design for all legal entities receiving benefits through your Plan Sponsor.
3. Employer Payments and Fees
A. Fees
Except as expressly agreed upon in a Term Sheet between you and Thatch, Employers pay fees to Thatch to administer Healthcare Payments Accounts ("Employer Fees") as specified at thatch.com/pricing, which may be updated upon 30 days’ notice. As applicable, you agree to pay minimum Employer Fees for Thatch Services and certain Third-Party Offerings regardless of the number of employees who participate in your Healthcare Payments Accounts.
B. Billing
Employer Fees are billed monthly, except as expressly agreed upon in a Term Sheet. Employer Fees do not include Healthcare Contribution Amounts committed by you under any benefit plan that you offer through Thatch. Prices exclude sales and other transaction taxes. Tax exemption documents will be required if you are exempt from sales tax.
C. Healthcare Contribution Amounts
Once you send Healthcare Notices to Members, you agree to all of the terms contained therein, including your Healthcare Contribution Amounts. Healthcare Contribution Amounts are in addition to and are not inclusive of Employer Fees.
D. Reserves and Advances
Thatch may require that you provide and may hold a Reserve up to your aggregate Healthcare Contribution Amounts in addition to any other anticipated amounts or Advances made on behalf of you or your Members ("Pre-Billed Amounts"). Pre-Billed Amounts belong to you and they are neither property of the healthcare plan nor Thatch.
In some cases, Carriers may bill for insurance premiums before or after the corresponding coverage period. When this happens, Thatch may bill the Employer for anticipated premiums up front, may bill the Employer for part of the amount billed by the carrier, or may make an Advance on your behalf to the Carrier for future coverage periods.
E. Thatch Compensation
Thatch receives direct and indirect compensation in connection with Healthcare Payments Accounts from several sources.
Administration Fees. Employers pay Thatch to administer Healthcare Payments Accounts. These administration fees are specified on our website at thatch.com/pricing or in your separate agreement between you and Thatch.
Commissions. Carriers pay Thatch Commissions where Thatch is broker of record associated with an Individual Plan. Thatch may earn Commissions directly from Carriers or indirectly through a general agent. Commissions depend on many factors including Carrier, plan type, and premium amount, and may fluctuate regularly.
Card Network Fees. Card networks pay Thatch interchange when Members pay for healthcare premiums and Qualified Medical Expenses using the Thatch Card. Interchange depends on many factors including card type, card brand, and merchant, and is set by the card networks.
4. Healthcare Payments Account Renewals
A. Automatic Renewal
By offering Healthcare Payments Accounts through Thatch, you direct Thatch to renew your Healthcare Payments Accounts for each subsequent plan year unless you provide notice at least 90 days before the annual renewal date by contacting support@thatch.com. Upon renewal, Thatch will generate updated Healthcare Notices on your behalf based on your prior plan year's Plan Design unless you modify your Plan Design before the deadline communicated to you.
You understand that each Member's participation in Healthcare Payments Accounts will renew for the next plan year unless the Member declines or modifies their election during the Enrollment Window or as otherwise permitted under the Applicable Rules.
B. Healthcare Contribution Amounts Upon Renewal
Upon renewal, Thatch may use the calculations or methodologies provided in the prior year to determine Healthcare Contribution Amounts, which may result in allowance adjustments. Affordability thresholds are subject to change due to annual IRS adjustments. It is your responsibility to review the Healthcare Contribution Amounts before the renewal deadlines communicated by email or in your Thatch dashboard. Your Healthcare Contribution Amounts become final and may not be adjusted once you confirm them in your Thatch Account, send Healthcare Notices to your Employees, or an applicable deadline passes, whichever occurs first.
5. Closing Your Employer Account
A. Notice and Continued Responsibility for Payments
You may close your Employer Account upon 90 days' notice by contacting support@thatch.com. Until the end of the termination notice period you will continue to be debited for Healthcare Contribution Amounts and Fees. You will have limited access to your Employer Account after termination, however you will not have the ability to add or remove Members or manage your Employer Account. Until your Employer Account is finally closed, any access or use is subject to this Employer Agreement you remain responsible for all Fees, Taxes, and other liabilities incurred on your Employer Account and on your Healthcare Payments Accounts.
B. Impact on Healthcare Payments Accounts
When you close your Employer Account, Members will continue to have access to their Member Accounts and you will remain responsible for Healthcare Contribution Amounts unless you terminate your benefits plan sooner in accordance with any Applicable Rules.
You must settle all Advances prior to closing your Employer Account. At our election, we may settle from either Financial Accounts or Reserves. All Fees and other amounts owed are immediately due and payable, including Member expenses made or reimbursements requested before the end of the notice period. After settlement of all outstanding obligations, any remaining amounts in a Reserve will be returned to the Financial Account you designate.
6. Compliance with Applicable Rules
A. Compliance Generally
Thatch provides tools to help you design and administer your Healthcare Payments Accounts, but you are responsible for how you use them. You are solely responsible for meeting your compliance obligations, including as they relate to your benefit plan design, benefit eligibility determinations, Healthcare Contribution Amount calculations, payroll and reporting, and notices and consents for Members. Thatch disclaims all liability arising from your failure to comply with Applicable Rules including any penalties, taxes, or claims resulting from plan design errors or failure to provide required notices.
B. ACA Compliance
Thatch may help you design Healthcare Payments Accounts with Healthcare Contribution Amounts that satisfy your obligations to offer affordable care under the ACA, if applicable. You are responsible for ensuring that your Healthcare Contribution Amounts satisfy your obligations or paying any penalties if assessed.
C. Reporting
Thatch may provide tools to help you satisfy certain reporting obligations under the Applicable Rules, including ACA reporting, ERISA reporting, CMS reporting, and PCORI reporting. You are responsible for understanding and complying with the rules that apply to your business.
D. COBRA
Thatch may assist with COBRA administration and other benefits administration services but you are responsible for understanding and complying with the rules applicable to your business, including any obligations to continue benefits or send COBRA notices after terminating employment.
7. Indemnity
You acknowledge that Thatch pays Carriers and reimburses Members using funds that you provide, and that Thatch has no obligation to make any Advances or pay Carriers for any amount on your behalf that you have not funded. If you fail to timely pay Employer Fees, Healthcare Contribution Amounts, premiums, Advances, Reserves, or other amounts when due, Carriers may terminate or decline to reinstate your Members’ and Dependents’ coverage, Members may incur medical expenses that are not covered or reimbursed, and you or your Members may owe penalties, taxes, or other amounts. These consequences are your responsibility and not Thatch’s. You waive and release the Thatch Parties from, and agree that the Thatch Parties will have no liability to you for, any loss of coverage, unpaid or denied medical claim, lost reimbursement, penalty, or other consequence of your failure to pay amounts when due.
In addition to your indemnification obligations in the Platform Terms, you also agree to indemnify and hold Thatch Parties harmless from and against all Claims brought against any Thatch Parties, and any liabilities, damages, losses and expenses (including attorneys' fees), that arise from or relate to your (a) non-compliance with Applicable Rules, (b) failure to keep information in your Employer Account current, including your list of Employees, Employee addresses and contact information, and Employee hiring and termination dates, (c) failure to provide allowances or other amounts promised to Employees, (d) incomplete or inaccurate payroll deductions for Employees, (e) failure to pay Employer Fees, Healthcare Contribution Amounts, premiums, Advances, Reserves, or other amounts when due, including any Claim by a Member, Dependent, Carrier, healthcare provider, or regulator relating to the loss, lapse, or termination of coverage, unpaid or denied medical claims, premium amounts that Thatch has paid or is obligated to pay to a Carrier on your behalf, costs to reinstate coverage, and penalties, taxes, or assessments under Applicable Rules, and (f) violation of this Employer Agreement.
8. Integration
This Employer Agreement, including the Incorporated Terms, constitutes the entire understanding of the Parties with respect to subject matter described herein. It supersedes all prior and contemporaneous understandings and agreements between you and us regarding the Thatch Services and Third-Party Offerings.
