Administrative Services Agreement

About This Agreement

This Administrative Service Agreement applies to the Wellbytes HSA service made available through the Wellbytes website, application, and related electronic sign-up forms.

This Agreement sets out how Wellbytes administers your Health Spending Account. Wellbytes processes claims and manages your account — it does not insure benefits or guarantee tax outcomes. You remain responsible for funding the plan and complying with applicable tax rules.

1. Parties

This Agreement applies between:

2. Background

Wellbytes provides electronic administrative services for Health Spending Account arrangements.

The Plan Sponsor has established, or intends to establish, a Health Spending Account for its eligible employee(s), owner-employee(s), and/or their eligible dependent(s), as applicable under the Plan Sponsor’s plan design.

Wellbytes will provide electronic administrative services for the Plan, including account setup, claim processing support, claim review, reimbursement administration, and related reporting.

Wellbytes is not an insurer, and the Wellbytes HSA is not an insurance policy. The Plan Sponsor remains responsible for establishing, funding, maintaining, and administering its benefit obligations under the Plan.

3. Pricing Model

The Plan Sponsor will select, or be assigned, one of the pricing models made available by Wellbytes at the time of electronic sign-up, quote acceptance, or plan activation. The available pricing models are summarized in the table below and described in detail in the sub-sections that follow.

A. Pay-As-You-Use Model

Under the Pay-As-You-Use model, Wellbytes charges an administrative fee only when reimbursement spend occurs.

Administrative Fee = 10% × Eligible Reimbursed Amount.

For this model:

• There is no upfront administrative fee.
• There is no recurring subscription fee.
• There is no setup, enrollment, or maintenance fee.
• There is no minimum commitment amount.
• Administrative fees are triggered only when an eligible reimbursement is processed.
• The Plan Sponsor pays administrative fees based on actual reimbursed amounts, not total headcount.
• Prefunding is not required unless the Plan Sponsor selects a budgeted deposit or other prefunding option.
• Funding may be completed through budgeted deposit or post-utilization funding, depending on the option selected by the Plan Sponsor and accepted by Wellbytes.

Clarification on Funding Options

• Although administrative fees under the Pay-As-You-Use model are charged only when eligible reimbursement spend occurs, the Plan Sponsor may still be required to provide funds in advance if the Plan Sponsor selects a budgeted deposit, monthly budgeted payment, or other prefunding option accepted by Wellbytes.
• Any such upfront or scheduled funding amounts are plan funding deposits for anticipated reimbursement activity and are not setup fees, subscription fees, enrollment fees, or maintenance fees.
• If the Plan Sponsor selects a pure post-utilization funding option, funding is requested after eligible reimbursements are processed. If the Plan Sponsor selects a budgeted funding option, funding may be collected in advance or on a scheduled basis according to the selected funding arrangement.

B. Prepaid Plan Model

Under the Prepaid Plan model, the Plan Sponsor pays an administrative fee upfront based on the Plan Sponsor’s annual funding amount and the pricing terms accepted by the Plan Sponsor.

Administrative Fee = Applicable Rate × Annual Funding Amount

For this model:

• The applicable rate is determined during sign-up, quote acceptance, or deal structuring with Wellbytes.
• The administrative fee is based on the annual funding amount, not a flat fee per company, and not a fee charged per claim.
• The administrative fee may reflect volume pricing or other pricing terms approved by Wellbytes.
• The administrative fee is billed before the applicable plan period begins, unless otherwise stated in the accepted electronic terms or invoice.
• Payment may be required annually, monthly, or otherwise as stated in the accepted electronic terms or invoice.
• Administrative fees are non-refundable once paid.
• Removing employees may reduce future funding requirements but does not generate a refund of prepaid administrative fees.
• Adding employees may require an incremental administrative fee invoice and an increased funding requirement.

C. Pricing Model Changes

The Plan Sponsor may not change its pricing model during an active plan term unless Wellbytes expressly approves the change in writing or through an accepted electronic amendment. Any pricing model change approved by Wellbytes will apply only on the effective date stated by Wellbytes. Wellbytes may change pricing for a future term by providing notice to the Plan Sponsor before the updated pricing takes effect.

4. Wellbytes Will

Wellbytes will provide online information services to the Plan Sponsor regarding the electronic setup and administration of the Plan, and will assist the Plan Sponsor with implementing the Plan electronically. Wellbytes will administer and manage the Plan electronically on an ongoing basis, including:

• Establishing accounts for eligible employee(s) and eligible dependent(s), as authorized by the Plan Sponsor;
• Receiving and processing claims submitted through the Wellbytes platform;
• Reviewing claims for compliance with applicable Plan requirements and eligible expense rules;
• Maintaining electronic claim and invoice records;
• Monitoring available plan balances and reimbursement limits;
• Providing electronic reporting and account information to the Plan Sponsor;
• Applying payments received from the Plan Sponsor toward eligible reimbursements and applicable Wellbytes administrative fees;
• Communicating electronically with the Plan Sponsor and eligible participant(s) regarding claim status, reimbursement processing, and plan administration.

Wellbytes will follow applicable privacy and health information requirements relating to the handling of personal information and claim information, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. Wellbytes’ Privacy Policy, available at https://www.wellbytes.ca/privacy-policy/, describes how personal and health information is collected, used, and disclosed.

Wellbytes will be entitled to interest earned, if any, on temporary account funds held or processed in connection with Plan administration, unless otherwise required by law or agreed in writing. This interest is retained by Wellbytes as part of its administrative compensation and is not credited to the Plan Sponsor’s account.

Wellbytes will not be liable for a claim, reimbursement, eligibility issue, tax issue, or plan administration issue caused by the Plan Sponsor’s failure to provide timely, complete, or accurate information.

Wellbytes reserves the right to suspend claim processing if required Plan funding, administrative fees, taxes, or other applicable amounts have not been paid.

5. The Plan Sponsor Will

The Plan Sponsor will:

• Establish and maintain the Plan for its eligible employee(s), owner-employee(s), and/or eligible dependent(s), as applicable.
• Ensure that the Plan is funded in a manner necessary to meet its obligations to eligible participant(s), their eligible dependent(s), and Wellbytes. If the Plan Sponsor fails to fund the Plan as required, Wellbytes is under no obligation to pay or process reimbursements.
• Pay all applicable Wellbytes administrative fees, funding amounts, taxes, and other charges in accordance with the selected pricing model, accepted electronic terms, and applicable invoices.
• Immediately update the Plan electronically when changes occur that affect the eligibility of any employee, owner-employee, or dependent.
• Authorize Wellbytes to apply payments from the Plan Sponsor’s account toward eligible reimbursements, administrative fees, applicable taxes, transfer fees, and any other amounts payable under this Agreement.
• Ensure that claims submitted under the Plan include the required supporting information, receipts, invoices, and documentation.
• Determine whether the Plan is suitable for its business, employees, and tax circumstances.
• Remain responsible for compliance with employer obligations, tax reporting obligations, payroll obligations, employment obligations, and any applicable legal or regulatory requirements relating to the Plan.

6. Claims And Reimbursements

Claims must be submitted electronically through the Wellbytes platform or through another method approved by Wellbytes. Claims must relate to eligible expenses under the Plan and must be supported by required documentation. Wellbytes may request additional information before processing a claim.

Wellbytes may decline, suspend, or delay processing where:

• Required documentation is missing or incomplete;
• The claim appears ineligible under the Plan;
• The Plan Sponsor has not funded the Plan as required;
• The Plan Sponsor has not paid applicable administrative fees or taxes;
• Eligibility information has not been updated; or
• Additional review is required.

Reimbursement is subject to available Plan funding, applicable Plan limits, participant eligibility, and completion of Wellbytes claim review. Wellbytes does not guarantee that any expense, claim, reimbursement, or Plan arrangement will receive any specific tax treatment.

7. Funding Methods

The Plan Sponsor may be offered one or more funding methods, depending on the pricing model selected and accepted by Wellbytes. Funding methods may include:

A. Budgeted Deposit

The Plan Sponsor may deposit a budgeted amount in advance to support future eligible reimbursements and applicable fees.

B. Post-Utilization Funding

The Plan Sponsor may fund reimbursements and applicable administrative fees after eligible reimbursement spend occurs, where this option is made available and accepted by Wellbytes.

C. Prepaid Funding

For Prepaid Plans, the Plan Sponsor may be required to fund the annual Plan amount, administrative fee, or other agreed funding amount before the Plan period begins, or according to the payment schedule stated in the accepted electronic terms or invoice.

8. Taxes And Fees

Federal and provincial taxes will be applied to Wellbytes fees when applicable. Payments and money transfers may be subject to transfer fees, currency conversion charges, or other banking fees as determined by the applicable financial institutions or payment service providers. These banking and payment charges are imposed by third parties and are outside Wellbytes’ control.

For questions about banking fees related to transactions with Wellbytes, the Plan Sponsor should contact its financial institution or payment service provider.

9. Renewal And Term

Unless otherwise stated in the accepted electronic terms, invoice, or written notice from Wellbytes, the Plan continues until terminated in accordance with this Agreement.

For Prepaid Plans, the default plan term is one (1) year unless another term is stated in the accepted electronic terms, invoice, or written agreement. If a Prepaid Plan renews, the applicable renewal administrative fee and funding requirements must be paid according to the renewal invoice or accepted electronic terms.

For Pay-As-You-Use Plans, there is no recurring subscription fee and no minimum reimbursement spend commitment. The Plan remains subject to funding requirements, claim processing requirements, and termination terms.

10. Termination

The Plan Sponsor may terminate the Plan by providing electronic notice to Wellbytes at contact@wellbytes.ca or through another cancellation method made available by Wellbytes.

Wellbytes may terminate or suspend the Plan if:

• The Plan Sponsor fails to fund the Plan as required;
• The Plan Sponsor fails to pay applicable administrative fees, taxes, or other charges;
• The Plan Sponsor provides inaccurate, incomplete, or misleading information;
• The Plan Sponsor fails to update eligibility information;
• The Plan is used in a manner inconsistent with this Agreement or applicable requirements; or
• Wellbytes determines that continued administration of the Plan is not commercially, operationally, legally, or administratively feasible.

Termination of this Agreement constitutes termination of Wellbytes’ administration of the Plan. After termination, Wellbytes will have no obligation to process new claims or reimbursements. Administrative fees already paid are non-refundable unless expressly stated otherwise by Wellbytes or required by law. There are no cancellation fees charged by Wellbytes; however, unpaid administrative fees, funding obligations, taxes, transfer fees, and other amounts incurred before termination remain payable.

11. Adding Or Removing Employees

The Plan Sponsor may add or remove eligible employee(s) or eligible dependent(s) electronically, subject to Plan rules and Wellbytes platform requirements.

• Under the Pay-As-You-Use model, adding or removing employees does not by itself trigger administrative fee invoicing. Administrative fees are triggered when eligible reimbursement spend occurs.
• Under the Prepaid Plan model, adding employees may require an incremental administrative fee invoice and increased funding requirement based on the applicable pricing terms.
• Under the Prepaid Plan model, removing employees may reduce future funding requirements, but does not create a refund of prepaid administrative fees.

12. Additional Reimbursement Requests

If an eligible participant’s medical expenses exceed the amount allocated or available under the Plan, the Plan Sponsor may request an increase in the available reimbursement amount or funding requirement. Any increase is subject to Plan Sponsor approval, Wellbytes processing requirements, available funding, and applicable administrative fees. Additional funding and applicable administrative fees may be required before claims exceeding the existing available Plan amount are processed.

13. Electronic Communications

The parties consent and agree to communicate electronically. Electronic communications may include website notices, platform notifications, email, electronic invoices, electronic statements, electronic claim updates, and electronic acceptance of terms. The Plan Sponsor is responsible for maintaining accurate contact information in the Wellbytes platform.

14. Entire Agreement

This Agreement, together with the applicable electronic Wellbytes HSA sign-up form, accepted pricing terms, invoices, plan settings, and any additional terms accepted electronically by the Plan Sponsor, constitutes the entire agreement governing Wellbytes’ administration of the Plan. If there is a conflict between this Agreement and a specific accepted pricing term or invoice issued by Wellbytes, the specific accepted pricing term or invoice will govern only for the conflicting pricing or payment matter.

15. Limitation Of Responsibility

Wellbytes provides administrative services only. Wellbytes does not provide legal, tax, accounting, payroll, insurance, medical, or financial advice. The Plan Sponsor is responsible for obtaining its own professional advice regarding the design, funding, administration, deductibility, tax treatment, reporting, and suitability of the Plan.

Wellbytes is not responsible for any loss, tax reassessment, penalty, interest, denied deduction, denied claim, payroll issue, employment issue, or other consequence arising from:

• The Plan Sponsor’s Plan design decisions;
• The Plan Sponsor’s funding decisions;
• Inaccurate or incomplete information provided by the Plan Sponsor or participants;
• Failure to update eligibility information;
• Failure to maintain required records;
• Failure to comply with applicable tax, payroll, employment, or benefit obligations; or
• A determination by any tax authority, regulator, court, or other authority.

16. Contact

Questions about this Agreement, pricing, funding, or Plan administration may be sent to: