Plan Sponsor Terms and Conditions of Services
Zudura Inc., operating as Zudura Health (hereinafter “Zudura Health”) hereby agrees to render Private Health Services Plan (hereinafter referred to as “PHSP”) services at a “Cost Plus” basis, and You (“Plan Sponsor”) hereby agree to acquire registration into the Zudura PHSP Health and Dental benefit plan (hereinafter “benefit plan”) for the purposes of health and dental coverage, the description and quantity described on www.ZuduraHealth.com, on this registration site, and the Plan Sponsor Services Agreement and incorporated herein by this reference (“Services”) on the terms and conditions set forth in this Agreement.
2. SERVICE FEES
The Plan Sponsor agrees to pay the amount of registration into the Zudura PHSP and the 7% administration fee and any applicable taxes.
3. PAYMENT TERMS
The total amount of the service invoices and/or re-occurring annual fees shall be payable in full by the Plan Sponsor according to the payment terms set out herein. Any portion of the invoices unpaid past thirty (30) days shall be considered overdue. All amounts past due are subject to a late charge of the lesser of one and one-half percent (1.5%) per month (being eighteen percent (18%) per annum) or the highest lawful rate. In addition, Zudura Health shall have the right to pursue any remedies available at law or as provided herein and shall be entitled to reimbursement from Zudura Health for Zudura Health’s costs of collection, including lawyer’s fees, legal fees and costs and disbursements. In the event that your payment does not clear Zudura Health may additional service fees.
Unless otherwise agreed in writing, Zudura Inc. will receive your account information from the PHSP registration site, e-mail and/or fax and will complete the activation of the Plan Sponsor’s benefit plan.
5. LIMITED WARRANTY
Zudura Health supplies as its sole warranty the following:
Cancellation Policy: If for any reason the Plan Sponsor wishes to cancel their Private Health Services Plan (PHSP) with Zudura Health, the Plan Sponsor’s registration fee will be returned in full by cheque within 10 business days. This offer will remain in effect until such time as a Plan Member of the Plan Sponsor’s PHSP submits a health and dental plan benefit claim. Once the Plan Sponsor’s business has utilized the Plan for health and dental coverage for the first time through the submission of a health and dental plan benefit claim, the registration fee will become non-refundable.
6. DISCLAIMER OF WARRANTY/LIMITATION OF LIABILITY
ZUDURA HEALTH UNDERTAKES NO RESPONSIBILITY FOR HEALTH AND DENTAL COVERAGE TO THE EMPLOYEES OF THE PLAN SPONSOR, UNDER THE PLAN SPONSOR’S HEALTH AND DENTAL PLAN OFFERED AS AN EMPLOYEE HEALTH BENEFIT PLAN, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, AND ZUDURA HEALTH DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED.
ZUDURA HEALTH (INCLUDING ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, AND THEIR RESPECTIVE HEIRS, ALL OF WHICH ARE REFERRED TO HEREIN COLLECTIVELY AS THE “ZUDURA HEALTH AFFILIATES”) SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES TO THE PLAN SPONSOR OR ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF THE SERVICE OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE OR REPLACEMENT EQUIPMENT, FACILITIES OR SERVICES, DOWN TIME, THE PLAN SPONSOR’S TIME, LOST DATA, INJURY TO PROPERTY, OR ANY DAMAGES OR SUMS PAID BY THE PLAN SPONSOR TO THIRD PARTIES, EVEN IF ZUDURA HEALTH OR ANY OF ZUDURA HEALTH AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.
IN NO EVENT SHALL ZUDURA HEALTH OR ANY ZUDURA HEALTH AFFILIATE BE LIABLE TO THE PLAN SPONSOR OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS IN EXCESS OF THE NET PURCHASE PRICE OF REGISTRATION IN THE HEALTH AND DENTAL PLAN ACTUALLY DELIVERED TO AND PAID FOR BY THE PLAN SPONSOR HEREUNDER.
ZUDURA HEALTH OR ZUDURA HEALTH AFFILIATES SHALL NOT HAVE ANY DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS THE PLAN SPONSOR FROM AND AGAINST ANY OR ALL DAMAGES OR COSTS INCURRED BY THE PLAN SPONSOR ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR VIOLATION OF COPYRIGHTS BY ANY OF THE SERVICE.
7. FORCE MAJEURE
Zudura Health shall not be held responsible for any failure of performance to make timely delivery of all or any part of the Service, specifically of provision of health and dental coverage to the employees of the Plan Sponsor, under the Plan Sponsor’s health and dental plan offered as an employee health benefit plan, in the event such failure was due, in whole or in part, to federal, provincial or municipal action, statute, ordinance or regulation, strike or other labour trouble, fire or other damage to or destruction of, in whole or in part, the Service or the manufacturing facility for the Service, the lack of or inability to obtain raw materials, labour, fuel, electrical power, water or supplies, or any other cause, act of God, contingency or circumstances not subject to the reasonable control of Zudura Health, which causes delays or hinders the manufacture or delivery of the Service, specifically of provision of health and dental coverage to the employees of the Plan Sponsor, under the Plan Sponsor’s health and dental plan offered as an employee health benefit plan. Zudura Health shall determine in good faith the extent to which it can reasonably control a cause, contingency, or circumstance that affects the performance of its obligations.
The Plan Sponsor may not assign this Agreement without Zudura Health’s written consent. Zudura Health is the sole intended beneficiary of this Agreement. If there is any inconsistency between this Agreement and any other agreement included with or relating to the Service, specifically of provision of health and dental coverage to the employees of the Plan Sponsor, under the Plan Sponsor’s health and dental plan offered as an employee health benefit plan, this Agreement shall govern. This Agreement may not be modified, altered or amended without the written agreement of Zudura Health. Any additional or altered terms attached to any order submitted by the Plan Sponsor shall be null and void, unless expressly agreed to in writing by Zudura Health. If any term of this Agreement is illegal or unenforceable, the legality and enforceability of the remaining provisions shall not be affected or impaired. This Agreement shall be interpreted under the laws of the province of Ontario, without giving effect to conflicts-of-law rules; and in the event of a dispute under this Agreement; The Plan Sponsor submits to the exclusive jurisdiction and venue of the courts of the province of Ontario and hereby waives any objection to such jurisdiction and venue.