Terms of Service

Common Wealth shall:

• provide and maintain a self-service Portal for the Plan Sponsor and the Plan Sponsor Members that delivers communication material on the Plan features and benefits, and detailed documentation that supports the Member enrolment process and employer payroll and data management requirements.
•  respond to, or acknowledge receipt of, the Plan Sponsor’s voicemails, e-mails, mail or faxes to Common Wealth administrators by the end of the following Business Day.
• issue an annual statement to the Member within 60 Business Days following the calendar year-end.
• make available to the Plan Sponsor Members retirement planning support tools.

The Plan Sponsor shall:

• receive notices and other relevant information by electronic communications and agree to consult the employer portal regularly.
• respond to, or acknowledge receipt of, Common Wealth voicemails, e-mails, mail and faxes to the Plan Sponsor promptly and in the case of employee payroll related data and payroll issues by the end of the following Business Day.
• support Common Wealth with the distribution of materials on the Plan to employees.
• facilitate Plan education sessions conducted by Common Wealth.

Common Wealth shall: 

• maintain a record for each individual Member, of original enrolment information including the Account Application and Declaration of Trust, transaction history details (contributions, fees, investments, withdrawals) and instructions, beneficiary designations, tax slips/receipts and annual member statements for the period required in accordance with Section 10.
• process the employer digital upload of a member information transaction file and if applicable, a payroll deduction file, in a format acceptable to Common Wealth, on the 2nd Business Day upon receiving in good order all the necessary information to be provided by the Plan Sponsor, by the 2 p.m. cut-off time (Eastern Standard Time). Requests received after the cut-off time will be processed the next Business Day.
• perform validations on file uploads to ensure proper format, verify member relationship to a participating organization and confirm completeness and accuracy of records.
• process at least 95% of the following transactions within 15 business days of receipt by Common Wealth of all the necessary information to be provided by the Plan Sponsor, the Member, or where applicable, a third party:
  • • Member withdrawals/transfers (non-Plan terminations).
    • Member withdrawals/transfer due to Plan termination.
    • Member retirement requests (withdrawals, transfers, periodic RRIF payments).
    • Death claims.
• process lump sum contributions, regular monthly contributions or transfer-in of assets for Members of the Plan within 5-7 business days of receipt of contributions/assets.
• relay the investment and reinvestment directions of Members to the custodian in the form of instructions.
• process required settlement on marriage breakdown in accordance with a court order or separation agreement.
• prepare and submit the TFSA annual information return and as applicable, RSP/RIF tax slips and receipts as per the Tax Act.

The Plan Sponsor shall:

Applicable to all employers:

• remit all Employer fees to Common Wealth.
• be liable with respect to any Employer fees owing but not received by Common Wealth.
• provide all necessary information and be responsible for the validity of the employee related membership and payroll data required by Common Wealth to perform any service to be provided in connection with the registration or administration of the Plan.
• acknowledge that personal information is collected, used, disclosed or otherwise processed or handled in accordance with applicable law.
• Confirm the information in the Plan Details form, Schedule A. This information will be used to set up the member portal with employer contribution instructions and to assist Common Wealth with the employer administration support requirements.

Applicable to all employers providing payroll deduction:

• provide all necessary Member payroll information and be responsible for the validity of the information required by Common Wealth to perform any service to be provided in connection with the payroll administration of the plan.
• deduct the correct contributions from Members’ pay and make matching contributions if applicable.
• notify Common Wealth of employee activity related to starting or terminating membership and starting or stopping unpaid leave.
• remit all contributions and Member fees to Canadian Western Trust Company in a form acceptable to Common Wealth.
• ensure all contributions and membership details are forwarded through a secure data file to Common Wealth within 3 business days of each payroll run.
• be liable with respect to any contributions owing but not received by Canadian Western Trust Company.
• endeavour to ensure that the total of contributions remitted on behalf of Members do not exceed the annual Tax Act limits applicable to RSPs and TFSAs.

Common Wealth shall:

• provide the Plan Sponsor and the Plan Sponsor Members with fund investment information and access to a suite of funds through the Portal.

The Plan Sponsor shall:

• acknowledge and consent to the selection of the investment manager(s) and annuity provider for the Plan and the investment funds and annuity products to be made available as per Schedule
• acknowledge and consent that Common Wealth may from time to time make changes in the investment funds available as part of the plan, including adding funds, removing funds, and replacing investment managers.
• acknowledge and consent that Common Wealth may from time to time make changes in the annuity products as part of the plan, including adding annuity products, removing annuity products, and replacing annuity providers.

The extent of the Services to be provided by Common Wealth is as set out in this Agreement. Common Wealth shall provide the Services in accordance with all applicable legislation and record-keeping industry best practices. Common Wealth has no other responsibilities under the Plan or towards the Members except as may be agreed to in writing.

In providing the Services, Common Wealth shall act honestly and in good faith and exercise the care, diligence and skill that would be expected of a prudent and diligent plan administrator acting in similar circumstances and shall use all relevant knowledge that it possesses or ought to possess.

As plan sponsor, the Corporation will act in the best interest of plan members when performing plan administration responsibilities. Common Wealth will act in the best interest of plan members in providing the administrative Services under this Agreement.

The liability of Common Wealth to the Plan Sponsor for any claim, whether in contract, tort or equity, arising from this Agreement or the Services provided hereunder shall be limited to the recovery of actual direct losses or damages incurred by the Plan Sponsor, the Plan, Members, former Members and the death beneficiaries or legally authorized representatives of such former Members to a maximum of two years of Employer paid fees. Common Wealth shall not be liable for any indirect, special, incidental, punitive, exemplary or consequential damages or losses, including business losses or lost profits, incurred by the Plan Sponsor, the Plan, Members, former Members and the death beneficiaries or legally authorized representatives of such former Members, which arise out of this Agreement, the Services provided hereunder to the extent that this exclusion of liability is valid under applicable law, even if the Plan Sponsor has advised Common Wealth of the possibility of same.

Common Wealth shall indemnify and save harmless the Plan, the Plan Sponsor and the Plan Sponsor’s subsidiaries, affiliates and successors and their respective directors, officers, agents and employees acting in the capacity of sponsor of the Plan, Members, former Members or the death beneficiaries or legally authorized representatives of such former Members (collectively, the “Indemnified Parties”) from and against any damage, loss, liability, judgment, costs or expense arising from any tax, penalties, claims, demands, actions or causes of action, including reasonable legal fees and expenses (collectively, “Claims and/or Losses”) which may be made or brought against the Indemnified Parties and/or which any or all of the Indemnified Parties may suffer or incur as a result of, in respect of, or arising out of Common Wealth’s negligent performance or negligent failure to perform the Services under this Agreement, as determined in accordance with the Standard of Care set forth in this Agreement.

The Plan Sponsor shall indemnify and save harmless Common Wealth and its subsidiaries, affiliates and successors and their respective directors, officers, agents and employees from and against any damage, loss, liability, judgment, costs or expense arising from any Claims and/or Losses, including reasonable legal fees and expenses, which may be made or brought against Common Wealth and/or which Common Wealth may suffer or incur as a result of, in respect of any actions taken by Common Wealth in reliance in good faith, upon any direction, notice or validity of information provided by the Plan Sponsor or the failure by the Plan Sponsor to provide information, particularly as they may relate to the administration of the Plan.

The indemnities set forth in this Section shall survive the termination of this Agreement for a period of two (2) years, provided that the party seeking an indemnity shall give prompt notice to the other party of the Claims and/or Losses for which indemnity under this Section is sought, and where indemnity is sought as a result of Claims and/or Losses by a third party, shall give the other party an opportunity, at its sole expense, to resist, defend and compromise such Claims and/or Losses and shall provide reasonable cooperation with, and assistance to, the other party as may be necessary to properly defend such Claims and/or Losses. The expiry of the indemnity shall in no way affect the Plan Sponsor right to make a claim within the limitation periods imposed by law for breach of the Standard of Care under this Agreement.

Common Wealth agrees to collect, use, and disclose personal information in accordance with all applicable laws, including applicable personal information protection laws. Common Wealth will adhere to all of the terms of the Privacy Statement. Common Wealth shall make a copy of the Privacy Statement available to Members on the Portal.

In respect of Services delegated by the Plan Sponsor to Common Wealth under this Agreement, Common Wealth agrees that it shall provide said Services in accordance with the CAP Guidelines and with Applicable Legislation. Common Wealth will, if it believes that the Plan is not being administered in accordance with the Plan provisions, Applicable Laws, or the Guidelines, advise the Plan Sponsor of that belief in writing but Common Wealth is not liable if it fails to do so.

Either party may terminate this Agreement by giving at least 180 days of written notice to the other party, or such other notice period as is agreed upon by the parties.

Notwithstanding the foregoing, this Agreement may be terminated by the either party with 30 days of written notice to the other party in the event of any of the following:

• Substantial breach of any term of this Agreement and failure to cure such a breach within 60 days of receipt of written notice
• Merger or amalgamation by either party to this Agreement
• Either party ceases or threatens to cease to carry on its business, commits an act of bankruptcy or becomes insolvent

On notice of termination of this Agreement, Common Wealth shall transfer to the Plan Sponsor all data, documentation, and other relevant records in connection with the Agreement. Common Wealth shall continue providing the services and shall be entitled to receive compensation for all service performed until the effective date of the termination.

Employer [Sponsor] fees are invoiced monthly based on the number of active plan members.  

Member fees will be paid by the Members and automatically deducted from their account or the Plan Sponsor unless otherwise indicated. Following the 12^th full calendar month after the Effective Date and at the end of each subsequent 12-month period, the membership fees and employer fees shall be increased by the CPI Increase, payable as a compounding increase.

Governing Law

This Agreement shall be construed, administered, and enforced according to the laws of the Province of Ontario and the laws of Canada applicable therein.

Unavoidable Risk

Common Wealth shall not be responsible nor liable for its failure to perform under this agreement nor for any losses to a Plan resulting from any event beyond its reasonable control.

Assignment

Any entity resulting from any merger or amalgamation to which Common Wealth may be a party while this Agreement remains in force shall thereupon become the successor to Common Wealth hereunder without further act or formality.

Any entity resulting from any merger or amalgamation to which the Plan Sponsor may be a party while this Agreement remains in force shall thereupon become the successor to the Plan Sponsor hereunder without further act or formality.

Records of Retention

Common Wealth shall retain records during the term of this Agreement and the Policy and thereafter for the period(s) stated in its retention policy, or as is required by Applicable Legislation, whichever is longer. This obligation shall survive the termination of this Agreement.

Use of Corporate Names and Logos

Common Wealth shall be permitted to use the corporate name, logos, trademarks or trade names of the Plan Sponsor and its affiliates in any promotional, marketing, informational or other material in connection with its business on a royalty-free basis as long as this Agreement remains in full force and effect, including any amendments, extensions or restatements thereto.  Common Wealth acknowledges that the corporate name, logos, trademarks, or trade names of the Plan Sponsor remain the sole and exclusive property of the Plan Sponsor and its affiliates and that it shall discontinue any use of the corporate name, logos, trademarks or trade names of the Plan Sponsor and its affiliates upon termination of this Agreement or upon receiving written notice from the Plan Sponsor in accordance with this Agreement.

Severability

If any provision of this Agreement shall be held illegal or invalid for any reason by a court of competent jurisdiction, such illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.