Terms & Conditions

BORIS APP TERMS AND CONDITIONS

These Terms and Conditions govern your participation in and use of Benefits Communication Limited’s service as delivered through the BORIS cloud based software application.

These terms (“Terms”) set out the terms of your relationship with Benefits Communication Limited (“we” or “us” or ). Please read these terms carefully as they affect your rights and obligations under the law.

If you do not agree to these Terms and Conditions, please do not register with us.

Please also see our Privacy and Data Protection Policy for information about how we collect and use personal data.

1. Definitions

In these terms and conditions the following terms shall have the following meanings:

2. About these Terms

2.1 By using the App, the Employer Portal, the Site or any other aspect of the Service you agree to be bound by these Terms.

2.2. Please note that these Terms, including the Subscription Fees, may be amended from time to time. Notification of any changes will be made by us posting new terms onto the Site. In continuing to use the Service you confirm that you accept the then current Terms in full at the time you are using it. If you do not agree to any amended Terms then you may terminate the Service and should expunge all Employee information in accordance with clause 10.The previous terms will apply pending such termination.

3. The Service

3.1. In consideration of payment of the Subscription Fees we will supply the Service to you. The Service will be provided through the App, the Employer Portal and the Site (or at such alternative website as we may specify from time to time).

3.2. Although we aim to offer the best service possible we make no promise or assurance that the Service will meet your requirements. We cannot guarantee that the Service will be fault free and while we will endeavour to update the Service regularly we provide no guarantee or warranty to that effect.

3.3. Your access to the Service may be occasionally restricted or suspended to allow for repair, maintenance or to introduce new facilities or services. We will attempt to restore the Service as soon as we reasonably can.

3.4. We reserve the right to make changes to the Service, the App and the Site from time to time without notice to enhance or modify the Service, provided that the essential functionality of the Service will not be terminated.

3.5. You accept that the Service was not designed and produced to your individual requirements and that you are responsible for selecting the Service.

4. Trial period

4.1. [We may offer a 30 day free trial to new Subscribers. This will allow you to use the Service for up to 30 days and to cancel the Service at any time during the free trial. We will send a confirmation email to you when you sign up for the free trial and we will inform you of the date by which the trial will end. If you cancel during this period we will terminate your access to the Service immediately. If you do not cancel during the free trial period and you wish to continue with the Service then you will be invited to upgrade to a paid subscription and you will be obliged to pay for at least one month’s subscription charges. You will however remain free to terminate on [one month’s notice] at any time.]

4.2. You will be able to use the Service free of charge for an initial 30 day trial period. Before the end of the trial period you will be invited to set up a direct debit in order to pay the Subscription Fees you will be required to pay if you wish to use the Service beyond the trial period. If you do not provide us with the necessary direct debit details before the end of the trial period then you will not be able to continue using the Service and all Employee information that you have input or uploaded will be expunged.

5. Subscription Fees

5.1. In consideration of the provision of the Services you agree to pay the Subscription Fees.

5.2. The Subscription Fees are £1 per Employee whose details and benefits information have been input and are available through the Employer Portal, subject to a minimum payment of £25 per month.

5.3. If you have (or only input information in respect of) fewer than 10 Employees then you shall not be required to pay any Subscription Fees for the first 12 months that you use the Service. After that initial 12 month period or if you subsequently have or input information in respect of 10 or more Employees at any time during that initial 12 month period then we will start charging you Subscription Fees immediately in accordance with clause 5.2.

5.4. We will take payment of the Subscription Fees through direct debit on a monthly basis.

5.5. If you do not wish to be charged further Subscription Fees you must terminate your subscription and expunge your Employee information in accordance with clause 9. If you do not expunge Employee information then we will continue to charge you Subscription Fees.

5.6. We may change the Subscription Fees from time to time. If we intend to change the Subscription Fees we shall notify you in advance and by continuing to use the Service you will have accepted the revised Subscription Fees and agree to pay them in accordance with the Terms.

5.7.Subscription Fees are exclusive of value added tax unless specified otherwise.

5.8. We reserve the right to charge you interest in respect of the late payment of any sum due under this agreement (after as well as before judgment) at the rate of 8 per cent per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.

5.9. We reserve the right to suspend your access to the Service pending payment and to terminate your subscription if you are more than 30 days overdue with payment.

6. Your employees

6.1. As part of the Service, provided you have given them access, your Employees can use the Employee Portal. Each Employee will require a username and password to access their Employee Portal. You are responsible for ensuring that each Employee has the relevant information and instructions to be able to set up their own Employee Portal and access it thereafter.

6.2. You must ensure that each of your Employees understands that their username and password:

               6.2.1. Should remain secret;

               6.2.2. must not be disclosed to any other person; and

               6.2.3. should be changed regularly.

We will not be liable to you or your Employees for any failure by you to provide with them the necessary guidance in respect of the Employee Portal and usernames and passwords or any failure by Employees to observe such guidance.

6.3. Subject to our data protection obligations under clause 8, we shall not be liable to your Employees in respect of any part of the Service including their ability to access the Employee Portal, the Site or the App or any personal information provided, uploaded or otherwise processed by you.

7. Your Further Obligations

7.1. In using the Service you agree (both as an organisation and on behalf of any users of the Service):

               7.1.1. To cooperate with us in the performance of the Service;

               7.1.2. To comply fully with these Terms;

7.2. You agree that you will not, in using the Service:

               7.2.1. upload any files or post or publish anything through the Employer Portal or on the Site that contain viruses, corrupted files, or malicious code or any other similar

               software or programs that may damage the operation of the Site, our computers of the computer of any third party.

               7.2.2. access the Employer Portal, App or Site using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.

               7.2.3. solicit log-in information for accessing an account belonging to someone else.

               7.2.4. do anything unlawful, misleading, malicious, or discriminatory.

               7.2.5. do anything to disable or impair the proper working of the Site, such as a denial of service attack.

               7.2.6. do anything to suggest, express or imply that statements made by you are endorsed by us.

               7.2.7. allow any person other than an Authorised User to use or borrow your Employer Portal access details.

8. Data Protection

8.1. Both parties agree that they shall comply with the Data Protection Act 1998 (“the DPA”) in relation to the Service and the Employees.

8.2. You acknowledge and agree that, subject to clause 8.4, you are the data controller in respect of your Employees personal data and we are a data processor. You are liable directly to your Employees as data subjects under the DPA and you agree to indemnify us against all costs, claims, damages or expenses incurred by us or for which we may become liable due to any failure by you or your employees or agents to comply with the DPA or any of your other obligations under this clause 8.

8.3. We shall hold and process personal data relating to your Employees to the extent necessary to ensure that we are in compliance with all statutory and regulatory requirements to which we are and/or such personal data is subject, including without limitation, any requirements of the Pensions Regulator (or any successor body).

8.4. You warrant that you have obtained all necessary consents from your Employees and your employment terms enable you to process their personal data in the manner envisaged in using the Service (including express consent in the case of sensitive personal data). Furthermore, you  warrant that you have in place an adequate privacy policy and that such policy has been made available to your Employees.

9. Termination

9.1. You may terminate your agreement with us at any time by deleting all your Employee information. If you continue to have Employee information uploaded or available through the Employer Portal then you will be deemed to be using the Service and we shall continue to charge you Subscription Fees accordingly.

9.2. If you wish to recommence use of the Service having previously terminated your agreement with us then our terms then in force shall apply to our new agreement. We reserve the right to charge you an administrative fee in respect of you recommencing use of the Service, including in relation to recovering any previously deleted data.

9.3. We may at any time suspend or terminate the Service without liability if:

               9.1.1. any Subscription Fees are outstanding for more than 30 days; or

               9.1.2. you are in breach of any other term of this agreement; or

               9.1.3. we have reasonable grounds to believe that the Service is being misused by you, any of your permitted Authorised Users or any of your Employees.

9.4 We shall not be liable to you or your Employees if any Employee information or other data is deleted following termination of the Service in accordance with clause 9.3.

10. Our Liability

10.1. Our liability in relation to this agreement will be limited as follows:-

               10.1.1.  we will not be liable for any pure economic loss or for any indirect or consequential loss such as lost data, lost profit, loss of anticipated savings, business interruption

               or lost reputation arising from the use of the Service;

              10.1.2.  we will not be liable to you for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of you

              entering this agreement other than those representations agreements statements or undertakings confirmed by our duly authorised representative in writing or expressly

              incorporated or referred to in this agreement.

              10.1.3.our liability under these Terms will be limited to the amounts paid by you for the Service.

10.2. You agree that having regard to all the circumstances including (without limit) the price payable for the Services, the purpose of the Service, the general availability of insurance, the fact that it is very difficult for us to be aware of the business risks which you face and our efforts to bring this clause to your attention the limitations and exclusions set out in clause 10.1 are reasonable.

10.3. In the event that you have a dispute with any Employee arising from their use of their Employee Portal you agree to pursue such claim or action independently of us, and you release us from all claims, liability and damages arising from any such dispute.

10.4. Nothing in these terms will exclude or limit our liability for death or personal injury arising as a result of our negligence.

11. Intellectual Property

11.1. The Employer Portal, Employee Portal, Site and App contain confidential information and proprietary intellectual property rights. All such rights including copyright, trade marks, patents and other rights in the Site and App and used in the provision of the Service are the exclusive property of Benefits Communication Limited and its licensors.

11.2. We grant you a limited licence to access and make use of the Employer Portal, Employee Portal, the Site and App, but not to download (other than page caching) or modify it, or any portion of it, except with our express written consent.

11.3. You must not:

               11.3.1. copy, reproduce, reverse compile, modify or adapt the whole or any part of the Site or the Service;

               11.3.2. save solely for the purposes expressly permitted by and in accordance with s. 296A(1) CDPA or s. 50B(2) CDPA copy adapt or reverse compile the whole or any part

                of the software which operates the Site;

               11.3.3. assign transfer sell lease rent charge or otherwise deal in or encumber the Service or software on behalf of any third party or make available the same to any third

               party; or

               11.3.4. allow more than the permitted number of Authorised Users to use or access the Service.

11.4. You must notify us immediately if you become aware of any unauthorised use of the whole or any part of the Service or any breach of our intellectual property rights by any third party and take all such other steps as may from time to time be necessary to protect our confidential information and intellectual property rights.

12. General

Neither party shall be liable to the other for any breach of its obligations resulting from causes beyond its reasonable control with the exception of payment obligations which will not be subject to this clause 12.1.

12.2. Any failure by a party to this agreement to exercise or enforce any right or to enforce any obligation of the other party will not amount to a waiver of that right and that party will remain entitled to enforce that right.

12.3. Nothing in this agreement is intended to exclude a party’s liability for fraud or fraudulent concealment.

12.4. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no rights or benefits expressly or impliedly conferred by it shall be enforceable under that Act against the parties to it by any other person.

12.5. You are not entitled to assign or otherwise transfer this agreement of any of your rights or obligations, nor are you permitted to resell, sublicense or charge the use (in whole or in part) of the Service without our prior written consent. We will be entitled to assign or transfer all of our rights and obligations under this agreement.

12.6. This agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the nonexclusive jurisdiction of the English courts.