Terms

Last updated: June 2013

This document together with the other documents expressly referred to in it constitute the terms and conditions on which we supply any of the services described on our website to you. Please read it carefully before placing your order. You should understand that by ordering any of our services you agree to be bound by these terms and conditions. We recommend that you should print a copy and retain for future reference.

Definitions

• VRL means Veritas Rewards LIMITED whose registered office is at 5a The Forum, Minerva Business Park, Lynch Wood, Peterborough PE2 6FT Company Number 0756657.
• "the client" means or refers to the company, firm or individual placing the order via our online application form.

WHEREAS

The Client wishes to appoint Veritas Rewards Limited (VRL) and its partner product providers, to provide employee benefit services in return for payment by the Client of the charges.  All services and responsibilities specific to those services (the Services) together with the relevant charges are detailed in Appendix 1.

AGREED TERMS

1. COMMENCEMENT AND DURATION
   This Agreement shall commence on the commencement date and, subject to early termination in accordance with Clause 11.1, shall continue for a period of 12 months (the Initial Period) until terminated by one of the parties in accordance with Clause 11.2 of this Agreement.
   
   
2. OBLIGATIONS
   2.1 VRL and its partners will provide all services and will perform them by using appropriately qualified and trained personnel in a professional and workmanlike manner with due care and diligence and to the highest standards of quality as is customary in the industry, all applicable specifications, and the terms and conditions of this Agreement, and in accordance with all applicable professional standards for the field of expertise.
   2.2 Without prejudice to any of the parties other obligations under this Agreement, each of the parties agrees at all times to work with the other in good faith and to promptly provide all such assistance as the other party may reasonably require from time to time.
   2.3 Provided that VRL and its partners has complied with its obligations under Clause 2.1, the Client will use all reasonable endeavours to publicise the employee benefit services widely and effectively amongst its employees and in particular will take all reasonable steps to ensure that the intranet  secure portal websites that are promoting the Services are made known to each qualifying employee.
   
   
3. INTELLECTUAL PROPERTY
   3.1 All Intellectual Property shall at all times remain the property of the party supplying the Intellectual Property or its licensors. Any Intellectual Property supplied to the other party  must not be copied, disclosed or used (in whole or in part) except for the purpose for which they are supplied as expressly set out in this Agreement without the prior written consent of the other party.
   3.2 Both parties hereby grant to each other a non-exclusive, transferable, royalty-free licence to use the Intellectual Property for use in onward providing the services under this Agreement but for no other purpose.
   3.3 Subject to the limitations and exclusions of Clause 6, both parties agree to  indemnify the other against all claims and proceedings brought by a third party arising from the infringement of any Intellectual Property of that third party by reason of the other’s use of the Intellectual Property pursuant to this Agreement.
   
   
4. CONFIDENTIALITY
   4.1 For the purposes of this Clause 4, confidential information means all information relating to any employee of a party or any other information which constitutes personal information (as defined in the Data Protection Act 1998) and all information the disclosure of which would or would be likely to prejudice substantially the commercial interests of any person including trade secrets.
   4.2 Neither party will without the prior written consent of the other party, disclose to any third party any confidential information of the other party which is marked as confidential or is deemed to be confidential by its nature and which is given to or obtained by the receiving party while this Agreement is in force.  These obligations will not apply to information which is already in or comes into the public domain other than through a breach of this Agreement or is already known to the party concerned at the date of its receipt or is independently developed, generated or discovered by the party concerned without reference to the confidential information disclosed under this Agreement.  The obligations in this Clause 4 will survive the termination or expiry of this Agreement.
   
   
5. CHARGES AND PAYMENT
   5.1The Client will pay to VRL the charges in Schedule 1 and will pay all sums owing within 7 (7) days from the date of the invoice.  All sums will be invoiced and be paid in pounds sterling, exclusive of value added tax which shall be payable in addition.  If any amount due to be paid under this Agreement is not fully paid on the due date for payment, the unpaid amount shall carry interest at the rate of two per cent (2%) per calendar month above the Barclays Bank plc base rate.
   
   
6. INDEMNITY
   6.1 Nothing in this Agreement is intended to limit or exclude the liability of any party for any death or personal injury caused by the negligence of that party, or under Part 1 of the Consumer Protection Act 1987, or for any other matter in respect of which liability cannot lawfully be limited or excluded.
   6.2 Neither party is liable to the other under this Agreement in contract, tort (including negligence) or otherwise for loss (whether direct or indirect) of business, revenue or profits, anticipated savings or wasted expenditure; corruption or destruction of data; or for any indirect or consequential loss or damage whatsoever.
   6.3 The Client accepts full responsibility for the accuracy of all information it provides to  VRL and it’s partners for the purposes of running the services, and indemnifies VRL and its partners in full against any and all liability should such information be found to be inaccurate.
   6.4 Subject to Clauses 6.1 to 6.3 above, each party’s aggregate liability under this Agreement whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise for any  damage or direct loss howsoever caused in respect of any year during the continuance of this Agreement will be limited to the charges payable to VRL pursuant to this Agreement during such year. 
   
   
7. WARRANTIES
   7.1 Each party warrants and undertakes that it has the power to enter into this Agreement and has obtained all necessary consents to enable it to do so and that it has and shall at its own cost ensure that it has obtained all necessary rights to be used by it in providing the Services detailed in this Agreement.
   7.2 The Client warrants that as between the Client and VRL and its partners it is responsible in respect of any tax due in relation to the services whether from the Client or its employees or former employees in relation to the services
   7.3The Client warrants that it will be responsible for all tax matters surrounding the use of salary sacrifice and other services as between itself, its employees and HMRC.
   
   
8. MATTERS BEYOND EITHER PARTY'S REASONABLE CONTROL
   If either party is unable to perform any obligation under this Agreement because of a matter beyond its reasonable control including but not limited to lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving its employees), or acts of local or central Government or other competent authorities or telecommunications providers, it will have no liability to the other party.
   
   
9. AMENDMENTS
   Where the parties agree a change to this Agreement it will be recorded in writing and signed by both parties, which will then form part of this Agreement.
   
   
10. ASSIGNMENT
    Neither party may assign or transfer any rights or obligations under this Agreement, without the prior written consent of the other party.
    
    
11. TERMINATION
    11.1 Either party may terminate this Agreement forthwith on written notice to the other (a) if the other party commits a material breach of this Agreement which is capable of remedy, but fails to be remedied within thirty (30) days of written notice from the other requiring remedy of the breach; or
    (b) if the other party commits a material breach of this Agreement which is not possible to remedy; or
    (c) if the other party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of creditors or if any of the other parties assets are the subject of any form of seizure, or if the other party goes into either voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or if a receiver or administrator is appointed over the other party's assets.
    11.2 Either party may terminate this Agreement by giving the other party three (3) months notice in writing at any time after the Initial Period. The duration of the agreement is for a minimum 12 months subscription and all outstanding payments for products must be paid in full before termination. In the event that a client terminates their subscription whilst products or services remain due for delivery pursuant to the employee benefit services provided by VRL the client shall continue monthly subscriptions until the end of the procurement contract.
    11.3 VRL reserves the right to charge clients directly should a client change their accountant during the procurement of goods.
    
    
12. CONSEQUENCES OF TERMINATION
    12.1 The termination of this Agreement shall be without prejudice to the rights of the parties accrued up to the date of such termination or to the survival of those rights and obligations of the parties which are by their nature intended to survive termination of this Agreement.  All provisions of this Agreement which are expressly or impliedly intended to remain in force after termination of this Agreement shall remain in full force and effect.
    12.2 The Client shall forthwith pay to VRL and its partners any amounts outstanding from the Clientwithout limitation.
    
    
13. LAW AND REGULATORY MATTERS
    If VRL is required by law or regulation to modify the Services, then VRLreserves the right to do so and will notify the Client as soon as reasonably practicable of any such modification.  The delay or failure by a party to perform any of its obligations under this Agreement which is caused by or materially contributed to by a restriction of a legal or regulatory nature which affect, wholly or partly, the provision of the Services or any part of it, shall not constitute a breach of this Agreement.
    
    
14. ENTIRE AGREEMENT
    This Agreement (together with all those documents and agreements referred to or incorporated in it) contains the whole agreement between the parties relating to its subject matter and supersedes all previous written or oral agreements relating to it.  The parties acknowledge and agree that they have not been induced to enter into this Agreement by any representation, warranty or other assurance not expressly incorporated into it; and in connection with this Agreement, and except in the case of fraud, their only rights and remedies in relation to any representation, warranty or other assurance shall be for breach of the terms of this Agreement and that all other rights and remedies are excluded.
    
    
15. DATA PROTECTION
    15.1 Each party shall comply with any data protection, privacy or similar laws, including but not limited to, the Data Protection Act 1998 (as amended or supplemented from time to time), that apply in relation to any personal data processed in connection with this Agreement  and render such assistance and co-operation as is reasonably requested by the other party, including, but not limited to, the provision of information regarding the existence, applicability and extent of data protection laws to protected data.
    15.2 Each party agrees to comply with its obligations under the Data Protection Act 1998. The Client will ensure in particular that it has obtained from all relevant employees all consents which may be necessary in order for VRL and its partners and the Client to lawfully process personal data (as both such terms are defined in the DPA) about those employees for the purposes of the Services.
    15.3 VRL and its partners undertake to only use Personal Data which it receives or otherwise has access to under or in connection with this Agreement  pursuant to or in connection with this Agreement and will process the personal data in accordance with this Agreement and with any written instructions of the Client.
    15.4 The parties will implement appropriate technical and organisational measures against unauthorised or unlawful processing of, and against accidental loss or destruction of or damage to the personal data. 
    
    
16. DISPUTE RESOLUTION
    In the event that there is a dispute between the parties in connection with any provision of this Agreement that cannot be resolved at operational level, then each party shall, in discussion with the other, appoint an individual from within their organisation with authority to resolve the dispute.  In the event that the dispute remains unresolved within 28 days of such an appointment, either party can refer it to an expert chosen by the President of the Law Society.  The expert’s decision on the dispute shall be final and binding on the parties except as to points of law arising from such decision.
    
    The costs of any expert shall be borne in such proportions as the expert may determine to be fair and reasonable in all the circumstances.
    
    
17. NOTICES
    Any notice under this Agreement by either party to the other must be in writing and may be delivered personally, by first class post or by facsimile transmission, and in the case of post will be deemed to have been given 2 working days after the date of posting, and in the case of facsimile at the time of transmission.  Notices will be delivered or sent to the address of the parties on the first page of this Agreement or to any other address notified in writing by either party to the other for the purpose of receiving notice after the date of this Agreement.
    
    
18. USE OF TRADEMARKS
    Each party undertakes that it shall in all material respects comply with the other’s written instructions concerning the use of the other’s Trademarks on or in connection with the Services.  Neither party shall without the other party’s prior written consent, use any other trade marks on or in connection with the Services, and shall not remove, alter or conceal any of the other’s Trademarks.
    
    
19. LAW
    This Agreement is to be governed by the law of England and Wales and is subject to the exclusive jurisdiction of the English Courts.
    

Monthly costs for the provision of the above schemes

*Calculated as percentage of National Insurance Savings

Other Services priced as an additional setup cost and paid by the employer as detailed below

Monies are paid up front before the schemes are set-up.

** This is for a Veritas branded site. Should you require a bespoke employer branded site the cost would be £750 per annum plus vat.