Terms & Conditions
1.1 In these terms and conditions, the following terms have the following meanings:
Administration Portal means a portal where the Client may access several functions for the purpose of administrating the Services;
Charges means the charge for the monthly or annual subscription fee for myworkperks Basic, Plus or Premium;
Conditions means these terms and conditions;
Contract means the contract between the Client and PV consisting of these Conditions;
Commencement Date means the date that the Client registers for the Services;
Content means the offers and promotions available to Users through the Services;
Code means a promotional or discount code which can be used when registering for My Work Perks
Client (“you” “your”) means the company, its officers and employees or other legal entities accepting the Services whose details are entered when registering for the Services;
DPA means the Data Protection Act 2018 replaced or superseded from time to time, including without limitation by the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council (“GDPR”) and collectively with the foregoing “EU Data Protection Laws” and any data protection laws substantially amending, replacing or superseding the GDPR following any exit by the United Kingdom from the European Union together with binding guidance and codes of practice issued from time to time by relevant supervisory authorities;
Eligible Company means a company that is a Limited Liability Company formed in the UK, has a registered UK VAT number and has traded and submitted accounts for a minimum of two years;
Initial Term means the Initial Term specified in these Conditions and starting from the Commencement Date;
Licence means a non-exclusive, non-transferrable licence to use the Services;
myworkperks means the online benefits portal made available to Users by the Client registering for the Services;
PV (“us” “we”) means People Value Limited with its registered office at Victor House, Wheatley Business Centre, Old London Road, Wheatley, Oxon, OX33 1XW;
Maximum Number of Users means the maximum number of Users allowed to access the Services;
Renewal Term means, in the absence of notice to the contrary in accordance with clause 8, continue for a further month or year after the Initial Term and subsequent months or anniversaries;
Service(s) means features of the myworkperks Basic, Plus and Premium employee benefits portal;
Software means the software programs that are used to deliver the Services, including all non-chargeable developments, updates or future releases thereof, which may be supplied by PV in connection with the provision of the Services, whether integral with the Services or otherwise;
User means any person authorised by the Client and granted access to the Services subject to these Conditions and the end user terms and conditions of use of the myworkperks website.
2 Basis of Contract
2.1 The accepting these Conditions constitutes an offer by PV and the Client accepts the offer to access or purchase Services in accordance with these Conditions and at which point the Contract shall come into existence.
2.2 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of PV which is not set out in the Contract.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Client may seek to impose or incorporate, or which may be implied by trade, custom, practice or course of dealing.
2.4 The Contract is only formed if the Client is an Eligible Company.
2.5 Acceptance of the Client to enter into these terms and condition is solely at the discretion of PV.
3 Supply of Service
3.1 PV shall supply the Services to the Client in accordance with these Conditions.
3.2 PV shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and PV shall notify the Client in any such event.
3.3 PV reserve the right to remove, add, amend and edit suppliers and offers available in the Service.
4.1 PV grants the Client Licence and specifically PV grants:
Users access to the Services; and the Client access to administrator features of the Services via the myworkperks website from the Service Commencement Date for the Initial Term.
4.2 All access to the Services via the myworkperks website are subject to the terms and conditions of use contained in the myworkperks website which must be agreed by each User and the Client at the time of access to the Services.
5.1 PV warrants to the Client that:
it has the right, authority and title to grant the Licence and to provide or procure the provision of its Services.
5.2 PV warrant that:
(a) The Software are provided in accordance with this Contract; (b) The Software (including the links to the Software) are to the best of PV’s ability free from faults and any faults with the Software will be the sole responsibility of PV to rectify; (c) PV will use its best endeavours to ensure that the Software (including the links to the Software) are free of viruses, worms and trojan horses and other newly created viruses; and in any event it is the sole responsibility of PV to remove any virus, worms and trojan horses and other newly created viruses from the Software; (d) they take all technical and organisational measures to ensure that Client and User data is kept secure and protected against loss, destruction and damage, and protected against unauthorised access, use, modification, disclosure or other misuse (including but not limited to in accordance with relevant Data Protection Legislation).
5.3 PV shall not be liable for a breach of the warranties in this clause 5, if such breach arises directly or indirectly because: a) where fault is attributed to misuse of the Software by a User;
b) causes external to the Software including but not limited to malicious virus attack;
c) failure or fluctuations of electrical power, fire, flood, war, acts of terrorism, hacking or other natural disasters.
6 Client obligations
6.1 The Client shall:
(a) co-operate with PV in all matters relating to the Services;
(b) not resell or otherwise make available the Service to any third party except to its Users.
Any breach of this provision shall be a material breach of this Contract.
6.2 If PV’s performance of any of its obligations or Service delivery under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
6.3 PV shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays PV’s performance of any of its obligations;
7 Charges and Payment
7.1 The Charge shall be taken by debit or credit card, BACS or Direct Debit or invoiced either monthly in advance for the myworkperks Basic and Plus Service or annually in advance for the myworkperks Premium Service. The Charges are calculated from the number of Users entered by the Client when registering for the Services or additional Users added through the Administration Portal. The User Charges are published on the myworkperks website (www.myworkperks.co.uk).
7.2 All Charges are exclusive of value added tax (VAT), or any other similar tax, which may be applicable.
7.3 PV shall provide the Client with a VAT invoice.
7.4 Invoices are payable in pounds sterling by the Client within 14 days of receipt of such invoice and shall be paid without deduction, set off or retention.
7.5 Failure of Client to pay the Charges or any other sum due under this Contract shall entitle PV without prejudice to any other rights and remedies to: (a) charge interest on a daily basis from the date due at the rate of 4 % above Royal Bank of Scotland’s base rate in force from time to time; and/or (b) suspend access to the Services; and or (c) terminate this Contract, having given Client written notification of intention to do so and Client having failed to remedy its payment default within 14 days from the date of such notification of any overdue amount.
8 Discount and Promotional Codes
8.1 From time to time we will offer direct or through our Introducer network either a discount Code or a promotional Code that can be used when signing up for the Services. These Codes will entitle you to a discount from the published web prices as detailed with the issuing of the Code.
9 Term and Termination
9.1 Notwithstanding earlier termination under clause 8.2 this Contract will run for the Initial Term in the case of the myworkperks Basic and Plus Service being one calendar month or in the case of the myworkperks Premium Service one year from the Commencement Date and any Renewal Term unless a party gives written notice to the other party to terminate this Contract before the end of the Initial Term or any Renewal Term.
9.2 PV may terminate this Contract immediately without prejudice to any other rights or remedies it may otherwise have if: (a) the Client is guilty of any material breach of the Contract which if capable of remedy is not remedied within 14 days of notice of such breach being given by PV; and/or (b) the Client becomes unable to pay its debts as they fall due or insolvent or makes any special arrangement or any special assignment for the benefit of its creditors, or is the subject of a voluntary or involuntary filing under the bankruptcy laws of any jurisdiction; and/or (c) the Client is adjudicated bankrupt; and/or (d) a receiver is appointed for the Client’s business (e) PV suspects at its sole discretion that the Services are being used inappropriately or fraudulently by the Client or Users. The effective date of termination shall be the date of receipt of such notice.
9.3 On termination of the Contract for any reason:
(a) the Client shall immediately pay to PV all of PV’s outstanding unpaid invoices and interest and, in respect of Services supplied, but for which no Charges have been applied, PV shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;
(c) clauses which expressly or by implication survive termination shall continue in full force and effect.
10 Intellectual Property Rights
10.1 PV will retain all rights in and to its patents, patent applications, patent disclosures, inventions and improvements (whether patentable or not), copyrights and copyrightable works (including computer programs) and registrations and applications thereof, including any software, firmware, or source code, trade secrets, know-how, database rights, drawings and all other forms of intellectual property (other than trademarks) collectively (“Intellectual Property”), created, developed or conceived prior to the Service Commencement Date or in the performance of the Services through the Term of the agreement. To the extent PV creates any updates, derivative works, changes or modifications of any Intellectual Property such updates, derivative works, changes, modifications or Intellectual Property will be owned solely by PV (except to any portion thereof that incorporates any Intellectual Property or Confidential Information of the Client, which portion, if any, shall continue to be owned solely by the Client).
11 Data protection
11.1 PV agrees that it shall, in respect of all User personal data, be acting as a data processor as defined in the DPA in providing the Services to the Users.
11.2 PV agrees to take all reasonable technical and organisational measures as are professionally appropriate to ensure the security of all Personal Data transferred to it under Clause 10.1.
12 Limitation of liability
12.1 Nothing in these Conditions shall limit or exclude PV’s liability for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors or fraud or fraudulent misrepresentation.
12.2 Subject to clause 11.1:
12.2.1 PV shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
12.2.2 PV’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Charges paid by the Client.
12.3 This clause 11 shall survive termination of the Contract.
13.1 Each party shall treat as confidential such information obtained from the other pursuant to this Contract and shall not divulge such information to any person (except to such party’s own employees and then only to those employees who need to know the same) without the other party’s prior written consent provided that this clause shall not extend to information which was rightfully in the possession of such party prior to signature of this Contract or readily available in the public domain. Each party shall ensure that its employees are aware of and comply with the provisions of this clause. This clause shall survive termination of the Contract.
13.2 Whilst we make every effort to maintain the Content available through the Services this may change from time to time.
13.3 The Client shall not assign the benefit of this Contract in whole or in part without the prior written consent of PV.
13.4 Neither party shall be responsible for any failure to perform these obligations for reasons beyond its reasonable control.
13.5 Save as expressly stated herein or for the enforcement of any Intellectual Property Rights, the parties hereby expressly exclude the provisions of the Contracts (Rights of Third Parties) Act 1999.
13.6 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, fax or e-mail. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address in of the Client or PV or such other address as notified by one party to another from time to time; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, at 9.00 am on the next Business Day after sending. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.7 No failure or delay of either party in exercising any right, power, or privilege under these Conditions (and no course of dealing between the Parties) shall operate as a waiver thereof.
13.8 If any provision of these Conditions or any part of such provision is held invalid or unenforceable, the remainder of the provisions contained herein will not be affected thereby and each remaining provision or part thereof will be valid and enforceable to the full extent permitted by law.
13.9 The Contract is not intended to create a joint venture or partnership between the parties and neither party is authorised to act as the agent of the other.
13.10 By agreeing to these Terms & Conditions you agree to allow us to use your logo and details for the purposes of promoting myworkperks to other potential customers.
13.11 The Contract shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby agree to submit to the exclusive jurisdiction of the English courts. This clause shall survive termination of the Contract. Version 1.02 MWP 2019 – 2020