General Terms and Conditions for using the Re:benefit platform
1. DEFINITIONS
The following terms, when used in the Re:benefit Service Contract and these General Terms and Conditions, shall have the meanings ascribed to them below, unless the context requires otherwise:
1.1. “Client” refers to the entity designated as the Party of the First Part in the Re:benefit SERVICE CONTRACT.
1.2. “RE:BENEFIT” refers to the entity designated as the Party of the Second Part in the Re:benefit SERVICE CONTRACT. REBENEFIT LTD. is a company registered in the United Kingdom with its registered office at Hudson House, 8 Tavistock Street, London, England, WC2E 7PP, and company registration number 12248180.
1.3. “Remuneration” within the meaning of this Re:benefit SERVICE CONTRACT refers to any payment due by the Client to RE:BENEFIT for products and services as specified in Annex 1, requested via the platform, or otherwise requested by the Client and delivered by RE:BENEFIT.
1.4. “Effective Date” refers to the date on which the Re:benefit SERVICE CONTRACT comes into force.
1.5. “Re:benefit SERVICE CONTRACT” refers to the contract between the Parties for the provision of Services, including all attached documents and any subsequent contracts made in accordance with its terms.
1.6. “Additional Services” refers to any services assigned by the Client to RE:BENEFIT during the Term, beyond those initially defined in the Re:benefit SERVICE CONTRACT, subject to additional contract between the Parties.
1.7. “Additional remuneration” refers to the fees payable to RE:BENEFIT as set out in Clause 5 for the provision of Additional Services.
1.8. “Service Provider (Supplier)” refers to any third-party entity that supplies services or products, with which either RE:BENEFIT or the Client has entered into a contractual arrangement.
1.9. “Requirements” refers to the specifications, terms, and conditions of a Service Provider relating to the type, scope, and duration of the services, including any modifications agreed through additional Contracts under Clause 5.1 of the Re:benefit SERVICE CONTRACT.
1.10 “Individual Users” refers to employees of the Client who are registered on the Platform and granted access based on the SERVICE CONTRACT between RE:BENEFIT and the Client.
1.11 “Platform” refers to the Re:benefit information system designed for the management and administration of benefits plans.
1.12. “Plans” refers to products and services ordered and purchased by the Client, which RE:BENEFIT subsequently procures from, and pays to the Service Providers in its own name and under its own contractual obligations. These Plans also include products and services acquired directly by the Client from Service Providers, in which case RE:BENEFIT invoices the Client to recover the related costs and settles the Service Provider independently of the timing of the Client’s payment.
1.13 “Term” refers to the duration of the Re:benefit SERVICE CONTRACT, commencing on the Effective Date and continuing until the agreed period expires or the contract is terminated early.
1.14. “Services” refers to the activities described in the Platform and, in particular, the following services covered under the Re:benefit SERVICE CONTRACT:
Re:Club
Provides access for Individual Users who do not receive employer-funded benefits but can take advantage of discounts and preferential conditions for various products, services, and venues.
Re:Choice
Provides access to a benefits management platform, allowing registered employees to view, request, modify, or terminate employer-sponsored plans. The Client independently selects and contracts Service Providers, manages requests, and makes payments based on reports generated by the Re:benefit system. An authorised Administrative Person of the Client manages the plans and their conditions on behalf of employees.
Re:benefit Full Service:
(i) Management of plans: In addition to the services listed above, RE:BENEFIT provides access to a plan management platform. The Platform facilitates the acquisition, administration, and reporting of plans. Employees can review available plans, request new ones, modify existing ones, or terminate them. The Client’s designated Administrative Person can determine which plans to offer employees and on what terms.
(ii) “Re:benefit Plans”: These are benefit plans acquired, managed, and administered by RE:BENEFIT through Service Providers for the Client and its employees. The pricing and conditions for using Re:benefit Plans are detailed in the Platform. Future modifications, additions, or terminations of plans will be conducted exclusively through the Platform. Actions performed by the Client’s designated Administrative Person within the Platform shall be deemed official written requests under the Re:benefit Service Contract.
(iii) “Direct Plans”: These are plans that the Client has directly purchased from third-party Service Providers and made available to employees via the Platform. In such cases, RE:BENEFIT would include the service on the platform and provide an administrative service only.
2. INTERPRETATION
2.1 The Annexes form an integral part of the Re:benefit SERVICE CONTRACT.
2.2. Any reference to a particular grammatical gender shall apply to all relevant grammatical forms. Any reference to the singular shall include the plural and vice versa.
2.3. References within these General Terms and Conditions and the Re:benefit SERVICE CONTRACT to any clauses, annexes, or titles without further definition shall be construed as references to those sections as numbered within these General Terms and Conditions and the Re:benefit SERVICE CONTRACT.
2.4. The headings of clauses, articles, and annexes are for convenience only and shall not affect the interpretation of these General Terms and Conditions or the Re:benefit SERVICE CONTRACT.
2.5. The term “Parties” or “Party” shall refer to either the Client or RE:BENEFIT, depending on the context.
2.6. References to actions of a Party shall include actions taken by any representative, employee, agent, proxy, or subcontractor acting on behalf of that Party.
2.7. In the event of any inconsistencies between the documents forming part of these General Terms and Conditions and the Re:benefit SERVICE CONTRACT, the order of precedence shall be as follows:
(i) The Re:benefit SERVICE CONTRACT.
(ii) These General Terms and Conditions.
(iii) Annexes.
3. RIGHTS AND OBLIGATIONS OF RE:BENEFIT
3.1. RE:BENEFIT shall ensure the provision of the Services described in the Re:benefit SERVICE CONTRACT for the Term. Re:benefit Plans and Direct Plans are delivered exclusively by third-party Service Providers, and RE:BENEFIT is solely responsible for facilitating and managing requests for these Services.
3.2. RE:BENEFIT guarantees that, during the Term of the Re:benefit SERVICE CONTRACT, it will exercise due professionalism and care in maintaining accurate and high-quality service delivery via the Platform.
3.3. RE:BENEFIT ensures that when managing Re:benefit Plans and Direct Plans, it will provide correct and timely information to facilitate efficient service provision by the relevant Service Provider.
3.4. RE:BENEFIT shall comply with the Client’s instructions, provided they do not alter the nature of the Re:benefit SERVICE CONTRACT or interfere with its operational activities.
3.5. RE:BENEFIT shall have no obligation to enter into contractual or other relationships with third parties on behalf of the Client unless expressly authorised in writing under the Re:benefit SERVICE CONTRACT.
3.6. RE:BENEFIT further ensures that its operational procedures and accounting practices do not involve the holding or segregation of funds on behalf of third parties.
4. RIGHTS AND OBLIGATIONS OF THE CLIENT
4.1. The Client shall provide RE:BENEFIT with timely assistance in performing the Services and Additional Services, including but not limited to, supplying necessary data or information that is in the Client’s possession or can only be obtained by the Client.
4.2. The Client grants RE:BENEFIT permission to use its corporate name and logo solely for reference and marketing purposes.
4.3. The Client agrees to provide RE:BENEFIT with free access to its offices, employees, systems, and information required for the provision of the Services.
4.4. The Client agrees to comply with the terms and conditions of each service, as well as those of the RE:BENEFIT Platform, acknowledging that compliance is a prerequisite for the proper delivery of the Services.
4.5. Where the provision of Services requires representation before third parties, the Client shall issue the necessary powers of attorney to RE:BENEFIT for this purpose.
4.6. For Re:benefit Plans, the Client must accept the applicable general conditions, rules, specifications, or similar requirements before or simultaneously with any changes made to the Plan.
4.7. If a Plan provided or managed by RE:BENEFIT requires an employee of the Client to make a personal payment, such payment shall be made by the Client to RE:BENEFIT as part of the Remuneration. The Client shall regulate its internal financial arrangements with its employees independently, and such arrangements shall not affect the payment obligations under the Re:benefit SERVICE CONTRACT.
5. REMUNERATION AND PAYMENT
5.1. The price of Direct Plans purchased by the Client from the respective Service Providers shall be determined and settled by the Client based on its contract with the respective Service Provider. Payment shall be made either directly by the Client to the Service Provider or by RE:BENEFIT as a principal under its own contractual obligation to the Service Provider, with related costs invoiced to the Client in accordance with the Re:benefit SERVICE CONTRACT. 5.2. The Client may assign Additional Services to RE:BENEFIT at any time, either in writing or through the Platform. RE:BENEFIT is not obligated to provide such Additional Services unless and until an additional Contract is reached in writing or the request is accepted within the Platform. The Parties shall define the scope and level of the Additional Services, along with the applicable Additional Remuneration.
5.3. Unless otherwise agreed in an additional Contract, Additional Remuneration shall be invoiced and paid under the terms of the Re:benefit SERVICE CONTRACT.
5.4. RE:BENEFIT shall not be liable for damages, including but not limited to lost profits, data loss, or third-party claims, in cases where the Client fails to pay for benefits or associated costs.
5.5. If the Client fails to make any due payment on time, RE:BENEFIT reserves the right to suspend Services until full payment of the outstanding amounts is received.
5.6. In the event of late payment of any invoiced amount under the Re:benefit SERVICE CONTRACT, RE:BENEFIT shall charge interest of 1% per month on overdue amounts for delays between 1 and 25 calendar days. An additional 1% interest will apply at the start of each subsequent month of delay. The accrued interest will be included in the following month’s invoice.
5.7. If the Client repeatedly fails to meet its payment obligations, RE:BENEFIT reserves the right to terminate the Re:benefit SERVICE CONTRACT with one week’s written notice.
5.8. Where RE:BENEFIT pays Service Providers of Direct Plans, it does so under its own contractual obligation as a principal. RE:BENEFIT shall invoice the Client to recover the corresponding costs and ensure timely settlement with the Service Providers, in accordance with the terms of the Re:benefit SERVICE CONTRACT. Such payment to the Service Provider shall not be contingent on prior receipt of the Client’s funds.
6. LIABILITY
6.1. RE:BENEFIT shall not be liable for damages, including but not limited to lost profits, data loss, or third-party claims, in cases where the Client has failed to fulfil its obligations to provide information, data, or access to assets as required under the Re:benefit SERVICE CONTRACT.
6.2. RE:BENEFIT shall not be liable for any damages that are not a direct and immediate consequence of a breach of the Re:benefit SERVICE CONTRACT, including but not limited to reputational damage, loss of claims, or indirect damages such as lost profits or revenue.
6.3. The Client shall indemnify RE:BENEFIT for all costs incurred in connection with third-party claims or regulatory sanctions resulting from the Client’s failure to meet its contractual obligations.
6.4. RE:BENEFIT facilitates access to and payment for each Re:benefit Plan but is not responsible for the quality or delivery of the services or products forming part of each Plan. The specific Service Provider is responsible for the delivery of the service, with the associated rights and obligations falling under the Service Provider’s remit.
6.5. RE:BENEFIT shall not be liable for direct or indirect losses, including lost profits, in cases where it suspends services due to the Client’s failure to make timely payments, as outlined in the Re:benefit SERVICE CONTRACT.
7. PROTECTION OF PERSONAL DATA
7.1 Both Parties shall comply with applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, when processing personal data in connection with the Re:benefit SERVICE CONTRACT.
7.2 Any personal data exchanged between the Parties shall be treated as confidential and used solely for the purpose of fulfilling the Re:benefit SERVICE CONTRACT.
7.3 Neither Party shall disclose or share personal data with third parties unless required by law or necessary for the provision of Services under Re:benefit SERVICE CONTRACT.
7.4. Each Party shall provide personal data of their counterparties, employees, and staff, hereinafter referred to as “data subjects.” The Parties shall provide the following categories of personal data:
First, (Middle) and Last names
National Insurance Number (or equivalent identifier)
Address
Business email
Personal email
Telephone number
Any additional data required for the provision of Services, as notified in advance and with the required consent.
7.5. The purpose of processing personal data under this General Terms and Conditions is to ensure the proper implementation of the Re:benefit SERVICE CONTRACT.
7.6. The Parties undertake not to use personal data for any purpose other than that specified in Clause 7.5.
7.7. The processing or storage period shall not exceed the time necessary for Service provision or any legally specified retention period.
7.8. Each Party shall implement appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access. These measures shall ensure confidentiality, integrity, availability, and resilience of data processing systems, including encryption and pseudonymisation where applicable.
7.9. The Parties:
(i) Guarantee that employees authorised to process personal data are trained and committed to confidentiality;
(ii) Maintain records of processing activities as required under UK GDPR;
(iii) Upon request, delete or return all personal data after termination of the Contract, unless legally required to retain it;
(iv) Provide necessary information to demonstrate compliance with data protection laws;
(v) Shall not engage third-party data processors without prior written consent from the other Party;
(vi) Assist each other in communications with regulatory authorities and data subjects.
7.10. The Parties shall be responsible for any damages resulting from non-compliance with their data protection obligations under the Contract or UK GDPR.
7.11. If either Party fails to meet its data protection obligations, the other Party has the right to report the violation to the UK Information Commissioner’s Office (ICO) or relevant data protection authority.
7.12. In the event of a data breach, the affected Party shall notify the other Party without undue delay and provide full cooperation to mitigate risks and comply with legal reporting obligations.
8. DISPUTE RESOLUTION AND APPLICABLE LAW
8.1. In the event of a dispute or disagreement between the Parties arising under these General Terms and Conditions or the Re:benefit SERVICE CONTRACT, or in connection with its implementation, both Parties shall endeavour to reach an out-of-court settlement. If a claim is made by one of the Parties, representatives of both Parties shall meet at least once and attempt to resolve the dispute in good faith.
8.2. If the Parties do not reach an agreement, the dispute shall be finally referred to the competent courts of England and Wales.
8.3. The laws of England and Wales shall apply to all matters not settled in these General Terms and Conditions or the Re:benefit SERVICE CONTRACT.
9. CONFIDENTIALITY
9.1. For the purposes of the Re:benefit SERVICE CONTRACT, confidential information includes any information provided by one Party to the other relating to its business, affiliates, subsidiaries, or any other sensitive data (“Confidential Information”).
9.2. The Receiving Party shall treat all Confidential Information with the highest level of confidentiality and shall not sell, transmit, publish, disclose, or otherwise provide any Confidential Information to third parties without the express written consent of the Providing Party.
9.3. Any breach of this confidentiality obligation shall be deemed a material breach of the Contract, entitling the affected Party to seek legal remedies, including injunctive relief and damages, through the competent courts.
10. Returns, Refunds and Cancellations
10.1 Termination of Access
Access to the Re:benefit platform is provided to Users via their employer, who holds the contractual agreement with RE:BENEFIT. Proceedings related to cancellations of contract with the Client shall be carried out in accordance with the terms outlined in the signed Re:benefit SERVICE CONTRACT (clause 4).
In the event that the employer’s agreement with RE:BENEFIT is terminated, or the User’s employment ends, the User’s access to the platform and associated services may also be terminated.
RE:BENEFIT does not maintain contractual relationships with individual Users. Nonetheless, RE:BENEFIT is committed to providing a clear and fair offboarding process. Where applicable, Users will be informed of the termination of access and provided with relevant information regarding the closure, continuation, or portability of any associated benefits or data.
Further information can be obtained by contacting RE:BENEFIT at support@rebenefit.co.uk.
10.2 Third-Party Service Provider Policies
Where applicable, Clients will be informed of any specific refund, return, or cancellation policies applicable to individual third-party Service Providers available via the Re:benefit platform.
RE:BENEFIT does not assume responsibility for enforcing or interpreting the terms and conditions of third-party providers, who remain solely responsible for Service delivery and contractual compliance.
Users are responsible for reviewing and assessing the applicable terms before accessing or using services provided by third-party Service Providers.