Terms & Conditions

 


UR Benefits Ltd Terms and Conditions

Terms Updated on: 18 November 2021

1. Who are UR Benefits Ltd

1.1 The Platform is operated, and the Membership Services are provided by UR Benefits Ltd (UR Benefits, we, us, ours). We are a Company registered in England and Wales under company number 13397572. Our registered office address is: 60 Insall Way, Auckley, Doncaster, DN9 3FZ.

2. Use of the UR Benefits Ltd Website

2.1 Use of the Website provided by UR Benefits Ltd, ("Us") by your Company, Employees, Workers, and Officers, ("You the Customer") and any service contained within constitutes acceptance of these Terms and Conditions.

3. Interpretation

3.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted.

3.2 A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

3.3 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

3.4 A reference to writing or written includes email.

3.5 If there is any inconsistency or conflict between any of the provisions of these Terms, any Application Form, and/or any Special Terms, the following order of priority shall apply:

3.5.1 The Application Form;

3.5.2 These Conditions; and

3.5.3 Any other Special Terms.

4. Acceptance of the UR Benefits Ltd Terms

4.1 By accepting these Terms, you the Customer agrees to the Terms of this Agreement.

4.2 If the individual accepting this Agreement is accepting on behalf of a Company, Organisation or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Conditions and UR Benefits Ltd has relied on this representation.

4.3 You the Customer confirm that you accept these Terms, and agree to follow the rules set out as such, including the following additional documents:

4.3.1 The UR Benefits Ltd Acceptable Use Policy , our policy sets out what you can and cannot do, both on the Platform generally, as well as with any information that is provided on the Platform, and certain requirements that apply to, amongst others, all UR Benefits Ltd features; and

4.3.2 The UR Benefits Ltd Privacy Policy, our policy provides you with information about how we use Shared User Data and Shared Personnel Data.

4.4 We recommend you read both UR Benefits Ltd policies prior to accepting these Terms, should you not agree to anything you should not apply for a UR Benefits Ltd Membership, nor use the Platform.

5. Basis of the Agreement

5.1 These Conditions apply to the Agreement between you the Customer and UR Benefits Ltd to the exclusion of any other Terms that you the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

5.2 The submission of the UR Benefits Ltd Application Form constitutes an offer by you the Customer to receive the Membership Services from UR Benefits Ltd in accordance with these Conditions.

5.3 You the Customer are responsible for ensuring that the Terms of each Application Form are complete and accurate.

5.4 Any quotation for the Membership Services and/or Products and Services given by UR Benefits Ltd shall not constitute an offer.

5.5 You the Customer waives any right you may otherwise have to rely on any term endorsed upon, delivered with, or contained in any documents of you the Customer that are inconsistent with this Agreement.

5.6 Any demos, drawings, descriptive matter, or advertising produced by UR Benefits Ltd are produced for the sole purpose of giving an approximate idea of the offers provided as part of the Membership Services and functionalities of the Platform.

5.7 As such they shall not form part of the Agreement, nor do they have any contractual force.

6. Membership Services

6.1 Our overarching aim is to provide any UK Organisation, Company and Union the ability, through the functionalities of their Membership Account, amongst others to:

6.1.1 You the Customer the opportunity to invite your Employees/Workforce and/or your Clients to apply for a Membership and become a Member, either on the basis that the Company, Organisation, or Union, subscribes annually, or you may have the option to invite your Employees members to become a Member of UR Benefits Ltd on the basis that the invitee will have to pay his/her Subscription Fees himself/herself (in which case the invitee can apply to become a Self-Paid Member);

6.1.2 You the Customer will have the ability to invite your Customers to apply to become a Company, Organisation, or Union Member;

6.1.3 The ability to create and administer Personalised Portals through which their Invited Members access the Platform; and

6.1.4 In addition, the flexibility to add Personalised Portal Features to each Personalised Portal.

7. Additional Member offers – Corporate Benefits

7.1 From time to time, we may come across products or services that we feel may be of interest to you the Customer and our Members, these are called Corporate Benefits and that we may allow the relevant Supplier to make available to you the Customer and our Members through the Platform.

7.2 Corporate Benefits, if any, will be brought to your attention in your Membership Account.

7.3 Unless we expressly state otherwise at the relevant time, we do not supply relevant Corporate Benefit/s, or the underlying product/s, or service/s, as such these are supplied by our Suppliers.

7.4 Any such provision of a Corporate Benefit will be subject to the purchase of a product or service, your purchase will therefore not be supplied UR Benefits Ltd it will made directly from the relevant Supplier and Additional Terms may apply.

7.5 We do not make any warranty or representation as to the quality or suitability of any Corporate Benefits or Suppliers.

7.6 UR Benefits Ltd do not give you any advice in respect of the quality or suitability of a Corporate Benefit that is available through the Platform.

7.7 We hold no responsibility for the Supplier's performance of their obligations, including any damages or losses suffered by you because of the Supplier's supply of Products or Services to you or their failure to supply or comply with any applicable/relevant legislation, and or regulations.

7.8 In the event you are not completely satisfied with a Supplier's Service/s or Product/s, in this instance you should contact the relevant Supplier and not UR Benefits Ltd.

7.9 As a Company UR Benefits Ltd are not regulated or authorised by the Financial Conduct Authority (FCA) for the sales and marketing of financial services and insurance products.

7.10 We may provide the opportunity for you to be introduced to financial services products providers and the responsibility for the promotion and marketing, as well as the suitability of product sales, in this case it will be the responsibility of the Supplier to resolve your compliant or query and not UR Benefits Ltd.

7.11 In all instances you should direct all enquiries in respect of financial services products directly to the relevant product provider or insurer.

8. Subscription Fees, Charges

8.1 Upon sending an invitation to an Employee/Workforce Member or Client to become a Member you the Customer have the option to pay the Subscription Fees for the relevant Invited Member’s Membership.

8.2 At this stage you the Customer will be prompted to choose a Membership Plan and the applicable Initial Subscription Period for his/her Membership.

8.3 An invoice will be generated and sent to you the Customer from UR Benefits Ltd should you choose to make this a ‘benefit in kind’ for your Employee/Workforce, Union Member or Client.

8.4 You the Customer have the option request for us to send personal invites to your Employee/Workforce, Union Member or Client for a self-pay version, UR Benefit Ltd will invoice the Employee/Workforce, Union Member or Client directly for payment.

8.5 An invoice will be generated and sent to you the Customer if you are paying on bulk and applying the bulk discounts, the invoice must be paid in full prior to access being approved for your Members to the platform.

8.6 You can visit the UR Benefits Ltd Website; https:/ur-benefits.co.uk, or you can contact UR Benefits Ltd for details of our available Membership Plans, Subscription Periods, and applicable Subscription Fees.

8.7 For the avoidance of doubt, you the Customer are reminded that by inviting an Employee/Workforce Member or Client to become a Member you warrant and represent to us that such invited Employee/Workforce Member or Client:

8.7.1 Is at least 18 years old;

8.7.2 Has sufficient capacity to enter into a binding agreement; and

8.7.3 Resides in England, Wales, Scotland, or Northern Ireland.

9. Terms of the Agreement

9.1 You the Customer are reminded that your Corporate Membership Account features an automatic renewal box (Renewal Box) for each Invited Member whose Subscription Fees you may have opted to pay.

9.2 The Automatic Renewal Box is always pre-selected by being ticked, upon the expiry of the Subscription Period the Invited Members Membership will automatically renew for the same Subscription Period (Renewal Period).

9.3 If at any time you no longer wish to automatically renew an Invited Member's Membership, it is your responsibility to do so by unticking the Renewal Box.

9.4 Please note that it will take 3 business days for this notice to take effect.

9.5 If you untick the Renewal Box any later than 4 business days before the end of the Invited Member's then current Subscription Period, the relevant Invited Member's Membership will therefore automatically renew (for the same Renewal Period), and payment of the relevant Subscription Fee will be taken from your account by direct debit, or an invoice generated and sent to you the Customer in the normal manner.

9.6 Unless expressly stated otherwise, all Subscription Fees are inclusive of VAT (at the prevailing rate) or any other similar tax which may be applicable.

9.7 The Subscription Fee for the Initial Subscription Period and each subsequent Renewal Period from time to time will be due and payable in advance on the first business day of the relevant Subscription Period.

9.8 Apart from the Subscription Fee for the Initial Subscription Period (which is payable by credit card or debit card), all subsequent Subscription Fees are payable by direct debit mandate only.

9.9 If you the Customer opt to pay the Subscription Fees for 200 or more Invited Members from time to time, UR Benefits Ltd will upon written request, generate an invoice for the Subscription Fees, this will be payable by you the Customer.

9.10 No later than the first business day of each calendar month (the Current Month) UR Benefits Ltd will provide you the Customer with an invoice for the Subscription Fees for the respective Renewal Period of all relevant Invited Members whose next Renewal Period is (based on the information available to us on the last business day of the immediately preceding calendar month) due to commence at any time during the calendar month immediately following the Current Month (the Following Month).

9.11 Any such invoices issued to you the Customer will be due and payable on the last business day of the current month.

9.12 Should at any time during any current month you the Customer opt to pay the Subscription Fees of any additional Invited Members UR Benefits Ltd will generate and issue an additional invoice for the Subscription Fees of each such additional Invited Member to you the Customer:

9.12.1 For his/her respective Initial Subscription Period as well as;

9.12.2 For his/her first Renewal Period if such Renewal Period is due to commence at any time during the Following Month.

9.13 Any invoice/s will therefore be generated and issued for the Subscription Fees for an Invited Member's Initial Subscription Period and will be due and payable upon receipt and any invoice issued for the Subscription Fees for any Invited Member's first Renewal Period, this will be due and payable on the last business day of the relevant Current Month.

9.14 All Subscription Fees are non-refundable, as such UR Benefits Ltd will not provide you the Customer with any refunds or credits if the Membership of any Invited Member is terminated by him/her, you or by UR Benefits Ltd or if you or UR Benefits Ltd terminate your Corporate Membership, and for case any reason whatsoever.

9.15 This is applicable irrespective whether the termination takes effect at the end of, or at any time during a Subscription Period.

9.16 If you have opted to pay the Subscription Fees for an Invited Member and you the Customer fail to pay any applicable Subscription Fee from time to time when due, then we may without prejudice to any other rights or remedies with immediate effect:

9.16.1 Temporarily or permanently suspend the Invited Member's access to the Platform;

9.16.2 Terminate the Invited Member's Membership;

9.16.3 Temporarily, or permanently suspend your access to the Platform; and/or

9.16.4 Terminate your Corporate Membership.

9.17 UR Benefits Ltd reserves the right to charge late payment fees on any overdue amounts in line with the Late Payment of Commercial Debts Act (Interest) 1988, in addition you the Customer shall be liable for the payment of interest on the overdue amount at the rate of 8% above Barclays Bank's base rate, from time to time.

9.18 Such interest shall accrue daily from the due date specified in clause 8. until actual payment of the overdue amount, whether before or after judgment.

9.19 You the Customer shall pay the interest together with the overdue amount; and

9.20 UR Benefits Ltd may suspend the availability of the Platform or reduce the Services until payment has been made and receipted by UR Benefits Ltd in full.

9.21 We reserve the absolute right to change, which may lead to an increase in the UR Benefits Ltd Subscription Fees from time to time.

9.22 If the Subscription Fees for the Membership Plan you the Customer have chosen for an Invited Member whose Subscription Fees you are paying change, then we will provide you with no less than 30 days' prior notice of the relevant change.

9.23 In this event you the Customer will be deemed to have received such notice on the later of the date on which UR Benefits Ltd send the notice to the email address listed in your Corporate Membership Account or the date on which UR Benefits Ltd post the relevant change on the Platform.

9.24 Any change so notified to you will take effect on the date stated in the relevant notice or post.

10. Additional Charges

10.1 The provision of the UR Benefits Ltd Membership Portal Services are free of charge to you the Customer.

10.2 If UR Benefits Ltd need to change this, we will give you no less than2 months' advance notice of any charges we intend to make.

10.3 This will be inclusive of any Services and any other relevant Services from time to time.

11. Termination

11.1 You the Customer can terminate your Membership at any time by providing us prior written notice advice@ur-benefits.co.uk.

11.2 We recommend that you provide us no less than 10 business days' notice if you have set up and are operating any Personalised Portal through which Invited Members access the Platform to make the changes that will result from the termination of your Membership, this will alleviate any disruption in service levels for your Members.

11.3 UR Benefits Ltd reserves the right to terminate your Membership at any time by giving you prior written notice as follows:

11.3.1 No less than 1 calendar month if you have set up and operate any Personalised Portal with Personalised Portal Features through which Invited Members access the Platform; and

11.3.2 No less than ten 10 business days in all other cases.

11.4 Without affecting any other right or remedy available to us or you, either party may terminate the Membership with immediate effect by giving written notice to the other if:

11.4.1 The other commits a material breach of any provision of these Terms and if such breach is remediable, or (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so;

11.4.2 The other repeatedly breaches any of the provisions of these Terms in such a manner as to reasonably justify the opinion that the conduct is inconsistent with it having the intention or ability to give effect to these Terms;

11.4.3 The other suspends, or threatens to suspend, payment of any debts or is unable to pay any debts as they fall due or admits inability to pay any debts or is deemed unable to pay any debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

11.4.4 The other commences negotiations with all or any class of its creditors with a view to rescheduling any debts, or makes a proposal for, or enters into any compromise or arrangement with any creditors whatsoever;

11.4.5 The other applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

11.4.6 A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other (being a Company);

11.4.7 An application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other (being a Company, partnership or limited liability partnership);

11.4.8 The holder of a qualifying floating charge over the assets of that other party (being a Company or Limited Liability Partnership LLP) has become entitled to appoint or has appointed an administrative receiver;

11.4.9 A person becomes entitled to appoint a receiver over all or any of the assets of the other or a receiver is appointed over all or any of the assets of the other;

11.4.10 A creditor or encumbrancer of the other attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other's assets and such attachment or process is not discharged within 14 days;

11.4.11 The other suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

11.4.12 The other's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these Terms is in jeopardy.

11.5 If you are a Corporate Client and your Corporate Membership terminates, or is terminated by UR Benefits Ltd for any reason the following will apply:

11.5.1 You the Customer will immediately pay to UR Benefits Ltd all outstanding unpaid charges, invoices and fees and in respect of any Subscription Fees that UR Benefits Ltd have not invoiced yet or Set-up Services we have supplied but for which we have not submitted an invoice, in this instance we may submit an invoice which will be due payable immediately upon receipt;

11.5.2 Any access granted to you the Customer by UR Benefits Ltd will terminate immediately;

11.5.3 You will immediately cease to have access to the Platform, your Membership Account and your Personalised Portals (if any);

11.5.4 Your Invited Members will cease to have access to your Personalised Portals (if any);

11.5.5 Your Personalised Portals (if any), will be deleted; and

11.5.6 UR Benefits Ltd will delete your Membership Account.

11.6 If you the Customer pay the Subscription Fees for the Membership of any of your Invited Members at the time your Membership terminates, the relevant Invited Members will continue to have access to their Membership Account and the Platform for the remainder of the paid for Subscription Period during which the termination of your Membership occurs and then have the option to become a Self-Paid Member, should they choose the option to do so.

11.7 You can delete your Membership Account yourself at any time by using the relevant functionality in your Membership Account.

11.8 Should you choose to delete your Membership Account, your Membership will automatically terminate with effect from the date of the deletion.

12. Access and Online Security

12.1 You the Customer must not allow or suffer anyone to access and/or use your Membership Account other than your Authorised Personnel.

12.2 You the Customer must provide UR Benefits Ltd with all the assistance that we may reasonably require to enable UR Benefits Ltd to verify your relevant Authorised Personnel's authority to access your Corporate Membership Account and use the Corporate Membership Services.

12.3 You the Customer must keep, and procure that your Authorised Personnel keep, your/their password secure and confidential and do not share passwords with anyone else, the same applies to any other information that UR Benefits Ltd may provide you with as part of our security procedures from time to time.

12.4 Where you/your Authorised Personnel can choose your/their own password, strong passwords must be used and changed no less frequently than monthly.

12.5 You must inform us immediately at Advice@ur-benefits.co.uk if you become aware or suspect that anyone other than you knows or has used to access or tried to use your or any of your Authorised Personnel's login details for your Corporate Membership Account.

12.6 If UR Benefits Ltd suspect that your or any of your Authorised Personnel's login details are used by someone other than you the Customer or your Authorised Personnel, UR Benefits Ltd may after discussion with you:

12.6.1 Temporarily or permanently disable such login details; and/or

12.6.2 Require you/them to change all relevant passwords.

12.7 UR Benefits Ltd has enabled security measures to keep the Platform secure, notwithstanding, we cannot guarantee that the Platform will be completely secure, or free from viruses, or vulnerabilities, and you should protect your Corporate Member Systems by adopting and putting in place the appropriate security measures, including virus protection software.

12.8 UR Benefits Ltd require all Members and their Authorised Personnel to respect the security of the Platform and not to misuse it in anyway.

12.9 If we have reasons to believe that you the Customer or your Authorised Personnel are in breach the UR Benefits Ltd Acceptable Use Policy, then UR Benefits Ltd may without prejudice to any other rights or remedies:

12.9.1 With immediate effect delete any Personalised Portal Features you the Customer and/or your Authorised Personnel have uploaded to the Platform in breach of the UR Benefits Ltd Acceptable Use Policy;

12.9.2 With immediate effect, temporarily or permanently suspend your and/or your Authorised Personnel’s' and/or your Invited Members' access to your Personalised Portal(s) and/or the Platform; and/or

12.9.3 With immediate effect terminate your Membership.

12.10 You the Customer will be responsible for ensuring the compliance by your Authorised Personnel with the UR Benefits Ltd Terms and will be responsible for any breach by your Authorised Personnel of the same.

13. Limitation of Liabilities

13.1 This clause sets out our entire financial liability (including our liability for the acts or omissions of any of UR Benefits Ltd employees, officers, agents, sub-contractors and Suppliers) to you in respect of any breach of these Terms, any use made by you of the UR Benefits Ltd Membership Services, the Platform (including your Personalised Portals, if any) and/or any supporting documentation or any part of them, and any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

13.2 Nothing in this Agreement shall limit or exclude either party's liability:

13.2.1 For death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;

13.2.2 For fraud or fraudulent misrepresentation; and

13.2.3 Any other liability which cannot be limited or excluded by applicable Legislation.

13.3 UR Benefits Ltd shall not be liable on any basis, including without limitation in tort (including negligence or breach of statutory duty) contract, misrepresentation, restitution or otherwise for:

13.3.1 Any inaccuracies, errors or omissions in information on the UR Benefits Ltd Website or on the UR Benefits Ltd Platform and any use of or reliance on any content displayed on or given via the Platform or any related social media or third party sites;

13.3.2 Any loss or damage incurred as a result of third party claims;

13.3.3 The use of third-party websites linked to the UR Benefits Ltd Website or the Platform;

13.3.4 Any unavailability or technical difficulties encountered in the use of the UR Benefits Ltd Website or the Platform;

13.3.5 A Virus or other technologically harmful material that may affect your system, computer or other hardware, software, data or other materials and which arises from your use of the Platform or your downloading of any content;

13.3.6 Any loss or damage arising from the use of your credit or debit card on the Platform;

13.3.7 Any delay in UR Benefits Ltd providing the Membership Services or Set-Up Services to you;

13.3.8 Any loss of profits, loss of income, loss of business, loss of anticipated savings, loss of sales or turnover, loss of, or damage to reputation, loss of contract or commercial opportunities or loss of customers;

13.3.9 Any indirect, consequential or pure economic loss, costs or damages, charges or expenses however characterised or described;

13.3.10 Loss of use of any software or data, loss of use of any computer or other equipment or plant, wasted management or other workforce time, (in each case whether direct or indirect); or

13.3.11 Any losses arising out of or in relation to a Force Majeure Event.

13.4 The entire aggregate liability of UR Benefits Ltd under these Terms or in connection with your Corporate Membership and/or our Corporate Membership Services or Set-Up Services and/or your use of the Platform, on any basis, including without limitation in tort (including negligence or breach of statutory duty), for breach of contract, misrepresentation, or restitution, is limited to and will not exceed in any circumstance the total amount of £1,000 in sterling.

13.5 UR Benefits Ltd will have no liability to you on any basis, including without limitation in tort (including negligence or breach of statutory duty), under statute, restitution, or misrepresentation suffered or incurred by you and arising out of or in connection with any breach by us of these Terms or the termination of your Membership, unless you issue us with a written claim within six (3) months after the date of the relevant breach or termination.

14. Intellectual property

14.1 UR Benefits Ltd and its licensors shall retain ownership of the Platform.

14.2 You the Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.

14.3 UR Benefits Ltd grants you the Customer a non-exclusive, non-transferable access for the duration of this Agreement to use the Platform for the duration of the Membership Services.

14.4 You the Customer grants UR Benefits Ltd non-exclusive, non-transferable access to copy and modify the Customer Materials for the term of this Agreement for the purpose of providing the Services to you the Customer in accordance with this Agreement.

15. What is Relevant in Data Protection

15.1 We act in accordance with UK Data Protection legislation, this is in addition to and does not relieve, remove, or replace, either parties’ obligations, responsibilities, or rights in relation to the legislation.

15.2 You the Customer can view our Privacy policy.

16. Contacting UR Benefits Ltd

17.1 If you would like to get in touch with us or have any questions, please email us at John@Ur-Benefits.co.uk or call us on 0800 0996 009.

17.2 If we have to contact you, we will write to you at the email address you provided to us when you first applied for your Membership (as updated by you from time to time using the relevant functionality of your Membership Account).

General Terms

17. Force Majeure

17.1 Force majeure events that occur and that are outside our reasonable control, for example they include without being limited to acts of god, adverse weather conditions, natural disasters, strikes, and any type of industrial action, they may also include compliance with any law or governmental order, rule, regulation or direction, cyber-attack, national or global epidemics or pandemics (whether or not Covid-19 related), non-performance of our suppliers or sub-contractors or interruption of any utility services.

17.2 Force Majeure Events are outside UR Benefits Ltd reasonable control, and Ur Benefits Ltd will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that may be caused by such events.

17.3 In any event UR Benefits Ltd.’s performance will be suspended for the period that the event occurs, and we will have an extension of time for performance for the duration of that period.

17.4 This will be for the shortest period practicably possible until a solution to enable UR Benefits Ltd to perform our obligations can be established.

18. Typographical Errors

18.1 UR Benefits Ltd will strive to ensure that the information that is provided on the UR Benefits Ltd Website and the Platform is accurate and up to date.

18.2 In the event a Service, and or Product is listed incorrectly due to typographical error or there is an error in pricing information from our Supplier/s, taxes or duty changes, UR Benefits Ltd shall have the right to refuse or cancel any orders listed at the incorrect price, prior to the completion of the Application, or at any time.

18.3 The information provided on the Website, or the Platform, may be from time to time from Supplier/s, as such they are the views expressed direct from those Supplier/s and not the views of UR Benefits Ltd, in this respect UR Benefits Ltd does not necessarily endorse those views.

18.4 You the Customer are responsible for evaluating all available information and for any decisions made as a result.

18.5 To the extent permissible by law UR Benefits Ltd excludes all liability for any illegality arising from or error, omission or inaccuracy in such material and UR Benefits Ltd takes no responsibility for such material.

18.6 If you do identify any anomalies relating to the UR Benefits Ltd Website or the Platform, you should contact 0800 0996 009.

19. Accuracy of Product Information

19.1 Product specifications, images and other information published on the UR Benefits Ltd website and the Portal have either been made accessible by Suppliers, manufacturers, publications, publicists, or been gathered from public-domain sources.

19.2 UR Benefits Ltd.’s intention is that all information on the UR Benefits Ltd website and the Portal should be as accurate and up to date as possible.

19.3 However, UR Benefits Ltd cannot guarantee the reliability or the accuracy of the information contained on the UR Benefits Ltd Website or the Portal.

19.4 If you do unfortunately have any issues relating to the UR Benefits Ltd Website or the Platform, you should contact 0800 0996 009.

20. Indemnification

20.1 You the Customer agree to indemnify and hold UR Benefits Ltd, our Employees, Officers, subsidiaries, affiliates, agents and Suppliers, harmless from all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:

20.1.1 Your Personalised Portal(s) and/or any Personalised Portal Features;

20.1.2 The use of your Corporate Membership Account by any third party,

20.1.3 The violation of our Acceptable Use Policy by you acting as the Customer or your Authorised Personnel;

20.1.4 The infringement by you the Customer, your Authorised Personnel or any third party using your Corporate Membership Account, of any UR Benefits Ltd Intellectual Property Rights or of any Intellectual Property Rights or other right of any person or entity.

21. Governing Law

21.1 This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

22. Jurisdiction

22.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

23. Variation

23.1 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or a nominated authorised representatives).

24. Waiver

24.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

24.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

21.1.1 Waive that or any other right or remedy; or

21.1.2 Prevent or restrict the further exercise of that or any other right or remedy.

25. No partnership or agency

25.1 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

26. Third party rights

26.1 You the Customer, Supplier, or other person, other than a party to this Agreement shall have any right to enforce any of its Terms.

27. Notices

27.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at the registered office or such other address as that party may have specified to the other party in writing in accordance with the Application process and shall be submitted using the Membership Portal Services, delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.

27.1.1 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the recipient’s address;

27.1.2 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,

27.1.3 If sent by or email, one business day after transmission.

27.1.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

28. Confidentiality

28.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or Suppliers of the other party or of any member of the group to which the other party belongs.

28.2 For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

28.3 Each party may disclose the other party's confidential information:

28.3.1 To any relevant Employees, Officers, Representatives, or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that any such Employees, Officers, Representatives, or advisers to whom it discloses the other party's confidential information comply with this clause 25.3.1; and

28.3.2 As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

28.4 Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.

29. Entire agreement

29.1 This Agreement constitutes the entire Agreement between both parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

29.2 Either and both parties agrees that they shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.

29.3 Each party agrees that they shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

UK Benefits Ltd Terms Explained

Acceptable Use Policy

Has the meaning, the UR Benefits Ltd acceptable use policy as detailed in clause 4.3.1 in these Terms;

Additional Terms

Has the meaning, rules, terms and/or Conditions of purchase or service that amend, modify, or supplement these Terms, including but not limited to, for each Benefit, the terms and conditions of purchase or service of the relevant UR Benefits Ltd Supplier;

Authorised Personnel

Means, the Employees, Workforce, Officer, or other representatives of a UK Benefits Ltd Corporate Member who have been authorised by such UK Benefits Ltd Corporate Member to access and administer its Corporate Membership Account from time to time;

Benefit

Has the meaning, discounts, benefits, rewards, products, or services procured by UK Benefits Ltd from UK Benefits Ltd Suppliers or created by UK Benefits Ltd and made available to UK Benefits Ltd Members via the Platform;

Business Day

Means, any day other than Saturday, Sunday, or a public holiday on which banks in London are open for business;

Client

Has the meaning, a private individual who purchases good or services from a UR Benefits Ltd Corporate Member from time to time;

Corporate Benefit(s)

Has the meaning given to it in clause 7. of these Terms;

Corporate Membership Services

Means a subscription for the UR Benefits Ltd Corporate Membership Services, along with access to the relevant Corporate Membership Account and its available functionalities from time to time;

Corporate Membership Account

Has the meaning, the Corporate Membership Account of a UR Benefits Ltd Corporate Member on the Platform;

Customer

Means, You the Customer, any UK Organisation, Company and or Union that purchases good or services from UR Benefits Ltd;

Data Protection Legislation

Means, the UK Data Protection Legislation and all other legislation and regulatory requirements in force from time to time, which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);

Force Majeure Event

Has the meaning given to it in clause 14. of these Terms;

Individual Member T&Cs

Means, UR Benefits Ltd.’s Terms and Conditions for UR Benefits Ltd Members from time to time;

Initial Subscription Period

Has the meaning, the Subscription Period selected by a UR Benefits Ltd Member in his/her Membership Application Form or, where the UR Benefits Ltd Member is paid for;

Intellectual Property Rights

Has the meaning, patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, all other rights in the nature of copyright, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in compilations, database rights, rights in computer software, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Invited Member

Means, a private individual that has been invited by a Corporate Member, through the functionalities of such Corporate Member's Corporate Membership Account;

Membership Account

Means, the Membership account of a UR Benefits Ltd Member on the Platform;

Membership Application Form

Means, the online Membership Application form available on the Website;

Membership Services

Means, the provision of access to the relevant Membership Account, the Platform;

Member

Means, a UR Benefits Ltd Member whose Subscription Fees are paid by a UR Benefits Ltd Corporate Member;

Personalised Portal

Means, a personalised landing page on the Platform to which a UR Benefits Ltd Corporate Member's relevant Invited Members are directed when accessing the Platform;

Corporate Member

Means, a UK Organisation that holds a UR Benefits Ltd Corporate Membership;

IPR

Means, all Intellectual Property Rights, inclusive of the Website, the Platform, the Membership Services, the Content and in any other material published on the Platform from time to time;

Platform

Means, the Website and any other website, sub-domain and/or mobile application used by UR Benefits Ltd from time to time;

Supplier

Means, any third party allowed by UR Benefits Ltd to offer or provide goods and/or services to UR Benefits Ltd Members or Corporate Members via the Platform;

Privacy Policy

Means, the UR Benefits Ltd privacy policy, as amended varied or replaced from time to time;

Renewal Box

Has the meaning, given to it in clause 10.1 of these Terms;

Renewal Period

Has the meaning, each Subscription Period from time to time for which a UR Benefits Ltd Members renews his/her UR Benefits Ltd Membership;

Self-Paid Member

Means, a UR Benefits Ltd Members who pays his/her Subscription Fees himself/herself;

Shared Personnel Data

Means, the names and email addresses of Authorised Personnel which are shared between a UR Benefits Ltd Corporate Member and UR Benefits Ltd in connection with the provision of the Corporate Membership Services;

Subscription Fees

Has the meaning, the charges payable by or for a UR Benefits Ltd Member for the continuation of his/her Membership for any relevant Subscription Period from time to time;

Subscription Period

Means, the timeframe of the Subscription Period, as selected by a UR Benefits Ltd Member or a UR Benefits Ltd Corporate Member from time to time;

Terms

Means, these terms and conditions for UR Benefits Ltd Corporate Members, as amended from time to time;

UK Data Protection Legislation

Has the meaning, all applicable data protection and privacy legislation in force from time to time in the UK including, insofar as directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003(SI 2003/2426), in each case as amended, extended, and re-enacted from time to time in the UK;

UK Organisation

Means, a company, body corporate, partnership, limited liability partnership, association, charity, club, sole trader, or other form of business organisation being incorporated, registered, or otherwise organised under the laws of England & Wales, Scotland or Northern Ireland and having its registered office (if any) and/or main place of business in the United Kingdom;

VAT

Has the meaning, value added tax, set at the prevailing rate;

Virus and Vulnerability

Virus, means, any, thing or any device (which includes any software, code, file or programme) which may or happen: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience and that, in each case, has no legitimate purpose, including worms, trojan horses, viruses and other similar things or devices and "Viruses" shall be treated accordingly.

Vulnerability, has the meaning, of a weakness in the computational logic (for example, code) which may be found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, shall be treated accordingly.

Website

Means, the UK Benefits Ltd Website URL, www.ur-benefits.co.uk

Workforce Member

Means, a private individual who is part of a UR Benefits Ltd Corporate Member's organisation from time to time, whether as an employee, worker, self-employed contractor, member or otherwise (other than a Client);

You the Customer

Has the meaning, a prospective or existing UR Benefits Ltd Corporate Member.

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