Employee Benefits Terms and Conditions

1.1 Unless the context otherwise requires, words in the singular include the plural and vice versa, references to any gender shall include the other gender, references to a person includes bodies corporate and to unincorporated bodies or persons, and references to a party or parties shall be to a party or parties to this Agreement.

1.2 Headings are for ease of reference only and shall not affect the meaning or interpretation, of this Agreement.

1.3 References to Schedules entered into are pursuant to this Agreement. In any event of conflict between their respective terms, the order of precedence will be the Schedule and then the main body of this Agreement.

1.4 References to a party shall include the party, any successor in title and any permitted assignees from time to time.

1.5 A reference to writing or written includes email.

1.6 Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.7 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.8 In this Agreement (including in the Schedules), unless otherwise specified, the following expressions shall have the following meanings:

“2021 Standard Contractual Clauses” means the standard contractual clauses for the transfer of EU Personal Data to third countries adopted by the European Commission under Commission Implementing Decision (EU) 2021/914 (available at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX:32021D0914&locale=en);

“Affiliate” means any person which is, in relation to a company, its parent undertaking or its subsidiary undertaking, or a subsidiary undertaking of its parent undertaking or any other person controlled by or under the same control either directly or indirectly. “Parent undertaking” and “subsidiary undertaking” will have the meanings attributed to them in section 1159 of the Companies Act 2006;

“Annual Leave Purchase Benefit” means a service provided to Employees via the Hug Software as set out in Schedule 3 where the Provider facilitates a Salary Sacrifice or Net Deduction benefit allowing Employees to receive and pay for additional annual leave entitlement;

“Approved Third Country” means any EEA country or any third country which is approved by the European Commission, the UK Secretary of State or other competent body from time to time as providing adequate protection for personal data pursuant to Article 45(3) of the EU GDPR or the equivalent provision in the Data Protection Legislation of the UK, as applicable;

“Benefits” means the Cycle to Work Benefit, Payroll Pay Benefits and Annual Leave Purchase Benefit;

“Commencement Date” means the date on which the Provider commences the provision of the Hug Products and Services to the Employer as detailed in the signed agreement.

“Confidential Information” means any information in whatever form (including, without limitation, written or oral, and wherever located) relating to the business, products, affairs and finances of the disclosing party and trade secrets including, without limitation, technical data and know-how relating to the business of the disclosing party or any of its suppliers, clients, customers, agents, or distributors, whether or not such information is marked or noted as being confidential;

“Contact” means an employee contacting a relevant helpline by any means provided by or on behalf of the Provider under the terms of this Agreement;

“Contract Year” means a 12 month period beginning on the date of this Agreement or any subsequent anniversary thereof “Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly;

“Cycle to Work Benefit” means a service provided to Employees via the Hug Software as set out in Schedule 3 where the Provider facilitates a Salary Sacrifice benefit allowing Employees to select a benefit relating to the hiring of bicycles and/or related safety equipment;

“Data Protection Legislation” means, as applicable and binding upon each Party, laws and regulations relating to the processing, privacy, and use of Personal Data, including but not limited to the UK GDPR, the EU GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) in each case, as updated, amended, re-enacted or replaced from time to time. Any reference in this Agreement to “Data Controller”, “Data Processor”, “Data Subjects”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the meaning set out in, and will be interpreted in accordance with the Data Protection Legislation (and “Process”, “Processed” and “Processes” shall be construed accordingly);

“Deliverables” means any output of the Hug Products and Services to be provided by the Provider to the Employer as specified in Schedule 1 and any other documents, products and materials provided by the Provider to the Employer in relation to the Hug Products and Services (including but not limited to the Employee Communications Materials);

“Description of Processing” means the description of Processing as set out in the Annex 2 to this Schedule 2;

“Employee” means any person who is employed by the Employer under a contract of services or a contract of employment and will have access to the Hug Products and Services provided under this Agreement;

“Employee Communication Activities” means any activities carried out by the Employer or Provider on behalf of the Employer to build awareness or promote Hug Products and Services;

“Employee Communication Materials” means any digital or printed material that the Provider may produce from time to time in connection with the Employee Communication Activities;

“Employee Set Up Data” means Employee information (including but not limited to Employee name, Employee number and business email address) that the Employer must upload into the Hug Software;

“Employer Communication Materials” means any digital or printed material that the Employer may produce from time to time to build awareness of the Hug Products and Services with Employees;

“Employer Materials” means all documents, information, items and materials in any form, whether owned by the Employer or a third party, which are provided by the Employer to the Provider in connection with the Hug Products and Services;  

“Employer Personal Data” means all Personal Data which is owned, controlled or processed by the Employer and which is provided by or on behalf of the Employer to the Provider or which comes into the possession of the Provider as a result of or in connection with the supply of the Hug Products and Services;

“Equipment” means the bicycles and/or related safety equipment ordered by the Employee by way of the Cycle to Work Benefit;

“EU GDPR” means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016;

“EU Personal Data” means Employer Personal Data subject to the EU GDPR;

“EU Restricted Transfer” means a transfer of EU Personal Data Processed outside the EEA to a country, territory or jurisdiction that is not an Approved Third Country;

“FCA Regulations” means the Financial Services and Markets Act 2000 and any secondary legislation thereto, the Consumer Credit Act 1974 and any secondary legislation thereto and the rules and guidance issued by the Financial Conduct Authority from time to time including but not limited to the Financial Conduct Authority Handbook;

“Financial Education” refers to the education program delivered through the Hug Academy platform;

“Financial Promotion Sign Off Process” means the process notified by the Provider to the Employer from time to time whereby any communications which relate to the Cycle to Work Benefit or the Regulated Insurance Products are signed off by the Provider in writing prior to the Employer publishing such communication material;

“Hug Academy” means the financial education provided through the Hug Academy platform;

“IAR” means an introducer appointed representative;

“IAR Agreement” means the introducer appointed representative agreement terms set out in Schedule 4;

“Initial Term” shall have the meaning ascribed to it in clause 3;

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of 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;

“Net Deduction” means an agreement to make a deduction from an Employee’s net salary in exchange for a Non-Cash Benefit;

“Non-Cash Benefit” means any goods or services made available to an Employee through a Payroll Pay Benefit in exchange for a reduction or deduction from salary;

“Order” means a request made by an Employee on the Hug Software for Hug Products and Services;

“Payroll Pay Benefit” means a service provided to Employees via the Hug Software as set out in paragraph 1.2 to 1.5 (inclusive) of Schedule 3 where the Provider facilitates a Salary Sacrifice or Net Deduction benefit allowing Employees to select a Non-Cash Benefit;

“Personal Data” has the meaning given to it in the Data Protection Legislation and relates only to personal data, or any part of such personal data, collected or processed as a result of or in connection with the supply of the Hug Products and Services;

“Provider’s Supplier” means outsourced providers of specialist services as listed in Schedule 1 and agreed from time to time;

“Purchase Order” means an Order made by an Employee for Hug Products and Services that has been approved by the Employer on the Hug Software;

“Regulated Insurance Products” means products which are a contract of insurance as defined by The Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 and which are regulated by the Financial Conduct Authority;

“Salary Sacrifice” means an agreement between the Employer and the Employee to reduce the gross salary of an Employee for an agreed length of time in exchange for a Non-Cash Benefit;

“Term” means the term of this Agreement;

“UK Addendum” means the UK Addendum (Version B1.0) for the transfer of UK Personal Data to third countries adopted by the UK’s Information Commissioner’s Office (available at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf);

“UK IDTA” means the UK international data transfer agreement for the transfer of UK Personal Data to third countries adopted by the UK’s Information Commissioner’s Office (available at https://ico.org.uk/media/for-organisations/documents/4019538/international-data-transfer-agreement.pdf);

“UK GDPR” means Retained Regulation (EU) 2016/679 as applicable as part of UK domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (as amended) (as may be amended or replaced from time to time);

“UK Personal Data” means Employer Personal Data subject to UK GDPR;

“UK Restricted Transfer” means a transfer of UK Personal Data Processed outside the UK to a country, territory or jurisdiction that is not an Approved Third Country;

“Hug Software” means the system operated by the Provider to deliver the Hug Products and Services (including but not limited to its technology platforms, database systems, software, applications, tools, and related source codes and documentation);

“Hug Products and Services” means such products and services the Provider is willing to supply to the Employer from time to time, as set out in Schedule 1 as amended from time to time in writing in accordance with clause 2.2.

2.1 The Provider shall supply the Hug Products and Services to the Employer in accordance with the terms and conditions of this Agreement.

2.2 If, during the Term, the Employer wishes to engage the Provider to supply additional services and both parties agree, the Provider will provide an updated Schedule 1 to the Employer in writing.

2.3 The parties will comply with the provisions of the IAR Agreement where the Provider appoints the Employer as an IAR.

3.1 This Agreement shall take effect upon the Commencement Date.

3.2 Unless terminated earlier in accordance with clause 11, the Agreement shall continue for one (1) months from the Commencement Date (“Initial Term”) and shall automatically extend for a further one (1) month (“Extended Term”) at the end of the Initial Term and at the end of each Extended Term unless either party notifies the other at least one (1) month prior to the expiration of the Initial Term or an Extended Term that the Agreement will terminate.

4.1 The Employer shall:

4.2 The Provider may remove any content displayed on the Hug Software by the Employer that is inaccurate, does not comply with applicable legislation or regulations or that is, in the Provider’s sole opinion, not appropriate to be displayed on the Hug Software.

4.3 The Employer shall provide to its account manager at the Provider in writing any Employer Communication Materials and which relate specifically to Cycle to Work and/or any other Regulated Insurance Products and/or any product or service to which the FCA Regulations apply. The Provider shall review the Employer Communication Materials within 3 working days and shall either (i) approve the Employer Communication Material for publication; or (ii) provide comments and/or amendments on the Employer Communication Materials. If the Provider gives comments or amendments on the Employer Communication Materials, the Employer shall make changes and re-submit the Employer Communication Materials for approval by the Provider in accordance with this clause 4.3.

4.4 The Provider reserves the right not to permit the Employer access to the Hug Products and Services if the Employer (i) is the subject of any financial sanctions or restrictions; or (ii) is a business, association with whom, in the reasonable opinion of the Provider, could be damaging to the reputation of the Provider.

 

5.1 The Provider shall:

5.2 If requested to do so by the Employer, the Provider will use reasonable endeavours to attend events to promote the Hug Products and Services. The Provider may consider the number of Employees who are likely to attend an event to promote the Hug Products and Services when determining the type, number and frequency of events to attend.

5.3 The Provider will make available and maintain the Hug Software through which the Employees are able to view online offers and make Orders under any Hug Products and Services detailed in Schedule 1. The Employer is able to view, approve, and track Orders. The Provider will use its reasonable endeavours to ensure the availability of the Hug Software at the times reasonably required by Employees and the Employer, but it cannot and does not guarantee that access to the Hug Software will be uninterrupted or error free.

5.4 The Provider shall comply with the Schedules in relation to the Hug Products and Services.

5.5 The Provider strongly recommends that the Employer obtains independent tax advice prior to entering into this Agreement or offering the Hug Products and Services to its Employees. The Provider excludes all liability for any tax liabilities incurred by the Employer or an Employee as a result of the Hug Products and Services. The Employer agrees that it does not place any reliance on any statements made by the Provider in this regard.

5.6 If the Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Employer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Provider shall be allowed an extension of time to perform its obligations equal to the delay caused by the Employer.

 

6.1 Where the ordering of Hug Products and Services is managed through the Hug Software, receipt of an Order from an Employee on the Hug Software, which is duly approved by the Employer for any of the Hug Products and Services, will constitute a Purchase Order to the Provider from the Employer. By approving an Order for the Hug Products and Services, the Employer is agreeing to pay the Provider for such Purchase Order.

6.2 The Employer will authorise Orders on the Hug Software within 3 working days of the Order being placed and in any event at least 3 working days before the end of the calendar month in which the Order was made by the Employee. Where Orders are not approved within 3 working days prior to the end of the calendar month, the Provider may choose to cancel the Order.

6.3 The Provider will be entitled to submit to the Employer a VAT invoice in accordance with the Orders authorised during the calendar month. Invoices will be issued on the invoice date as detailed in Schedule 1.

6.4 Without exception, it is a condition of this Agreement that the Employer must pay all amounts due to the Provider under invoices in accordance with terms agreed.

6.5 The Provider shall increase the charges on an annual basis (the "Charge Increase") with effect from each anniversary of the commencement date. Each Charge Increase, for the forthcoming year, will be in line with the percentage increase in the consumer price index percentage in the previous year. For the avoidance of doubt, this clause 6.5 does not apply to the Payroll Pay Benefit.

6.6 If payment is not received by the due date, the Provider may take one or more of the following steps if payment is not made immediately:

7.1 Each party agrees to safeguard and keep confidential any and all Confidential Information. Neither party will use or disclose the other party's Confidential Information except to the extent permitted by clause 7.2.

7.2 Each party may disclose the other party’s Confidential Information:

8.1 Each Party shall comply with its respective data protection obligations as set out in Schedule 2.

9.1 The Employer acknowledges and agrees that:

9.2 In relation to the Employer Materials, the Employer:

9.3 The Provider:

9.4 The Employer:

10.1 Subject to clause 10.3 and 10.4 below and the obligations detailed in Schedule 1, neither party will be liable to the other (whether for breach of contract, negligence or otherwise) for any of the following (whether direct or indirect):

(a) loss of profits;

(b) damage to reputation;

(c) loss of use or corruption of software, data or information; or

(d) loss of anticipated savings;

which arises out of, or in connection with, this Agreement, although (for the avoidance of doubt) nothing in this clause is intended to limit or exclude any liability that the Employer may have for non-payment of any sums payable to the Provider under this Agreement

10.2 Save as set out in clause 9.4.2 and subject to clause 10.3 and 10.4 below and the obligations detailed in Schedule 1, neither party will be liable to the other (whether for breach of contract, negligence or otherwise) for indirect or consequential loss, damage, cost, expense, claim or other liability whatsoever which arises out of, or in connection with, this Agreement, although (for the avoidance of doubt) nothing in this clause is intended to limit or exclude any liability that the Employer may have for non-payment of any sums payable to the Provider under this Agreement

10.3 In any event, subject to clause 10.4 below, the aggregate liability (inclusive of interest and legal and other costs) of the Provider to the Employer:

10.4 Nothing in this clause is intended to limit or exclude the liability of either party for any death or personal injury caused by the negligence of that party, fraud or fraudulent misrepresentation or for any other matter in respect of which liability cannot lawfully be limited or excluded.

11.1 Either Party may terminate this Agreement immediately on written notice to the other Party where the other is in material breach of any of the terms of this Agreement and, if the breach is capable of remedy, such breach has not been remedied within 14 days after receipt by the defaulting Party of written notice from the other requiring remedy of the breach.

11.2 Either Party may terminate this Agreement immediately on written notice to the other where the other party:

11.3 The Provider may terminate this Agreement immediately on written notice to the Employer where the Employer undergoes a change of Control.

11.4 Subject to clause 11.6 and 11.7 either Party may terminate in accordance with clause 11.1, 11.2 or (in the case of the Provider terminating only) clause 11.3, without penalty or other additional payment and save that the Employer shall be obliged to pay:

11.4.1 the fees and charges accrued and due to the Provider pro-rated to the date of termination; 

11.4.2 any over usage charges due and payable to the Provider in accordance with Schedule 1; 

11.4.3 any expenses incurred by the Provider under this Agreement payable by the Employer; and

11.4.4 any losses necessarily realised in settling or concluding outstanding obligations. 

11.5 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry. 

11.6 In the event that the Employer exercises its termination right or the Provider exercises its termination right due to an act or omission of the Employer pursuant to clause 11 of this Agreement and: 

11.6.1 as a result it is alleged that any person or employee of the Provider has or should have transferred to the Employer or any replacement provider appointed by the Employer to carry out the Hug Products and Services (or any part of them) or any similar services; or  

11.6.2 the Provider has employed a person or employee to provide the Hug Products and Services (or any part of them) or any similar services to that Employer,  

the Employer shall indemnify and keep the Provider fully indemnified from and against any and all liabilities incurred or suffered by the Provider arising out of or in connection with such termination on demand. 

12.1 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

12.2 If a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

12.3 The Affected Party shall:

14.1 The parties agree to comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010 (Relevant Requirements).

15.1 In performing its obligations under the agreement, the Supplier shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including the Modern Slavery Act 2015.

 

17.1 Neither party shall knowingly attempt to solicit or entice away or solicit or entice away the officers, directors, employees, or representatives of the (i) other party; (ii) the other party’s Affiliate; or (iii) any person in which the other party or the other party’s Affiliate hold shares or voting rights, for any purpose during the period of this Agreement or for 12 months following its termination other than by means of a national advertising campaign open to all-comers and not specifically targeted at such staff. Any unauthorised solicitation may constitute grounds for termination by the non-defaulting party to this Agreement.

17.2 All notices given under this Agreement shall be in writing and emailed delivered to The Provider: info@hug.enterprises or to the email of The Employer used in communications with The Provider. Any such notice will be deemed to have been served if delivered sent by email, at the time of transmission.

This clause does not apply to the service of any proceedings or other documents in any legal action, or, where applicable, any arbitration or other method of dispute resolution.

17.3 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable, or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

17.4 Each of the parties to this Agreement is an independent contractor and nothing contained in this Agreement shall be construed to imply that there is any relationship between the parties of partnership or of principal/agent or of employer/employee nor are the parties hereby engaging in a joint venture and accordingly neither of the parties shall have any right or authority to act on behalf of the other nor to bind the other by contract or otherwise, unless expressly permitted by the terms of this Agreement.

17.5 A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists or is available other than under such Act.

17.6 Any variation or amendment to this Agreement will not be binding on the parties unless set out in writing, expressed to amend this Agreement and signed by an authorised representative of each party.

17.7 The Employer will not be entitled to assign the benefit or burden of this Agreement or sub-contract its obligations without the prior written consent of the Provider. The Provider may from time to time appoint a person including but not limited to Vesta Financial Services Limited (company number 10267458) t/a Hug Life to provide products and services to the Employer under this Agreement. Where the Provider sub-contracts or delegates its obligations under this Agreement, the Parties agree that this Agreement does not create a contractual relationship between the Employer and the sub-contractor or delegate. The Provider does not act as agent of a sub-contractor or delegate. The Provider reserves the right to change the sub-contractor or delegate at any time without any reason and the Provider shall use reasonable endeavours to replace the service with an alternative, equivalent service.

17.8 This Agreement and the documents referred to in it constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement, and shall apply to the exclusion of and prevail over any express terms contained in any standard documentation of either party (including but not limited to any pre-printed standard terms and conditions).

17.9 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.

17.10 Each of the parties shall pay the costs and expenses incurred by it in connection with negotiating and entering into this Agreement.

17.11 No failure to exercise or delay in exercising any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy and no single or partial exercise of any right or remedy under this Agreement shall preclude or restrict any further exercise of such right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

17.12 The Provider may at any time, without notice to the Employer, set off any liability of the Employer to the Provider against any liability of the Provider to the Employer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. Any exercise by the Provider of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.

 

18.1 This Agreement and any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with it or its subject matter of formation shall be governed by and construed in accordance with the laws of England & Wales. Each party hereby irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matte or formation.

This agreement has been entered into on the date stated on the signed proposal.

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1.1 Save as for where a Party is acting as a Data Processor in accordance with paragraph 2 of this Schedule, the Parties acknowledge and agree that each Party will act as a separate and independent Data Controller of any Personal Data exchanged or obtained as a result of or in connection with its obligations under the Agreement, including (but not limited to) in respect of the purposes set out in Annex 1 to this Schedule.

1.2 To the extent that a Party acts as a Data Controller of Personal Data, that Party shall be responsible for the compliance obligations imposed on a Data Controller under Data Protection Legislation. Each Party shall notify the other:

and in each case the Parties shall co-operate with each other in handling such an event and provide reasonable assistance to the other in the discharging of their respective duties under Data Protection Legislation.

1.3 Without prejudice to paragraph 1.2, both Parties warrant and represent that it has and will ensure that it has issued all necessary appropriate notices, and (if applicable) obtained consents from relevant Employees, to enable the lawful processing, and any onward transfer, of Personal Data in accordance with Data Protection Legislation for the purposes of delivering the Hug Products and Services in accordance with this Agreement.

2.1 The Parties acknowledge and agree that the Provider will act as a Data Processor of Employer Personal Data on behalf of the Employer as a result of its provision of the Hug Products and Services for the purposes of Data Protection Legislation to which this paragraph 2 applies. The Description of Processing at Annex 2 of this Schedule sets out the scope, nature and purpose of Processing by the Provider, the duration of the Processing and the types of Personal Data and categories of Data Subject.

2.2 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This paragraph 2.2 is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under the Data Protection Legislation.

2.3 Without prejudice to the generality of paragraph 2.2, the Employer shall ensure that it issues all necessary appropriate privacy notices to Employees, and if applicable obtain valid consents, to enable lawful transfer of the Employer Personal Data to the Provider and/or lawful collection of the Employer Personal Data by the Provider on behalf of the Employer in accordance with Data Protection Legislation for the duration and purposes of this Agreement.

2.4 To the extent that the Provider acts as a Data Processor of any Employer Personal Data on behalf of the Employer, it shall:

2.5 In the Provider’s reasonable opinion, to the extent that it believes that any instruction received by it is likely to infringe the Data Protection Legislation or any other applicable law, the Provider shall promptly inform the Employer and shall be entitled to withhold its permission for any audit and/or provide the relevant Hug Products and Services until the Employer amends its instruction so as not to be infringing.

2.6 The Provider shall ensure that if any Employer Personal Data is disposed of, such disposal takes places in a secure manner such that Employer Personal Data is not recoverable.

ANNEX 1 TO SCHEDULE 2

CONTROLLER PURPOSES

1. Registration

2. Placing an order

3. Annual Leave Purchase Benefit (where applicable)

4. Technical Data

5. Usage Data includes information about how the use of the Site, products and services

6. Communications Data includes communication preferences.

1.6 Categories of Data Subject

The Employer Personal Data relates to Employees of the Employer.

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SCHEDULE 3 – Cycle to Work Benefit and Payroll Pay Benefits

3.1 each eligible Employee will be able to:

3.2 the Employee will then make an Order, via the Hug Software, for the Equipment in relation to Cycle to Work Benefit or for the required value in relation to the Payroll Pay Benefits (as applicable);

3.3 if the Employer is willing for the relevant Equipment, Non-Cash Benefits to be issued to the Employee, it shall approve the Order and enter into a salary sacrifice agreement or an agreement relating to the Net Deduction with the Employee in respect of the Equipment. The Employer shall approve Orders and reject Orders in accordance with clause 4 of this Agreement.

3.4 In relation to the Cycle to Work Benefit:

3.5 following receipt of a Purchase Order, the Provider will:

3.6 the Provider will issue a report to the Employer detailing the payroll deductions for each Employee matching the list at the end of each calendar month via email. The Employer will be responsible for making adjustments to the salary payments of each Employee.

5.1 this variation of employment contract will be in a form that the Provider believes will be suitable for the purposes of documenting the arrangements under the Benefits, but the provision of this and any other documentation or commentary (whether verbal or written and whether as to the terms of any agreement or as to the requirements more generally of a Benefit) does not constitute legal advice and should not be relied on as such by the Employer; and

5.2 if the Employer has any queries or concerns as to the legal effect of any variation of employment contract (including as to its compliance with consumer credit legislation) and/or as to the legal requirements around the Benefits generally, it should seek its own legal advice.

6.1 the Equipment selected by an Employee or the Non- Cash Benefits selected by the Employee and which is the subject of an Order asset out in paragraph 2 (or such alternative equipment or Non-Cash Benefits as may subsequently be agreed between the Employee and the relevant retailer or the Provider (as applicable) is made available by the relevant retailer or the Provider (as applicable) within a reasonable time, although, in relation to the Cycle to Work Benefit, in any event not before production by the Employee to that retailer of the Order authorisation and any applicable identity evidence. However, for the avoidance of doubt, delivery dates for equipment, goods or services cannot be, and are not, guaranteed and time is not of the essence in relation to these; and

6.2 in relation to all Equipment supplied to an Employee or the Non-Cash Benefits, the relevant retailer carries out any repairs or provides any replacements that the retailer would be under a legal obligation to carry out or provide if the Employee in question had purchased the relevant items directly from that retailer.

9.1 as soon as the Employer has approved an Order then provided the Equipment or the Non-Cash Benefit is still available for supply, a binding contractual commitment will be created for the payment of the relevant Equipment by the Employer or the Non-Cash Benefit. If, subject to the cancellation rights available to the Employee, an Employee wishes to cancel their participation in the Cycle to Work Benefit or the Payroll Pay Benefits and (where the Employee has already received the equipment or the Non-Cash Benefit) the Equipment obtained or the Non-Cash Benefit has been returned to the retailer where it was collected, in an unused condition, the Provider will cancel the relevant Purchase Order and (where it has already been included on an list) provide an amended list and credit note to the Employer;

9.2 where pre-payment is required, the Provider will not be under any obligation to release Equipment or a Non-Cash Benefit to an Employee until it has received in cleared funds from the Employer the full amount of the invoice for the Purchase Order in question; and

9.3 if an Employee returns the Equipment or the Non-Cash Benefit to the retailer or receives a reduction in the purchase of the Equipment or the Non-Cash Benefit in accordance with its statutory rights and the Provider receives repayment of any amount of the Purchase Price from the retailer, the Provider shall issue a credit note for the relevant refund or reduction to the Employer. For the avoidance of doubt, the Provider shall not be required to issue credit note if it does not receive a refund from the relevant retailer.

9.4 if an Employee wishes to replace the Equipment or the Non-Cash Benefit ordered with alternative Equipment or the Non-Cash Benefit with a lower price, there will be no obligation on the Provider to make any refund in respect of the difference, either to the Employer or the Employee. In this instance, the Employee will be required to cancel their original Order and reapply for the required lower value.

9.5 If an Employee return the Equipment or the Non-Cash Benefit to the retailer and incurs a delivery charge, the Employer shall procure that the Employee pays the delivery charge and pass such payment to the Provider. If the Employee fails to pay the relevant delivery charge, the Employer shall be responsible to pay the delivery charge to the Provider on the next relevant Invoice Date.

1.1 The Provider will provide a health management platform delivering evidence-based interventions to support employee wellbeing via a proactive, preventative approach.

1.2 Employees of the Employer will have access to the following services:

1.3 The Provider will provide the Employer with management information containing meaningful data insights, collected anonymously and presented on an aggregate basis to ensure no individual may be identified.

SCHEDULE 5 – Online GP

1. Online Clinician Video and Telephone Consultation Service

1.1 Employees of the Employer can book consultations (being either a video or telephone consultation) via the Your Care platform.

1.2 Once a consultation is booked, the Employee shall be sent an email to confirm the appointment and provide the access hyperlink to the Online Clinician Video and Telephone Consultation Service.

1.3 The appointment date will be made available to the Employee via the Your Care platform.

1.4 All Online Clinician Video and Telephone Consultations are securely recorded in the interests of all parties.

1.5 Employees may only access the GP Helpline Services if they are either a citizen or resident of the UK.

1.6 Hours of operation of the Online Clinician Video Consultation Service are shown as available consultation slots and will be no less than 8am – 10pm Monday to Friday (excluding Christmas Day).

1.7 Services cannot be provided to women who confirm (upon being asked) that they are or may be pregnant, even if the health concern does not directly relate to the pregnancy. In this instance, the user will be referred to their GP or other health professional.

1.8 Where appropriate and with the Employee’s consent and in accordance with relevant Data Protection Legislation, the GP Helpline provider shall ensure that Clinicians notify and provide a brief report of any Consultation with an Employee to their National Health Service GP.

1.9 Where appropriate, the Clinician can also provide an Open Specialist Referral, and/or Medical Certificate to the Employee, that will be sent as a password protected electronic document to the Employee’s registered E-mail address.

1.10 The GP Helpline provider reserves the right to terminate the provision of services to an Employee without notice if any abuse or inappropriate use of any of the services by an Employee, may that be verbal or clinical.

1.11 The GP Helpline service will include access to: