PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
Our Customer Terms of Service is an agreement that governs our customers’ use of the BenefitHut services. BenefitHut services are aimed at business customers only and are not available to consumers, including individuals, sole traders and unincorporated partnerships. If you think that you may be a consumer please do not use the BenefitHut services.
Our agreement consists of the following documents:
Master Terms: These contain the core legal and commercial terms that apply to your subscription.
Product Specific Terms: These include any additional terms displayed on our website that apply to your use of each of our product offerings, our consulting and other services and third party services.
Acceptable Use Policy (AUP): sets out what you can and can’t do while using our products and services.
Privacy Notice: Our privacy notice found at https://youatwork.com/privacynotice/ describes how we collect, receive, use, store, share, transfer, and process your Personal Data in connection with your use of the Subscription Service. It also describes your choices regarding use, as well as your rights of access to and correction of your Personal Data.
Your Order Form is the BenefitHut-approved form created following your purchase of one of our products or services through our online payment process or via in-app purchase. It contains all the details about your purchase, including your subscription term, products purchased and your fees. A copy of your Order Form will be emailed to you when you complete the order process.
We’ve aimed to keep these documents as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese”. By using the Subscription Service, you are agreeing to these terms.
We update these terms from time to time. If you have an active BenefitHut subscription, we will let you know when we update the terms via in-app notification or by email (if you subscribe to receive email updates). You can find archived versions of the Master Terms, Product Specific Terms and AUP here.
Last modified May 2021
2.Use of Services
4.Term and Termination
10.Disclaimers and Liability
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” or “Customer Terms of Service” means these Master Terms and all materials referred or linked to in here.
“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential. Confidential Information includes all information concerning: The Disclosing Party’s customers and potential customers, past, present, or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information doesn’t include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
“Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration, or other consulting services.
“Customer Data” means all information that you or Users submit or collect via the Subscription Service. Customer Data does not include Benefit Hut Content. “Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (the “UK GDPR”), as it forms part of the laws of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018; the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended.
“Free Services” means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.
“Benefit Hut Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services (as defined in the Product Specific Terms).
“Order” or “Order Form” means the Benefit Hut-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services.
“Personal Data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4 of the UK GDPR.
“Sensitive Information” means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable Data Protection Legislation applicable to health), personal information of children protected under any Data Protection Legislation applicable to children personal data, and any other information or combinations of information that falls within the definition of “special categories of data”, including racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation, under the Data Protection Legislation or any other applicable law relating to privacy and data protection.
“Subscription Fee” means the amount you pay for the Subscription Service.
“Subscription Service” means all our web-based applications, tools, and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://BenefitHut.com or another designated URL, and any ancillary products and services that we provide to you.
“Subscription Term” means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service.
“Third-Party Sites” means third-party websites linked to from within the Subscription Service, including Benefit Providers.
“Total Committed Subscription Value” means the aggregate amount of Subscription Fees paid or payable to us during your then-current Subscription Term(s) for all of your Benefit Hut accounts, but this amount excludes fees for renewals, Consulting Services and applicable taxes.
“Users” means your employees and/or contractors who are authorised to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
“Benefit Hut”, “we”, “us” or “our” means Youatwork Limited (Registered in England, Registered No: 4234654, registered office at Unit 8 Broadway, Bourn, Cambridge, England, CB23 2TA) (“YAW”), and Youatwork Financial Services Limited (Registered in England, Registered No: 06503351; registered office at Unit 8 Broadway, Bourn, Cambridge, England, CB23 2TA) (“YAW FS”) together trading as Youatwork.
“You”, “your” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.
2.USE OF SERVICES
2.1Access. During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Order. We might provide some or all elements of the Subscription Service through third party service providers.
2.2Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your BenefitHut account (if this option is made available by us). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your BenefitHut account.
2.3Service Uptime Commitment. We will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, with at least a 98% uptime, guarantee except for:
a. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time and
b. unscheduled maintenance performed outside Normal Business Hours (hours between 9am and 5pm on a day that is not a weekend or a Bank Holiday in UK), provided that We have used reasonable endeavours to give you at least 6 Normal Business Hours’ notice in advance.
2.4Limits. The limits that apply to you will be specified in your Order Form, this Agreement or in our Product and Services Catalog, these limits may also be designated only from within the product itself. For further information on the limits that apply to your subscription, please refer to the Product Specific Terms.
2.5Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, to improve your experience.
2.6Customer Support. For information on the customer support terms that apply to your subscription, please refer to the Product Specific Terms.
2.7Acceptable Use. You will comply with our Acceptable Use Policy at http://legal.youatwork.com/acceptable-use (“AUP”).
2.8Prohibited and Unathorised Use. You will not use the Subscription Service in any way that violates the terms of the AUP or for any purpose or in any manner that is unlawful or prohibited by this Agreement.
2.9You will notify us right away of any unauthorised use of your Users’ identifications and passwords or your account by following the instructions at http://legal.youatwork.com/acceptable-use (“AUP”).
2.10No Sensitive Information. You acknowledge that the Subscription Services have not been designed to process or manage Sensitive Information and accordingly you agree not to use the Subscription Services to collect, manage or process Sensitive Information. We will not have and we specifically disclaim any liability that may result from your use of the Subscription Service to collect, process or manage Sensitive Information.
2.11Customer Responsibilities. To realise the full value of the Subscription Service and Consulting Services, your participation and effort are needed. Responsibilities that may be required include maintaining accurate user data, distributing marketing material to promote the subscription service to your users, utilising the communications module to communicate the services to your Users.
2.12Free Trial. If you register for a free trial, we will make the applicable Subscription Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.
3.1The Subscription Fee will remain fixed for a period of 12 months from the start of your subscription unless (i) you exceed your Maximum User or other applicable limits (see the ‘Limits’ section above), (ii) you upgrade products, or (iii) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you. You can find all the information about how your fees may be otherwise adjusted in Product Specific Terms.
3.2Fee Adjustments after 12 months, we may increase your fees up to our then-current list price set out in our Product and Services Catalog. If this increase applies to you, we will notify you at least thirty (30) days in advance and the increased fees will apply at the start of the next month. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below.
3.3Payment by credit card. If you are paying by credit card, you authorise us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorise us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
4.TERM AND TERMINATION
4.1Term and Renewal. Your initial subscription period will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period, or one year.
4.2Notice of Non-Renewal. Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal.
4.3If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your Benefit Hut account, or by following the steps here, as applicable.
4.4Early Cancellation. You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the ‘Notice of Non-Renewal’ section for information on how to cancel your subscription.
4.5Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation, or assignment for the benefit of creditors.
4.6We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
4.7This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
4.8.1Suspension for Prohibited Acts
We may suspend any User’s access to any or all Subscription Services without notice for:
(i)use of the Subscription Service in a way that violates applicable laws or regulations or the terms of this Agreement,
(ii)use of the comms module send service that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or
(iii)repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to pre-screen, control, monitor or edit your Customer Data or Customer Materials.
4.8.2Suspension for Non-Payment
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service. Interest shall accrue on a daily basis on such due amounts at an annual rate equal to % over the then current base lending rate of Barclays Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
4.8.3Suspension for Present Harm
If your use of the Subscription Service:
(i)is being subjected to denial of service attacks or other disruptive activity,
(ii)is being used to engage in denial of service attacks or other disruptive activity,
(iii)is creating a security vulnerability for the Subscription Service or others,
(iv)is consuming excessive bandwidth, or
(v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service.
We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
4.9Effect of Termination or Expiration.
You will continue to be subject to this Agreement for as long as you have access to a BenefitHut account.
Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and BenefitHut Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
5.CUSTOMER DATA AND PERSONAL DATA PROCESSING
5.1You will ensure that all Personal Data collected and processed is kept accurate and up-to-date.
5.2You are responsible for any changes to the data including new joiners, leavers and any changes to employee status and service entitlement from corporate changes or promotion etc. You can do this in the administration suite either by uploading files or making individual additions and amendments.
5.3You will inform the Data Subjects of the purposes for which we process Personal Data at the time that their Personal Data is collected.
5.4In so far as required, both parties agree that they will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
5.5The parties agree that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Schedule 1 sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject.
5.6Your customer data is only held for, and used for, provision of the services under this Agreement. All data is entered by and or on behalf of you, and belongs to you.
5.7Without prejudice to the generality of clause 5.4, you will ensure that all necessary appropriate consents and notices are in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this Agreement.
5.8Without prejudice to the generality of clause 5.4, we will, in relation to any Personal Data processed in connection with the provision of our services and our obligations under this Agreement:
a)process that Personal Data solely for the purposes of providing our service and service support to you unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to Us to process Personal Data (Applicable Laws) (in which case we will promptly notify You of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit ss from doing so);
b)ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
c)ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
d)not transfer any Personal Data outside of the European Economic Area unless we and you sign the relevant version of the Standard Contractual Clauses and other requirements of the Data Protection Legislation are complied with;
e)assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
f)notify you without undue delay on becoming aware of a suspected or actual Personal Data breach, in which case each party shall follow its internal policies and procedures, as well as use reasonable endeavours to assist the other with any investigation, reporting and other actions in connection with such suspected or actual Personal Data breach;
g)at your written direction, delete or return Customer Personal Data and copies thereof to you on termination of the Agreement unless required by law to store the Personal Data and subject to other provisions of this Agreement in relation to possible return of Customer Personal Data; and
h)maintain complete and accurate records and information to demonstrate compliance with this clause 5 (and allow for audits by you or your designated auditor).
5.9 You warrant that should any data be downloaded through the Service by you, e.g. through use of reporting or data export, that data becomes your responsibility and applicable to your own data retention, security and privacy policies.
5.10 You agree not to record any information about criminal convictions or offences.
5.11You agree that is it your responsibility to ensure that Users understand what data is in BenefitHut and how it is used by you as the data controller.
5.12You consent to our use of sub-processors, as defined in Schedule 1. If We decide to appoint any further sub-processors we shall give you an opportunity to object to any such appointment within 14 calendar days from the day of our written notice (including via email).
5.13Limits on BenefitHut. We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law and this Agreement.
5.14Data Practices and Machine Learning. We may monitor use of the Subscription Service by all of our customers and use the information gathered in an aggregate and anonymised manner. We may use Customer Data in an anonymised manner for machine learning. For more information on these practices please see the ‘Data Practices and Machine Learning’ section of our Product Specific Terms.
6.1This is an agreement for access to and use of the Subscription Service, and you are not granted a licence to any software by this Agreement. The Subscription Service and Consulting Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the BenefitHut Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorised in writing by us.
6.2Except as expressly stated herein, this agreement does not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Subscription Service or the Consulting Services.
6.3We encourage all customers to comment on the Subscription Service or Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.
7.1The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Subscription Service or Consulting Services and except for your Benefit Hut Solutions Partner bound by confidentiality obligations), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
7.2The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any applicable state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or injunctive relief or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.
You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this use by sending us an email to firstname.lastname@example.org
You will indemnify, defend, and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of
(i)unauthorised or illegal use of the Subscription Service by you or your Affiliates,
(ii)your or your Affiliates’ noncompliance with or breach of this Agreement,
(iii)your or your Affiliates’ use of Third-Party Products, or
(iv)the unauthorised use of the Subscription Service by any other person using your User information.
We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defence or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defence or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
10.DISCLAIMERS; LIMITATION OF LIABILITY
10.1Disclaimer of Warranties. We and our affiliates and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of the Subscription Service, data made available from the Subscription Service, BenefitHut content, or the consulting services for any purpose. Application programming interfaces (APIs) may not be available at all times. To the extent permitted by law, the Subscription Service, BenefitHut content and consulting services are provided “as is” without warranty or condition of any kind. We disclaim all warranties and conditions of any kind, whether express, implied or statutory, with regard to the subscription service and the consulting services, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
10.2No Indirect Damages. To the extent permitted by law, in no event will either party or its affiliates be liable for any indirect, incidental, punitive, or consequential damages, or loss of profits, revenue, data or business opportunities arising out of or related to this agreement, whether an action is in contract or tort and regardless of the theory of liability; provided that, this limitation will not apply to you if you only use the free services.
10.3 Limitation of liability. Except for your liability for payment of fees, your liability arising from your obligations under the “Indemnification” section, and your liability for violation of our intellectual property rights, if, notwithstanding the other terms of this agreement, either party or its affiliates is determined to have any liability to the other party, its affiliates or any third party, the parties agree that the aggregate liability of a party and its affiliates will be limited to a sum equal to the total amounts paid or payable for the Subscription Service in the twelve months period preceding the event giving rise to a claim; provided however, this limitation will not apply to you if you only use the free services, and in this case, if we are determined to have any liability to you or any third party arising from your use of the free services, then our aggregate liability will be limited to one hundred pounds sterling (£100). Nothing in this Agreement excludes or limits either party liability for personal injury or death arising out of negligence, or for fraud or fraudulent misrepresentation.
10.4Third Party Products. We and our affiliates disclaim all liability with respect to third party products that you use. Our licensors will have no liability of any kind under this Agreement.
10.5Agreement to Liability Limit. You understand and agree that absent your agreement to this limitation of liability, we would not provide the Subscription Service to you.
11.1Amendment; No Waiver.
We may modify any part or all of the Agreement by posting a revised version at http://legal.Benefit Hut.com. The revised version will become effective and binding the next business day after it is posted. We will provide you notice of this revision by email or in-app notification.
If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the current terms posted at http://legal.BenefitHut.com will apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Subscription Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
11.2Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.3Actions Permitted. Except for actions for non-payment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
11.4Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
11.5Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
To BenefitHut: Notice will be sent to the contact address set forth in the Jurisdiction Specific Terms, and will be deemed delivered as of the date of actual receipt.
To you: your address as provided in our BenefitHut Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications centre of the Subscription Service. You must keep all of your account information current.
11.8Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganisation, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any Youatwork affiliate or in the event of merger, reorganisation, sale of all or substantially all of our assets, change of control or operation of law.
11.9No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
11.10Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.
11.11Governing Law and Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the jurisdiction of the courts of England and Wales.