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Gateway Service Description

 

PART A: TECHNOLOGY SERVICES

 BENEFEX GATEWAY

Benefex Gateway is the online platform that provides the Customer’s eligible Employees with access to the Modules set out in the Order Form.

Implementation

Item

Benefex Responsibilities

Customer Responsibilities

Project management

Provide project resource for the duration of the project (until Benefex Gateway Live Date).

Manage the:

project plan; and

attend update calls and plan review.

The Customer shall:

Review and approve/sign off documentation.

Attend all update calls and meetings.

Ensure availability of suitable project resources for agreed deliverables, including but not exclusively IT and business subject matter experts.

Design (including brand application)

Complete the Benefex Gateway configuration document, creation of all system text and 1 set of amends in the Design Documents.

Provide branding materials (including logos, colours, images) in format required by Benefex;

Review and sign off Benefex Gateway configuration document (including branding approval, system text, attachments and links).

System implementation

Complete the application of the signed off Benefex Gateway configuration document.

 


Customer administration access

Item

Benefex Responsibilities

Customer Responsibilities

Customer administrations

Complete the System User Licensing procedure (including the provisions of up to 5 administration user accounts for Administration access).

Complete the System User Licensing procedure, providing employee system access for all eligible Employee population.

Configure User access mechanism, based on Benefex security standards password/access requirements.

Provide and maintain a list of individual Employees to be granted administration user accounts.

Define the eligible Employee population for Benefex Gateway access.


Maintenance and downtime

Item

Benefex Responsibilities

 

System Maintenance

Manage core system upgrades. Undertake as scheduled outages or part of the Scheme Renewal/new functionality request.

 

 

Unscheduled downtime

Complete technical changes wherever possible outside of Business Hours.

Complete urgent support / changes during Business Hours, where required.

Provide Customer with (i) detailed reasons as to why the unscheduled downtime has been required and (ii) the expected time for the resumption of normal Service provision.

 


ONLINE BENEFITS

The Online Benefits Module(s) are provided from within the Benefex Gateway platform that will include data from Customer’s HR system to enable Employees to see their current employee benefit entitlement and select from the range of benefits available. The Module(s) cover benefit information, benefit rates and all selections open to each Employee. An Employee will be able to make benefit choices from the benefits they are eligible for as defined by the Design Documents.


Implementation

Item

Benefex Responsibilities

Customer Responsibilities

Benefit Design

Create and maintain a Benefit Design document for each Benefit, based upon the previously agreed Scheme Planning Document, incorporating:

eligibility rules;

structure of benefit;

rates;

life events (as allowed by relevant Benefit Provider); and

provider details.

Provide all information requested by Benefex to complete the Benefit Design Document.

Review and sign off each Benefit Design.

Select and approve the Benefit Providers for each benefit (and sign contract with Benefit Provider).

Data Input Format

Provide the Customer with the standard HR Data Input Specification for one (1) HR data file per month.

Provide HR data file in accordance with the HR Data Input Specification.

Data Output and Reporting

Provide:

Standard Payroll Data Output Specification.

Standard monthly report to be provided to each Benefit Provider on behalf of Customer.

 

Sign off the Payroll Data Output Specification.

Create and provide necessary codes for payroll reports.

 

System Implementation

Complete the application of the approved Benefit Design documents.

 

Customer Acceptance Testing (CAT)

Provide an environment for customer testing.

Provide appropriate resources and execute test scenarios to effectively verify Benefit Design build, based upon Benefex standard test database.

Manage and run the CAT cycle and provide feedback to Benefex at the agreed dates.

Initial Data Load

Following completion of Customer Acceptance Testing:

– Load one (1) master HR data file, in Benefex standard format, with core data for each Employee.

-Moorepay customers will have their data transferred via API.

 

– Provide one (1) master HR data file, in Benefex standard format, with core data for each Employee.
– Moorepay customers will have their data transferred via API.

 

 
Processing

Item

Benefex Responsibilities

Customer Responsibilities

Data transfer and timetable

Provide Customer with details of:

Secure data transfer process; and

Timetable for the provision of standard HR Data Input file (“Processing Calendar”).

Confirm their agreement regarding secure data transfer process.

Agree timetable for the provision of HR data files.

Data load

Validate and process one (1) standard HR data file (in accordance with the Data Input Specification and the agreed Processing Calendar). Moorepay customers will have their data transferred via API.

 

OR (if the Customer is self-administering)

 

Provide support on queries from Customer loading in their own data.

Provide access to Online Benefits module to all eligible Employees based upon standard HR Data Input file.

Ensure the system processes all data changes within the Data Input file as per the defined scheme rules – including, new joiners, leavers, change in detail, change in eligibility.

 

 

Create and provide a standard HR Data Input file in accordance with the specification and the Processing Calendar.

Review and respond to validation errors and issues within agreed timescales. Moorepay customers will have their data transferred via API.

 

OR (if the Customer is self-administering)

 

Validate and process one (1) standard HR data file (in accordance with the Data Input Specification and the agreed Processing Calendar).

 

Monthly report production

The following only applies if the Customer is not self-administering:

Complete the monthly processing of reporting in accordance with the agreed Processing Calendar:

– One (1) Payroll report; and

– One (1) standard Benefit Provider report for each Provider;

Send reports to Customer and Benefit Provider using Secure File Transfer Protocol (SFTP).

Use Benefex SFTP online service to access reports.

Process the Payroll report.

Calculate and process payroll.

 

OR (if the Customer is self-administering)

 

Complete the monthly processing of reporting in accordance with the agreed Processing Calendar:

– One (1) Payroll report; and

– One (1) standard Benefit Provider report for each Provider;


Scheme Renewal

Item

Benefex Responsibilities

Customer Responsibilities

Scheme Renewal

Review and update the current Benefit Design for each implemented benefit, this includes:

– update of benefit page text (one iteration);

– update of FAQs (one iteration);

– replacement of attached documents; and

– the update of provider rates.

Review and update the Processing Calendar for the forthcoming year.

Review and sign off:

 

Each Benefit Design, including:

– update of benefit page text;

– update of FAQs;

– replacement of attached documents; and

– the update of provider rates.

Processing Calendar for the next year;

 

Provide rates within the dates in the project plan for Customer brokered benefits.

 
DISCOUNTS & CASHBACK

This online retailer and leisure Discount & Cashback Module within the Benefex Gateway platform is subject to the eligibility rules that will enable Employees to take advantage of money-off discounts, cash back offers and discounted gift cards.


Implementation

Item

Benefex Responsibilities

Customer Responsibilities

System Implementation

Complete the application of the module within Benefex Gateway.

Review and sign off any required documentation


Processing

Item

Benefex Responsibilities

Customer Responsibilities

Ongoing Data Processing and Management

Provide access to the Discounts & Cashback module to all eligible Employees.

Identify eligible Employees in HR Data Input file.

 


PART B: TERMS & CONDITIONS SPECIFIC TO THE TECHNOLOGY SERVICES ONLY

1            ACCESS TO THE SERVICES

1.1         Subject to the restrictions set out in this clause 1 and the other provisions of this Agreement, Benefex hereby grants to the Customer a non-exclusive, non-sublicensable, non-transferable right (without the right to grant sub-licences) to permit the Customer, members of the Customer’s Group and the Employees to use Benefex Gateway and the Services during the term of this Agreement.

1.2         Benefex does not warrant that the Customer’s use of Benefex Gateway will be uninterrupted or error-free.

1.3         Benefex shall not be liable for any Losses arising directly or indirectly from any Employee’s failure to keep a secure password for their use of Benefex Gateway.

1.4         The Customer shall not:

1.4.1     store, transmit or distribute any Malware through Benefex Gateway or otherwise when receiving the Services;

1.4.2     access, store, distribute or transmit any material during the course of its use of Benefex Gateway that:

(a)         is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b)         facilitates illegal activity;

(c)          depicts sexually explicit images;

(d)         promotes unlawful violence;

(e)         is discriminatory based on age, race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or

(f)          causes damage or injury to any person or property;

and Benefex reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

1.5         The Customer shall not:

1.5.1     except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

(a)         and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Benefex Gateway (as applicable) in any form or media or by any means; or

(b)         attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software and/or Benefex Gateway; or

1.5.2     access or use all or any part of Benefex Gateway in order to build a product or service which competes with Benefex Gateway and/or the Services whether for its own use or use by third parties; or

1.5.3     access or use all or part of Benefex Gateway to provide services to third parties (other than members of the Customer’s Group and the Employees as permitted by this Agreement); or

1.5.4     licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Benefex Gateway available to any third party other than members of the Customer’s Group and the Employees as permitted by this Agreement; or

1.5.5     attempt to obtain, or assist third parties in obtaining, access to the Services and/or Benefex Gateway, other than as provided under this clause 1.

1.6         Without limiting the terms of clause 1.5, the Customer shall not at any time or in any circumstances (including on the termination of this Agreement) permit access to Benefex Gateway or the Software or the Services to any alternative supplier or potential alternative supplier of the Services or any services similar to the Services.

2            BENEFEX’S OBLIGATIONS

2.1         Benefex shall ensure that the Modules comply with the Design Documents.

2.2         Benefex shall not be responsible for any Losses caused by use of Benefex Gateway contrary to Benefex’s instructions or this Agreement, or modification or alteration of Benefex Gateway by any party other than Benefex or Benefex’s duly authorised contractors or agents.

2.3         Benefex (or its duly authorised contractors or agents) shall, without additional charges to the Customer:

2.3.1     implement patches and fixes to Benefex Gateway; and

2.3.2     implement new versions of Benefex Gateway

as Benefex, in its absolute discretion, may from time to time decide (provided that such patches, fixes, and new versions do not entail a material diminution in performance, availability, capacity or functionality of Benefex Gateway).

3            CUSTOMER’S OBLIGATIONS

3.1         The Customer shall:

3.1.1     be responsible for ensuring that the Design Documents reflect the rules of and eligibility to the Benefits required by the Customer;

3.1.2     ensure (and shall procure that its Employees shall ensure) that each authorised user keeps a secure password for use of the Software and Benefex gateway and that each authorised user keeps the password confidential;

3.1.3     use all commercially reasonable endeavours to prevent any unauthorised access to, or use of, the Software and the Services and shall notify Benefex promptly in writing of any such unauthorised access or use it becomes aware of.

3.2         If the Customer is self-administering certain obligations pursuant to Service Description and as confirmed in the Order Form, the Customer acknowledges that:

3.2.1     it shall perform the obligations described in Service Description;

3.2.2     any act, failure or omission by the Customer in performing the self-administration tasks which causes Benefex to incur any delay or failure to perform the Benefex obligations shall be regarded as a Customer Delay.

4            TERM AND TERMINATION

4.1         Benefex uses a third party to provide the Benefex Gateway platform to its customers. In the event that the agreement with the third-party subcontractor is terminated, Benefex may, at its sole discretion, either: (i) terminate this Service with reasonable notice to the Customer (which shall be no less than thirty (30) days wherever reasonably possible); or (ii) transfer the Customer to Benefex’s similar technology product (OneHub) at a cost to be discussed between the parties if or when applicable.

5            SUBCONTRACTING

5.1         Benefex shall be entitled to:

5.1.1     sub-contract the delivery of any of the Benefit Provider Modules to third parties;

5.1.2     sub-contract the delivery and provision of Benefex Gateway;

5.1.3     change the identity at any time of the provider of any Benefit Provider or Benefex Gateway subject to:

(a)         giving reasonable notice to the Customer of the change; and

(b)         ensuring that the new Benefit Provider or provider of Benefex Gateway delivers the relevant Benefit Provider Module(s) and/or Benefex Gateway in accordance with the Service Description.

 

PART C: SERVICE LEVELS AND SERVICE CREDITS FOR TECHNOLOGY

System Availability

 

 

 

Availability Target & Credit %




Threshold

Title

Description

Measurement

>=99%

>=95% & <99%

>=85% & <95%

<85%

Benefex Gateway Availability

Available to be used for the Services and functionality within this Agreement (excluding scheduled outages)

Monthly

N/A

2.5%

5.0%

7.5%

<85%

Service Level Conditions:

  • Availability refers to an access point on a cloud-based monitoring service. Availability does not include: (i) scheduled outages (ii) events caused by the Customer; (iii) third party-caused outages or disruptions (except to the extent that such outages or disruptions are caused by those duly authorised third parties sub-contracted by Benefex to perform the Services); or (iv) outages or disruptions attributable in whole or in part to Force Majeure.  Measurements are performed at five-minute intervals during Business Hours and measure the availability of an availability test page within the Software for 30 seconds. Availability measurement begins on the first Business Day of the first calendar month, beginning not less than thirty (30) days after the Initial Period Start Date (Technology).  Availability measurement is carried out by Benefex (or its duly authorised agents or contractors) and is based on the monthly average percentage availability, calculated at the end of the calendar month as the total actual uptime minutes divided by total possible uptime minutes in the month.  Benefex shall keep, and make available on reasonable request, records of its availability measurement activities.
  • Service Credit calculation is based upon the percentage of Annual Subscription Fees attributable to that month in which the Service Level has not been achieved.
  • Scheduled outages – Benefex Gateway: scheduled maintenance windows currently are limited to outside of Business Hours when service availability may be impacted. Benefex do not always use the maintenance windows and, even if used, service may not be impacted.  Note: this does not apply to unscheduled (emergency) maintenance which may be required from time to time.
  • All Service Credits are cumulative but in each month are subject to a maximum cap equal to 10% of the Annual Subscription Fees attributable to that month.

 

Consulting

PART A: CONSULTING SERVICES

 CUSTOMER MANAGEMENT

Customer Management services include the appointment of a consultant and account management services, if set out in the Order Form, and shall provided as set out below.

Item

Benefex Responsibilities

Customer Responsibilities

Account Management

Appoint a consultant and provide the Customer with the relevant contact details.

Provide Benefex with contact details of the Customer personnel that the Benefex Consultant should liaise with.

Consultancy

The appointed Benefex consultant shall:

provide face-to-face or remote (where agreed) contact to provide benefits consultancy services and relationship management;

work closely with the Customer to understand needs and objectives for benefit provisions for the Customer’s Employees;

agree and manage the resources required for the delivery of the Services and prioritisation of the tasks required;

act as a point of escalation if the customer services team are unable to resolve a query.

Provide Benefex with details of its needs and objectives for benefit provisions for the Employees.

Customer Services

Manage day-to-day Customer queries;

Co-ordinate and ensure the delivery of the Services;

Manage and monitor levels of Customer satisfaction, including the overall level of satisfaction with the Services and the quality of the advice provided;

Escalate queries to the appointed consultant where applicable.

 

 

Employee Education

Co-ordinate and deliver presentations covering the range of benefits arranged by Benefex; and

Co-ordinate and deliver meetings covering the range of benefits arranged by Benefex, as set out in the Order Form.

 

 

Employee Benefit Guide

Produce an annual employee benefit guide detailing the employee benefits offering and technical support available.

 

GROUP PERSONAL PENSION

Benefex offers group personal pension support services to support the Customer with the processing of its appointed pension provider’s Pension Scheme offered to Employees. Group Personal Pension Support Services, if included in the Order Form, shall be provided as set out below.

Item

Benefex Responsibilities

Customer Responsibilities

Scheme Design Review

Provide advice on:

benefit design in the light of legislation, general practice, cost;

auto enrolment and re enrolment in line with automatic enrolment legislation; and

salary sacrifice including (a) implementation of a salary sacrifice programme; and (b) analysis of the impact on Employees in relation to state and welfare benefits where applicable.

 

New Entrants Processing

Obtain written notification from the Customer of the new joiner details;

Process all new entrants from application to the first monthly payroll contribution.

Provide Benefex, in writing in the format agreed between the parties, with the details of new joiners.

 

Monthly Processing

Ascertain the date for pension data to be submitted to the Customer for payroll purposes and agree the format for the delivery of monthly pension payroll schedules.

Undertake the online processing of contribution schedules allowing sufficient time to enable the payroll deductions to commence.

Make payments to the Pension Scheme Provider by the 19th of the following month.

Process mid-year changes to contributions (such as maternity leave or sabbaticals) promptly upon notification in writing in the agreed format by the Customer.

Provide Benefex with the information required to ascertain the date for data to be submitted to the Customer for payroll purposes.

Scheme Renewal

Liaise with the Customer to request updated salary and Member information.

Process the updated information from the Customer by liaising with the Pension Scheme Provider.

Provide Benefex with information relating to the Member’s salary and the Member to enable to the information to be updated with the Pension Scheme Provider.

Withdrawal Processing

Liaise with the Customer to obtain written notification from the Customer of leavers’ details.

Liaise with the Pension Scheme Provider to process all claims where an Employee is deceased (from notification to settlement).

Provide Benefex, in writing in the format agreed between the parties, with the details of leavers.

Customer Assistance

Periodically review the Pension Scheme Provider service standards and monitor whether the pension provider’s service meets the Customer’s and Benefex’s expectations.

Benchmark the Pension Scheme Provider’s service standards against agreed benchmarking criteria.

Provide Benefex with details of its expectations and service criteria to enable Benefex to review the Pension Scheme Provider against them.

Agree with Benefex in writing any reasonable and appropriate benchmarking criteria.

Employee Assistance

During Business Hours:

provide technical assistance to support responses to Member queries;

provide telephone and/or email support for Group Personal Pension (GPP) Members to answer any general queries relating to the Pension Scheme;

provide guidance in respect of Member’s pension transfer requests for GPP members; and

provide support for GPP leaver queries.

Provide a listing of Customer support services contact details including numbers, emails, names.

Provide an escalation path for each relevant department.

Answer questions and escalations from Benefex within one Business Day where reasonably practical.

The Group Personal Pension Services do not include:

  • giving instructions for, undertaking or managing any changes to any employee benefits platform;
  • any advice to Members or Employees;
  • any work in relation to Defined Benefit pension schemes

PENSION GOVERNANCE

Benefex offers pension governance support services to enable the Customer to review and assess its pension scheme(s) offered to Employees. Pension Governance Support Services, if included in the Order Form, shall be provided as set out below.

Item

Benefex Responsibilities

Customer Responsibilities

Governance Meetings

Provide attendance at a governance meeting (limited to one per year) (either face-to-face or remotely) to include:

provide a pension governance report distilling the relevant management information and key strategic issues from the pension plan;

overview of the investment performance of the Pension Scheme benchmarked against (i) market sector; (ii) inflation; and (iii) economic environment;

review that the Pension Scheme charges are in line with legislative requirements (including benchmark of charges in similar schemes); and

confirmation from the Pension Scheme Provider that contributions have been paid in line with legislative requirements.

Ensure authorised representatives attend the pension governance meetings.

Governance Strategy

Benefex shall host a Customer strategy meeting (limited to one per year) (which may be incorporated in the annual governance meeting referred to above) to include consideration of:

legislative changes – commentary on any appropriate changes related to Pension Scheme and income tax restrictions;

Pension Scheme structure review – is any change planned;

Pension Scheme Provider expectations – has the Pension Scheme Provider raised any concerns that may need to be addressed;

Pension Scheme Provider review – recommendation as to whether a provider review should be undertaken. (Any actual review would be subject to a separate engagement and additional Fees); and

Customer’s planned changes to Pension Scheme membership – Benefex will provide guidance around any major planned change in Pension Scheme membership due to significant recruitment strategy, redundancy programs or TUPE transfers in or out.

Liaise with Benefex to discuss and agree the Pension Scheme structure during the review.

Make any necessary decisions regarding strategy and structure promptly to allow Benefex to provide the Services.

Confirm with Benefex any planned changes to Pension Scheme membership.

The Pension Governance Support does not include:

  • giving instructions for, undertaking or managing any changes to any employee benefits platform;
  • any advice to Members or Employees;
  • any work in relation to Defined Benefit pension schemes.

TAILORED BENEFITS

The Tailored Benefits shall be discussed with the Customer from time to time as part of the Services. The Tailored Benefits, if included in the Order Form, shall be provided as set out below.

Item

Benefex Responsibilities

Customer Responsibilities

Benefits Review

Undertake an initial review of any existing benefits used by the Customer at the Agreement Start Date in order to determine whether more suitable Tailored Benefits are available for the Customer Requirements.

Provide information and guidance to the Customer in respect of the implementation of appropriate Tailored Benefits suitable for the Customer Requirements.

Provide Benefex with details of existing benefits.

Confirm the Customer Requirements to Benefex and update Benefex if they change.

Evaluate the Tailored Benefits to assess the suitability of the benefits and their providers

Due Diligence

Perform reasonable due diligence on each Tailored Benefit Provider that Benefex suggests which shall include:

financial strength of the insurer/ Scheme provider (using an industry-standard rating system, such as Standard & Poor or Moody’s);

service standards;

account management;

market reputation;

additional services available; and

quality of benefit.

Conduct any additional due diligence on the Tailored Benefits providers which it wishes to carry out (including information security).

Scheme Implementation

Provide letters of appointment for signature by the Customer to be issued to the relevant Tailored Benefit Provider(s) involved.

Conduct an audit of the Scheme(s) based on the Tailored Benefit Providers’ policy details.

Prepare a Scheme summary for the Customer confirming the current Tailored Benefit basis.

Liaise with the Tailored Benefit Provider(s) where necessary to discuss any action points or issues arising as a result of the audit.

Sign the required letters of appointment to enable Benefex to liaise with the Tailored Benefit Provider on the Customer’s behalf;

Provide any details of the Scheme(s) required by Benefex to conduct the audit.

Scheme Renewal

Assess the incumbent Tailored Benefit Provider(s) provisional renewal terms and costing options available.

Identify any revised or new service requirements specific to the Customer’s objectives (including updating the Customer Requirements documentation).

Provide updated membership data as required within requested timeframes

Market Review

Perform a market review as set out in this description when the then-current rates for the Customer expire (this will depend on the policy/ies currently in force and may not be annually).

Identify prospective providers to be used during the market review.

Issue a tender document to the panel of prospective providers setting out the Customer’s risk profile and factual information (including claims experience, membership data and current scheme benefits).

Evaluate the current scheme design and market options and recommend actions at Scheme renewal.

Produce a final recommendation.

 

Documentation Review

Check the Scheme specifics in the Tailored Benefit Provider’s policy documentation against the quote terms accepted by the Customer;

Check any subsequent Tailored Benefit Provider’s policy documentation in relation to a Scheme design amendment.

 

Database Administration

Maintain comprehensive central records detailing the Tailored Benefit(s) sourced, the insurance basis, the Scheme renewal dates, Scheme history, and Member data (where applicable and necessary).

Provide key reference documents for Customer to view periodically upon request including policy documents, Scheme accounts, consultancy reports and Scheme specifications.

 

Underwriting Support

Provide reasonable assistance to the Customer in the resolution of new joiner and Member underwriting issues with the Tailored Benefit Provider(s).

Provide support in dealing with situations where non-standard terms are offered by the Tailored Benefit Provider(s).

 

Claims Management

Liaise with the Tailored Benefit Provider(s) where necessary to assist in the resolution of ad hoc claims settlements.

Liaise with the Employee or Member and the Benefit Provider regarding claims in the first instance (where claims are not made directly by the Employee or Member).

Escalate issues requiring further support to Benefex, providing as much information as Benefex reasonably requires to assist with negotiating a resolution with the Benefit Provider;

Notify Benefex promptly of any risk claim (such as life / critical illness or income protection) where support is required.

Processing Joiners/Leavers

Provide support in relation to joiners, leavers and those Members requiring amendments during the Scheme year by acting as the coordinator between the Customer and the Tailored Benefit Provider(s).

Manage the process involved when new joiners (including dependants) are required to be underwritten to join a Scheme.

Provide Benefex, in an agreed format in writing, with all necessary information about new joiners or leavers.

Provider Relationship Management

Provide assistance, when requested, in relation to the Customer’s relationship with the providers of the Tailored Benefits.

Enter into a contract with each selected Tailored Benefit provider (acknowledging that Benefex is unable to provide legal advice or support in relation to the terms of such contract).

MARKETPLACE BENEFITS

The Marketplace Benefits if included in the Order Form, shall be provided as set out below. A full list of the Marketplace Benefits is available to the Customer on request. Benefex reviews and assesses the Marketplace Benefit Providers before accepting them as Marketplace Benefit Providers. A Marketplace Benefit Provider is managed in line with Benefex’s framework. Benefex does not give any warranties about Marketplace Benefit Providers or the Marketplace Benefits.

Item

Benefex Responsibilities

Customer Responsibilities

Benefit Implementation

Agree with the Customer and record which (if any) Marketplace Benefits are to be implemented in each Year by the Customer.

Introduce Customer to each selected Marketplace Benefit Provider.

Evaluate the Marketplace Benefits to assess the suitability of the benefits and the Marketplace Benefit Provider.

Decide which Marketplace Benefits it wishes to select for its Employees and confirm selection with Benefex in writing.

Enter into a contract with each selected Marketplace Benefit Provider.

Provider Information

Provide information to the Customer about each selected Marketplace Benefit and Marketplace Benefit Provider.

Provide information to support Customer decision in selecting Marketplace Benefits

 

Due Diligence

Perform reasonable due diligence on each Marketplace Benefit Provider prior to adding them to the list of Marketplace Benefits Benefex can provide access to.

Conduct any additional due diligence on the Tailored Benefits providers which it wishes to carry out (including information security).

 

PART B: TERMS & CONDITIONS SPECIFIC TO THE CONSULTING SERVICES ONLY

1                BENEFEX’S OBLIGATIONS

1.1             Benefex shall:

1.1.1         comply with all requirements relating to its FCA authorisations;

1.1.2         notify the Customer immediately in writing if Benefex’s FCA authorisation is withdrawn or threatened to be withdrawn; and

1.1.3         take reasonable steps to confirm that any third party to which it may delegate any activity under this Service Schedule is suitable and competent and, if applicable, Benefex is authorised to so delegate under the Financial Services and Markets Act 2000.

2                CUSTOMER’S OBLIGATIONS

2.1             The Customer shall:

2.1.1         provide Benefex with the relevant permissions to approach the Customer’s Benefit Providers to obtain the relevant information to enable Benefex to provide the Services; and

2.1.2         co-operate with Benefex (including the provision of information and evidence) in connection with the requirements of the FCA concerning identification and verification of customers and if the Customer does not co-operate with this clause the Customer acknowledges that Benefex may be unable to provide the Services.

3                GENERAL PROVISIONS

3.1             All instructions must be in writing and Benefex, at its sole discretion, may decline to act (in whole or part) on a verbal instruction. If Benefex acts on a verbal instruction, then, in the absence of manifest error and fraud, Benefex’s interpretation of such instruction shall be indisputable. In addition, if Benefex knows or believes that an instruction is inconsistent with the Investment Objectives, Benefex shall notify the Customer and, unless and until the Customer confirms such instruction in writing, Benefex shall not take any further action on, or in connection with, such instruction.

3.2             Benefex shall use reasonable efforts to comply with any restrictions or limits on the types of investments and/or markets the Customer wishes to invest in (such restrictions to be notified to Benefex in writing) in addition to complying with the restrictions set out in the Investment Objectives.

3.3             If Benefex has a material interest in any Transaction (other than pursuant to the proper performance of the Agreement); or, if Benefex has a material connection to, or relationship with, a third party which itself is materially involved in any such Transaction, Benefex shall withdraw from the Transaction and shall take no, or no further, part in it. The Customer may waive this prohibition and will not unreasonably refuse to do so after Benefex has made full disclosure of its interest, connection or relationship.

3.4             In accordance with Benefex’s obligations under the Proceeds of Crime Act 2002 or other similar legislation affecting financial crime and other anti-money laundering legislation, where knowledge or suspicion of money laundering arises, Benefex may pass certain information known to, or suspected by, it to the appropriate authorities. This may result in a delay to a transaction and/or a decision that Benefex will cease acting for the Customer.

3.5             Benefex shall, where the Customer also receives Technology Services, ensure that any changes to the Benefits brokered or provided through Marketplace  are promptly reflected in the Benefex Gateway platform design and processes.

4                FEES AND PAYMENT

4.1             In consideration for provision of the Services, Benefex shall be entitled to Fees or Commission for the Services as set out in the Order Form.

4.2             If the form of payment includes Commission:

4.2.1         the Customer agrees that Benefex may be paid Commission by the relevant Benefit Providers;

4.2.2         upon the Customer’s reasonable request, which shall not be more frequently than once per Year, Benefex will share details of the Commission it receives;

4.2.3         Benefex shall be entitled to retain all Commission in respect of the full policy period, even if the Services or Agreement ends for any reason or if the policy is cancelled or if the Customer appoints another intermediary in place of Benefex during the period of the policy;

4.2.4         subject to clause 4.2.3, Benefex shall continue to receive Commission until Benefex ceases to be the appointed intermediary; and

4.2.5         Benefex shall not be obliged to give or offer, any rebate or discount to the Customer based on any Commission received or to be received.

4.3             If the form of payment includes fees:

4.3.1         the fees for each Year are set out in the Order Form;

4.3.2         the Customer shall pay the fees whether or not the Customer proceeds with any recommendation provided by Benefex or whether the Customer enters into a contract for any Benefit; and

4.3.3         Benefex shall be under no obligation to refund all or part of the fees in any circumstances.

4.4             If the form of payment is a fee offset by Commission:

4.4.1         Benefex shall provide to the Customer a statement of the fees for each Year on (or as soon as practicable after) the Initial Period Start Date (Consulting) and for each subsequent anniversary;

4.4.2         if the amount of the Commission received by Benefex in any Year is less than the fee for that Year, Benefex shall issue an invoice to the Customer in respect of the shortfall between the fee and the Commission received and the Customer shall pay the shortfall to Benefex in accordance with the payment terms in the Agreement; and

4.4.3         if the amount of the Commission received by Benefex in any Year exceeds the fee for that Year, Benefex shall retain the excess.

5                SUSPENSION AND TERMINATION

5.1             Without limiting its other rights or remedies, Benefex shall be entitled to terminate this Agreement with immediate effect if:

5.1.1         Benefex has its FCA authorisation or any other licence, registration, approval, authority or membership of any regulatory authority necessary for it to perform any of its obligations under this Statement of Work or the Agreement suspended, withdrawn, revoked or cancelled; or

5.1.2         the FCA or other regulatory authority requires the parties to terminate this Statement of Work or the Agreement.

6                REGULATORY STATEMENTS

6.1             Benefex Financial Solutions Limited is Authorised and Regulated by the FCA, registration number 468665.

6.2             FCA Permissions: Benefex is permitted to advise on and arrange life policies, non-investment insurance contracts, personal pension schemes and stakeholder pension schemes. Benefex does NOT handle client money.

6.3             Customer Categorisation: A requirement of the FCA is to determine and communicate the level of protection available to customers within the financial services industry. As such, based on the size and activities undertaken Benefex believes that the Customer is deemed to be a “Commercial” customer, as defined by the FCA.

Irrespective of categorisation, Benefex will continue to apply the requirements of the FCA. However, the protection afforded by the Financial Ombudsman Service, which customers may refer to should they be dissatisfied with the outcome of an investigation under Benefex’s complaints procedures, and the Financial Service Compensation Scheme, which provides compensation to customers should a successful claim be made against a firm which is no longer trading or solvent, may not be available in respect of the advice and Services provided under the terms of this Agreement. Further information on these authorities is available upon request.

If the Customer feels that the Commercial classification is incorrect, or circumstances change which require a review of the above classification, the Customer should contact Benefex as soon as possible.

6.4             Letters of Appointment: If required by Benefex, the Customer agrees that it will issue a Letter of Appointment for each Benefit and Benefit Provider confirming that Benefex is authorised to represent the Customer and the Customer confirms that it will not appoint an alternative broker for the duration of this Agreement.

6.5             Complaints Procedure: Benefex recognises the importance of treating its customers fairly at all times. Benefex wants its customers to be confident that they are dealing with a firm where the fair treatment of customers is central to its culture. Benefex is fully committed to providing the Customer with products, services and advice that meets the Customer’s needs. In addition, any associated information that Benefex issues the Customer will be clear and easy to understand. If the Customer feels Benefex’s Services have fallen short of this, in addition to the dispute resolution provisions set out in the Master Services Agreement (for regulated Services only), a copy of Benefex’s complaints procedure can be obtained upon request from Benefex Financial Solutions Limited, Mountbatten House, Grosvenor Square, Southampton, SO15 2JU or by email to [email protected].

7                INSURANCE INTERMEDIATION

7.1             To the extent Benefex acts as an insurance intermediary, it will assume unless the Customer advises Benefex to the contrary, that the Customer authorises it to agree with insurers the terms and conditions of any insurance contract consistent with the Customer’s instructions to Benefex. The Customer should not rely on any insurance contract it has instructed Benefex to place until Benefex has confirmed to the Customer in writing that the insurance cover is in place. The Customer must comply with the terms of the insurance policy it has purchased including any subjectiveness or express or implied warranties. Failure to comply may entitle the insurer to cancel the Customer’s insurance contract. Benefex will advise the Customer of any inability to place its insurance.

7.1.1            Insurers are subject to FCA regulation and are required to have adequate banking, financial services and insurance resources, but Benefex cannot guarantee the solvency of any insurer. The Customer’s liability for premium, whether in full or pro rata, may arise despite an insurer becoming insolvent and Benefex cannot and does not guarantee that the insurers with which it places any insurances on the Customer’s behalf will meet the Customer’s claims.

7.2             Duty of Disclosure: Failure to disclose, or misrepresentation of, material facts entitles insurers to decline claims and may lead to the Customer’s policy being completely invalidated. Therefore, the Customer is obliged to:

7.2.1         when instructing Benefex to place or renew insurances on its behalf, disclose any and all facts known to it (or which ought to be so known), which will or reasonably might influence an insurer’s decision whether or not to accept the risk and on what terms and at what premium to accept the risk;

7.2.2         disclose any and all material facts arising whilst the Customer’s insurances are in force, whenever the Customer wishes to renew a policy or to effect any mid-term changes to a policy. If the Customer is in any doubt as to whether any facts might be material, advice should be sought from Benefex. However, Benefex shall not be responsible for any failure by the Customer to disclose, in whole or part any fact, which is taken to be material in respect of any insurance policy;

7.2.3         take and have exclusive responsibility for all answers or statements given on a proposal form, claim form or other document relevant to its insurances and check and verify the accuracy of the information provided to Benefex and/or insurers;

7.2.4         ensure that it pays any and all premiums on time; or, facilitates the payment, by Benefex of any and all such premiums, as the case may be;

7.2.5         when instructing Benefex to place or to renew insurances on its behalf, advise Benefex if the statement of ‘demands and needs’, which Benefex will provide before, or shortly after, the insurance contract is concluded, is incorrect or if there has been any change to statements of demands and needs given in respect of prior insurances;

7.2.6         review any policy or other confirmation of cover Benefex sends to it and advise Benefex immediately if it does not reflect the Customer’s demands and needs. This includes an obligation to review the insurers with whom the insurances have been placed and advise Benefex immediately of any objections to them participating in the Customer’s insurances; and

7.2.7         act as if uninsured and take all prudent and reasonable steps both to prevent injury or damage of the type covered by the insurances and also take all such actions after the event as are sensible to minimise its loss.

7.3             Claims: all incidents that could possibly give rise to a claim must be notified to the Customer’s insurer without delay, and a claim form completed where required. Delay in notifying a claim may entitle the insurer to decline a claim. The Customer must not under any circumstances admit liability for a loss or agree to any course of action (other than emergency measures carried out to minimise loss) as it will risk its claim not being met in full or in part. All correspondence and claims should be forwarded immediately, unanswered, to the Customer’s insurer. The Customer is also required to keep all loses and costs arising from an incident to a minimum.

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