Terms and Conditions

1. Interpretation

1.1 Definitions:

1.2 Interpretation:

(a) Legislative references include amendments and re-enactments.

(b) Terms like “including” are illustrative, not limiting.

(c) References to writing encompass fax and email.

2. Start and Duration of the Contract

The contract becomes effective once signed by both parties and will continue until terminated by either party with a minimum of one month’s written notice. In the absence of a termination notice, the contract will automatically renew each year on the anniversary of the Services Start Date.

3. Provision of Services

3.1 BOURNEX will commence the service delivery from the agreed start date as per the contract.

3.2 In providing the services, BOURNEX commits to:

(a) Deliver services with due care and skill.

(b) Strive to align services with the specified description.

(c) Adhere to all relevant health and safety standards and security requirements at the Customer’s locations, ensuring compliance doesn’t infringe on contractual obligations.

4. Customer Responsibilities

4.1 The Customer is required to:

(a) Collaborate with BOURNEX on service-related matters.

(b) Inform Employees about the CTW Scheme.

(c) Facilitate the Salary Sacrifice agreement for CTW participation.

(d) Complete the Hire Agreement with Employees and BOURNEX for CTW.

(e) Timely payment of all invoices and Charges.

(f) Use the Portal as instructed, respecting BOURNEX’s intellectual property.

(g) Ensure the Salary Sacrifice doesn’t reduce salaries below legal minimums.

(h) Provide BOURNEX access for promotional activities, with prior agreement.

(i) Grant BOURNEX timely, free access to necessary premises and data.

(j) Supply accurate and complete information as needed by BOURNEX.

(k) Notify BOURNEX within 7 days of an Employee’s departure under active hire agreements.

4.2 Customer’s non-compliance:

(a) BOURNEX is not responsible for losses due to Customer’s actions.

(b) BOURNEX retains the right to charge, despite delays caused by the Customer.

(c) BOURNEX may recover costs from delays or hindrances caused by the Customer.

5. Intellectual Property

5.1 Intellectual property rights ownership:

5.2 Usage rights:

5.3 Indemnity:

6. Fees and Payment Terms

6.1 The Customer agrees to pay BOURNEX the specified fees for services rendered as outlined in clause 6.

6.2 The Customer’s payments exclude VAT, which is additional and payable at the current rate, provided a valid VAT invoice is issued.

6.3 BOURNEX will invoice the Customer at intervals stated in Schedule 2, including necessary supporting details.

6.4 Payment of invoices should be made within 7 days to the designated bank account.

6.5 Late payments incur interest at 8% above the Bank of England base rate, and services may be suspended until full payment.

6.6 Payments must be made in full, without deductions, except as required by law.

7. Liability Limitations

7.1 BOURNEX has secured insurance for its legal liabilities, with coverage for each claim up to GBP 5 million. The limitations and exclusions in this clause are based on BOURNEX’s obtainable insurance coverage. Customers should arrange their insurance for any potential losses exceeding this amount.

7.2 The contract does not limit liabilities that are legally non-excludable. This includes:

(a) Liability for death or personal injury due to negligence.

(b) Liability for fraud or fraudulent misrepresentation.

(c) Liability for any breach of implied terms regarding ownership rights.

7.3 Per clause 7.2, BOURNEX’s maximum liability to the Customer for all breaches within any contract year is limited to the specified cap in this clause.

7.4 Definitions in clause 7.3:

(a) Contract Year: A 12-month period starting either from the contract’s commencement date or any subsequent anniversary.

(b) Total Liability: BOURNEX’s aggregate liability encompasses all contracts, torts (including negligence), statutory duty breaches, or other liabilities arising from the contract.

7.5 Specification of Excluded Losses and Exceptions:

(a) Consistent with clause 7.2, losses mentioned in clause 7.5(c) are entirely excluded, except for the loss types and specific instances listed in clause 7.5(d) which are not excluded.

(b) Losses that fall under both clause 7.5(c) and clause 7.5(d) categories, or are specified in clause 7.5(d), will not be excluded.

(c) Completely excluded loss types include:

(i) Profit loss.

(ii) Loss of sales or business.

(iii) Contractual or agreement losses.

(iv) Loss of expected savings.

(v) Software, data, or information corruption or loss.

(vi) Goodwill loss or damage.

(vii) Indirect or consequential losses.

(d) Loss types and specific losses not excluded:

(i) Additional costs for replacing or substituting services not provided as per the contract, including management and personnel costs, and costs for equipment and materials.

(ii) Customer-incurred losses due to third-party claims stemming from the Supplier’s actions or omissions, inclusive of demands, fines, penalties, legal actions or proceedings initiated by subcontractors, the Supplier’s personnel, regulators, or the Customer’s clients.

8. Contract Termination

8.1 Either party may immediately terminate the contract with written notice to the other party under these conditions:

(a) If the other party significantly breaches any contract term and does not correct the breach within 30 days of being notified.

(b) If the other party begins processes related to administration, provisional liquidation, or dealings with creditors (excluding solvent restructuring), winds up (voluntarily or by court order, unless for solvent restructuring), appoints a receiver for its assets, or stops business operations, including similar actions in other jurisdictions.

(c) If the other party suspends, or indicates the intention to suspend, ceases or threatens to cease a significant part of its business.

(d) If the other party’s financial situation worsens to a point where, in the opinion of the terminating party, it jeopardizes their ability to meet their contractual obligations.

8.2 The Supplier may end the contract immediately with written notice to the Customer, without affecting other rights or remedies, under these circumstances:

(a) If the Customer does not pay the due amount under the contract by the payment deadline.

(b) If there is a change in the control of the Customer.

8.3 Upon termination of the Contract, regardless of the reason:

(a) The Customer must immediately settle all outstanding unpaid Charges and interest to the Supplier. For services rendered but not yet invoiced, the Supplier can issue an invoice, which the Customer must pay upon receipt.

(b) The Supplier can immediately stop processing any new Employee requests but will fulfil commitments made before the termination date until their expiry.

(c) Existing Hire Agreements between the Supplier and the Customer’s Employees remain valid until their specified termination or expiry.

(d) Any contract provisions intended to remain effective post-termination or expiry will continue to be in force.

(e) Termination or expiry of the Contract does not affect the rights, remedies, obligations, or liabilities of either party accrued up to the termination or expiry date, including the right to claim damages for any contract breaches that occurred on or before the termination or expiry date.

9. General Terms

9.1 Force Majeure: If a party cannot perform its contractual obligations due to unforeseeable events beyond its control, it won’t be considered a contract breach or liable for delays or failures in performance.

9.2 Rights and Responsibilities Handling:

(a) The Customer must not reassign, subcontract, or alter its rights and obligations under the contract without BOURNEX’s written approval.

(b) BOURNEX reserves the right to reassign, subcontract, or otherwise manage its rights under the contract as needed.

9.3 Maintaining Confidentiality:

(a) Both parties are obligated to keep all confidential information about the other’s business, clients, and suppliers private during the contract term and for one year following its conclusion, except as outlined in clause 9.3.

(b) Disclosure of confidential information by either party is permissible:

(i) To personnel like employees, officers, contractors, and advisers who require this information to fulfil contract obligations. The disclosing party must ensure these individuals adhere to the confidentiality terms outlined in clause 9.3.

(ii) Confidential information may be disclosed when required by law, court orders, or government and regulatory authorities.

(c) Both parties agree to use the other’s confidential information solely for fulfilling their respective duties under the contract.

9.4 Adherence to Data Protection Laws:

(a) Both parties commit to fulfilling all responsibilities under applicable Data Protection Legislation. This clause serves as an addition to and does not replace any obligations or rights under the Data Protection Legislation.

(b) For Data Protection Legislation, the Customer is recognized as the Data Controller and the Supplier as the Data Processor.

(c) In line with Clause 9.4(b), the Customer is responsible for ensuring that it has obtained all necessary consents and provided appropriate notices for the lawful transfer of Personal Data to the Supplier for the contract’s duration and purposes.

(d) In line with Clause 9.4(b), the Provider must handle all Personal Data processed during the fulfilment of its obligations under this Contract:

(i) The Supplier will process Personal Data solely based on the Customer’s explicit written directives, except when obliged to process the data differently under Domestic or EU Law. In such cases, the Supplier will promptly inform the Customer about this necessity, unless legally prohibited from doing so by the relevant Domestic or EU Law.

(ii) The Supplier is required to implement suitable technical and organizational measures, which the Customer must review and approve. These measures are to prevent unauthorized or illegal processing, and accidental loss, destruction, or damage of Personal Data. The measures should be proportional to the potential harm and the sensitivity of the data, considering current technology and the cost of implementation. These may include, as appropriate, pseudonymising and encrypting the data, ensuring the confidentiality, integrity, availability, and resilience of the systems and services, promptly restoring data access after an incident, and regularly reviewing the effectiveness of these security measures.

(iii) The Supplier must ensure that all staff members with access to or involvement in processing Personal Data are bound to maintain its confidentiality.

(iv) Personal Data shall not be transferred outside the UK or EEA without the Customer’s prior written approval.

9.5 Complete Agreement:

(a) This Contract represents the full agreement between the parties, replacing all prior agreements, promises, warranties, representations, and understandings, whether written or spoken, regarding its subject matter.

(b) Each party confirms that they are entering into this Contract not based on any statements, representations, warranties, or assurances not included in the Contract. There shall be no legal recourse for any party regarding innocent or negligent misrepresentation or misstatement based on any statement in this Contract.

9.6 Modifications to the Contract: Any change to the Contract is valid only if it’s in writing and signed by both parties or their authorized representatives.

9.7 Waiver:

(a) Waivers related to the Contract or legal rights are only valid if made in writing. A waiver should not be interpreted as a waiver of any future rights or remedies.

(b) Neither the delay nor the failure of a party to enforce any right or remedy under the Contract or law constitutes a waiver of that or any other right or remedy. Any exercise of rights or remedies under the Contract or law does not prevent or limit further exercise of any rights or remedies.

9.8 Severability: Should any part of the Contract become invalid, illegal, or unenforceable, it will be adjusted minimally to regain legality and enforceability. If such an adjustment is not feasible, that section will be considered removed. This modification or removal of any part of the Contract will not impact the validity and enforceability of the remaining sections.

9.9 Notices:

(a) Notices about the Contract should be in writing and can be:

(i) Hand-delivered or sent by pre-paid first-class post or other next working day delivery service to the registered office (if a company) or the principal place of business (for others).

(ii) Emailed to the designated address, in this case, sales@bournex.com.

(b) The receipt of a notice is considered as follows:

(i) If delivered by hand, when it is left at the correct address.

(ii) If sent by pre-paid national postal service or next working day delivery, at 9.00 am on the second Business Day after posting.

(iii) If sent by pre-paid airmail with proof of postage, at 9.00 am on the fifth Business Day after posting.

(iv) If sent by email, at the time of transmission, or if outside business hours, when business hours resume. Here, business hours are from 9.00 am to 5.00 pm Monday to Friday, excluding public holidays at the place of receipt.

(c) This clause is not applicable for serving legal proceedings, documents in legal actions, arbitration, or other dispute resolution methods.

9.10 Third-party Rights:

(a) The Contract does not grant enforceable rights to any third parties.

(b) Alterations or termination of the Contract do not require the approval of any third party.

9.11 Governing Law: The Contract, including all disputes or claims (contractual or non-contractual) related to it, is governed by and interpreted according to the laws of England and Wales.

9.12 Jurisdiction: Both parties irrevocably agree that only the courts of England and Wales have the authority to settle any disputes or claims (contractual or non-contractual) arising from or related to the Contract.

Schedule 1: Services Overview

The Supplier will deliver the following services as specified in the Contract.

1.1 Portal Management

(a) The Customer appoints a Scheme Administrator, who is an authorized representative for managing the Salary Sacrifice and Hire Agreement. This individual may designate other authorized representatives from the Customer’s side.

(b) The Customer provides the details of the nominated individual to the Supplier to set up the portal account for the Scheme Administrator. Upon account setup, the nominated individual will receive a notification for portal access.

(c) The Scheme Administrator will have Portal access to approve or decline Employee requests, digitally sign the Salary Sacrifice and Hire Agreements, and fulfil payment obligations.

(d) Employees can use their Portal account to choose their preferred cycle package, including Equipment, and set the terms for the Hire Agreement and Salary Sacrifice period.

(e) Upon an Employee’s selection, the Scheme Administrator receives a notification. They can then log into the Customer’s portal account to approve or decline the request, sign the agreements digitally, and process the invoice payment either via direct electronic methods (like BACS) or through a loan arrangement with BOURNEX LTD.

(f) Employees are required to digitally sign the Salary Sacrifice and Hire Agreements through the Portal.

(g) After the Employee’s application is approved, funded, and a Direct Debit authorized by the Customer’s Scheme Administrator (applicable only in a loan agreement), the Supplier will organize the Equipment’s delivery to the Employee.

(h) The commencement of the Hire and Salary Sacrifice terms is triggered by the approval and funding of the application, typically aligning with the first salary sacrifice payment post-equipment collection.

(i) Fully executed Hire and Salary Sacrifice agreements, signed by the Employee, Customer, and Supplier, will be accessible to all parties within the Portal.

(j) The Portal provides a record of all current and past approvals and active direct debits, which can be reviewed and downloaded as needed.

1.2 Salary Sacrifice Agreement Between Customer and Employee

(a) A template for the Salary Sacrifice agreement is available in the online Portal for Customers to use with their Employees.

(b) This template will be updated regularly to reflect changes in relevant guidelines or legislation.

(c) For the CTW scheme to be operational, it is essential that the Salary Sacrifice agreement be fully executed by both the Employee and the Customer, and this is a prerequisite for providing the Equipment.

(d) The Customer must ensure that the Salary Sacrifice agreement does not reduce the Employee’s basic monthly salary below the National Minimum Wage or National Living Wage. The Supplier may occasionally request confirmation that this requirement is being met.

(e) By participating in the CTW scheme and using the Salary Sacrifice agreement, the Customer agrees to treat all eligible Employees equitably.

1.3 Hire Agreement Provisions

(a) Cycle Equipment hire packages can be valued up to a maximum limit set by the Customer, subject to credit approval by BOURNEX LTD for those opting for the loan funding option.

(b) The Customer guarantees that when an Employee’s request is approved by the Scheme Administrator, it confirms that the Employee has received and understood necessary information about the CTW scheme, including Employee Guides and FAQs, and has evaluated the affordability of the hire package relative to the National Minimum Wage and/or National Living Wage.

(c) Employees interested in the CTW scheme can access the Hire Agreement through the Portal.

(d) Following the approval process, the Hire Agreement permits the Supplier to provide Equipment for the Customer’s Employees under the CTW scheme.

(e) The Hire Agreement needs to be fully executed by the Employee, Customer, and Supplier to be effective and to facilitate the provision of Equipment.

(f) Hire Agreements are effective until their specified termination or expiration.

(g) The Supplier does not accept deposits or other payments directly from Employees. Under the CTW scheme Rules, Employees are not permitted to contribute personal funds towards the cost of goods hired under the consumer Hire Agreement.

1.4 Cancellation and Termination of Hire Agreement

Cancellation Option

(a) Employees have a 14-day cooling-off period post entering the Hire Agreement, during which they can cancel.

(b) Upon receiving the Equipment, Employees retain the right to cancel the Hire Agreement within 14 days.

(c) Certain brands may offer extended return periods beyond 14 days (“Brand Return”).

(d) If an Employee cancels the Hire Agreement or utilizes the Brand Return, the Supplier will refund the cost to the Customer for that Employee’s Equipment, minus any reasonable repair costs.

(e) Outside the above scenarios, the Hire Agreement is non-cancellable.

(f) If an Employee still opts to cancel the Hire Agreement and Salary Sacrifice agreement and return the Equipment, the Supplier may consider such requests at its discretion. Payments made until that point are non-refundable.

Completion and Conclusion of Hire Agreement

(g) Upon completion of the Hire Agreement term or if an Employee leaves the Customer’s employment, the Supplier will directly handle all end-of-scheme procedures with the Employee, informing them about their options regarding the Equipment.

(h) Options available to Employees at this stage may include:

(i) An offer to purchase the Equipment at its current HMRC Fair Market Value, under a new agreement between the Supplier and the Employee.

(ii) The possibility of extending the Hire Agreement and Salary Sacrifice agreement for an additional term.

(iii) The option to return the Equipment to the Supplier or as per the Supplier’s instructions.

(i) Typically, the Customer is not provided with an option to buy the Equipment from the Supplier at the end of the Hire Agreement term.

1.5 Equipment Provision and Management

General

(a) After the Customer’s approval and execution of the Salary Sacrifice agreement, and the initial invoice payment or loan agreement signing, the Supplier will purchase and arrange for the Equipment’s delivery to the Employee.

(b) The Equipment remains the property of the Supplier throughout the Hire Agreement term, but the Employee has specific responsibilities regarding its upkeep, as outlined in the Hire Agreement.

(c) The Equipment is covered by the relevant manufacturer warranties.

Delivery

(d) Equipment delivery can be through postal/courier services or Employee collection.

(e) Delivery may be direct from the Supplier or via one of the Supplier’s associated brand suppliers.

(f) Employees will be informed of any additional costs associated with their chosen delivery or collection method before ordering.

(g) Employees are required to acknowledge receipt of the Equipment on the Portal or through another method specified by the Supplier.

1.6 General Information and Support

Promotions

(a) The Supplier is available to conduct onsite promotions, roadshows, and presentations to introduce the CTW scheme to Employees, either at local venues or on the Customer’s premises.

(b) The Supplier offers both an Employee Guide and an Employer Guide to explain the CTW scheme, addressing questions from both Customers and Employees. These guides, along with FAQs and other resources, are downloadable from www.bournex.com.

Helpdesk

(c) The Supplier’s Helpdesk is accessible to Customers and Employees for queries or advice regarding the CTW scheme.

(d) The goal is to respond to all phone messages and emails on the same day.

(e) Helpdesk Contact: Email: sales@bournex.com.

Schedule 2: Charges

Charges for Services

2.1 The Salary Sacrifice and Hire Agreements between the Employee (referred to as the “Registered Employee”), the Employer, and the Supplier will detail the salary portion to be sacrificed by the Employee and the corresponding payment due to the Supplier.

2.2 The monthly charge for each Registered Employee is equivalent to the salary sacrifice amount and is to be paid by the Customer directly to the Supplier.

2.3 In cases where there are multiple Registered Employees from a single Customer, the total charge may be consolidated into an aggregate figure for the Customer.

Invoicing Arrangements

2.4 Charges will be invoiced to the Customer through the Supplier section of the Portal.

2.5 Invoices will contain sufficient details to enable the Customer to process the payment.

2.6 All Charges are payable per the Conditions and the overall terms of the Contract.

Schedule 3: Customer Provided Information

3.1 During the term of this Services Agreement, the Supplier may require the following information from the Customer:

(a) The Supplier’s logos and other brand assets.

(b) Contact details for the Employees.

(c) Payroll data for the Employees.

(d) Forwarding addresses for Employees who leave the Customer’s employment.

(e) Addresses of the Employer’s sites for organizing demonstration sessions.

Schedule 4: Rules of the BOURNEX Cycle to Work (CTW) Scheme

4.1 The following are the Rules for the BOURNEX CTW Scheme:

  1. All Employees of the Customer are eligible, provided they pay UK tax through the PAYE system and are over 18 years old.
  2. Employees with less than 12 months of employment can participate, as long as they remain in the scheme throughout their employment period.
  3. After salary sacrifice deductions, Employees’ earnings must not fall below the National Minimum Wage or National Living Wage.
  4. Self-employed individuals are not eligible for the scheme.
  5. The scheme must be equally accessible to all employees, without excluding any specific groups.
  6. There is no maximum limit on expenditure, subject to the Company’s approval.
  7. The salary sacrifice arrangement is typically for a minimum of 12 months, which can extend beyond the actual hire period.
  8. Eligible cycles include bicycles, tricycles, and four-wheeled cycles, excluding motor vehicles, as per the Road Traffic Act 1988 (c.52). Electrically Assisted Pedal Cycles (EAPCs) are also included under the scheme, as defined in the Electrically Assisted Pedal Cycle Regulations 1983 (SI 1983/1168).
  9. Options for cycles include both brand-new and previously used models.
  10. Included in the scheme are Cycles (as previously defined) and safety equipment, which, at a minimum, includes (refer to Employment Income Manual EIM21664):
    • Cycle helmets conforming to the European standard EN 1078.
    • Bells and bulb horns.
    • Lighting systems, including dynamo packs.
    • Mirrors and mudguards for improved visibility.
    • Cycle clips and dress guards.
    • Panniers, luggage carriers, and straps for safe luggage transportation.
    • Child safety seats.
    • Locks and chains for secure cycle storage.
    • Pumps, puncture repair kits, cycle tool kits, and tyre sealant for minor repairs.
    • Components and parts are necessary for keeping a cycle roadworthy, like groupsets, wheels, cranksets, cassettes, batteries, etc., excluding items like action cameras.
    • Adaptations for disability or mobility issues.
    • Reflective clothing or cycle accessories, e.g., spoke reflectors.
    • Essential accessories for commuting by cycle, including clothing, shoes, and backpacks.
  11. Each employee can have up to two bikes simultaneously, such as one for commuting from home to a local station and another from the station to the workplace.
  12. Employees cannot obtain a bike through the scheme on behalf of someone else.
  13. BOURNEX ensures its Equipment is insured and maintained at its own expense. Employees are not liable for damage or loss, except in cases of failing to adhere to basic rider responsibilities as outlined in the Hire Agreement.
  14. Employees must secure and use the bicycle equipment safely.
  15. The primary use of the bicycle equipment should be for commuting to work. At least 50% of its use should be for business purposes, including traveling between home and work or between different workplaces.
  16. The bicycle equipment remains the property of BOURNEX LTD throughout the hire period. Employees must not own the cycle at any point during this period.
  17. The initial hire agreement must not include any explicit or implied option for the employee to purchase the cycle or equipment at the end of the hire period.
  18. Employees are prohibited from using their funds towards the cost of goods hired under the consumer hire agreement.

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