For employers – electronic voucher customers (in the business system of benefity a.s.)
1.1 These General Business Conditions (“GBCs”) shall regulate the rights and the obligations of the parties to the Contract for the Provision of Electronic Vouchers for Drawing Products in the Benefity Application (“Contract”) concluded between BENEFITY a.s., ID: 270 95 231, with its registered address at Corso Karlín, Křižíkova 237/36a, postcode 186 00 Praha 8 entered in the Companies Register kept by the Municipal Court in Prague under file number B 8967, as the Supplier (“BENEFITY”), and the Customer (jointly as the “Contracting Parties”).
1.2 These GBCs shall regulate the Contracting Parties’ rights and obligations, unless the Contract or other arrangements between the Contracting Parties stipulate otherwise.
1.3 BENEFITY is the author, owner and operator of the software application Benefity (“Application”) the environment of which enables, under pre-defined conditions, the use of electronic vouchers for drawing products and services (“Products”) from Product providers.
1.4 The Customer is an employer within the meaning of Section 7 of Act No. 262/2006 Coll., the Labour Code, as amended, and, in compliance with such Act, it employs employees or, more precisely, in compliance with Act No. 586/1992 Coll., on Income Taxes, as amended, provides the persons identified as employees in such Act (“Employees”) with income from employment.
1.5 The Customer is interested in purchasing electronic vouchers, usable only in the Application, for Employees or third parties.
2.1 The services included in the Customer’s payments (Article 4 of these GBCs) and serving to facilitate the use of electronic vouchers shall mean, in particular:
2.1.1 access to the Application;
2.1.2 telephone and e-mail support;
2.1.3 administrative support for the Customer’s employee benefits system;
2.1.4 import of data according to the Customer’s details;
2.1.5 new recruitments of Employees according to the Customer’s details;
2.1.6 new resignations of Employees according to the Customer’s details;
2.1.7 development and adjustment of the catalogue of offers of Products in the Application;
2.1.8 increasing of Employees’ point accounts to enable the obtaining and the use of electronic vouchers from the Customer’s data;
2.1.9 continuous completion of news and messages;
2.1.10 development and maintenance of the supplier network as required and conclusion of contracts;
2.1.11 assessment of suppliers; and
2.1.12 export of data required for the Customer’s internal managerial needs in assessing the drawing status of electronic vouchers
3.1. The Customer undertakes, in particular, to:
3.1.1 duly set its rules for Employees in relation to the use of electronic vouchers, meaning, in particular, the observance of the prohibition of discrimination;
3.1.2 obtain the Employees’ consent to the processing of their data in the Application and to BENEFITY communicating details of the use of individual electronic vouchers to the Customer;
3.1.3 inform Employees in detail of the conditions of provision of BENEFITY electronic vouchers and identification cards;
3.1.4 familiarise Employees in detail with the operational conditions of the Application valid on the date of signing the Contract
3.2. Within the Contract, the Customer purchases electronic vouchers which, subsequently, are provided to Employees for drawing products in the Application under the Customer’s rules (“BENEFITY Offer”): The BENEFITY Offer categories are: SPORTS, CULTURE, LEISURE TIME, and EDUCATION, as non-tax expenses for employers, and HEALTH, NON-PECUNIARY GIFTS, INTERNAL BENEFITS, and CATERING (“Categories”).
4.1 The payment for Products or the sale of electronic vouchers (“Payment”) is regulated in the Contract, which shall prevail over these GBCs. Unless the Contract stipulates otherwise, the Payment shall be made based on the details stated in the documents issued by BENEFITY.
4.2 The Customer shall make the Payment to BENEFITY on the basis of the following BENEFITY documents: (i) call for payment, (ii) billing of the use of electronic vouchers, and (iii) invoice.
4.3 Information on the drawn products and services by Categories shall be attached to the billing. At the Customer’s request, details of the drawn products and services by Categories and electronic voucher identification details upon agreement. In the event of an agreement to reimburse administrative costs, these details may also be provided in arrears, for the period of last 12 (twelve) months. The Payment shall be considered as made on the date on which the billed/invoiced sum is credited to BENEFITY’s account.
4.4 In the event of a change to the currency of the Czech Republic from the Czech crown to the euro, the documents for Payment purposes shall be converted to EUR pursuant to applicable laws.
5.1 The Customer shall order electronic vouchers, through which the Customer’s Employees will be able to draw Products in the Application from the BENEFITY Offer, and BENEFITY identification cards as follows:
• by sending a table in Excel format, containing an Employee’s name, personal number, and number of points
5.2 BENEFITY shall ensure for Employees access to the Application on the basis of a list of numerical or, possibly, other codes the Customer shall assign to Employees. The respective Employee shall approve of the conditions for drawing products and services in his/her user account in the first log in the Application or, more precisely, after any change in these GBCs.
5.3 BENEFITY shall deliver vouchers and cards to the Customer at one of the following methods:
6.1. Electronic voucher products can only be drawn up to the face value of an electronic voucher.
6.2. The points activated in the card can be drawn up to their maximum limit. The Application does not allow over-drawing the points activated in the Card.
6.3. Neither the points nor the face value in CZK in an electronic voucher can be exchanged for money. The Card cannot be used in cash machines or to take out cash (cash back) at a vendor’s.
6.4. The use of electronic vouchers, or, more precisely, the drawing of products or services off BENEFITY’s contractual network of vendors shall not be possible.
6.5. BENEFITY records the Categories according to the data in the Application. The Customer shall be entitled to unilaterally re-classify the Categories at any time.
7.1. The moment of using an electronic voucher to draw products shall be the moment of authorization of a transaction.
7.2. The Employee shall complain about the purchased Products directly to the Product supplier.
7.3. If an Employee asks for the cancellation of a transaction in a calendar month other than the one in which Products were paid for, the cancelled number of points shall be returned to the Employee’s electronic voucher if the cancellation is justified (confirmed by the Product supplier).
8.1. For the purpose of support of, and communication with, the Customer and the Employees (for example, in the event of the loss of plastic identification cards, the blocking of cards, the loss of passwords or PIN codes, advice regarding the orientation in the Application, etc.), BENEFITY established and operate:
• E-mail address benefit]@benefity.cz available for the Customer and the Employees 24/7; and
• HELP LINE on (+420) 840 236 236).
9.1. The Contracting Parties undertake to consider all information, facts and documentation obtained in relation to the Contract and these GBCs as trade secret and to treat them in compliance with the laws.
9.2. Any advice or opinion obtained by the Customer in relation to the Contract, these GBCs and the services provided by BENEFITY shall be intended solely for the Customer and the Customer shall not be entitled to disclose it to any third party, not even to Employees, without BENEFITY’s prior written consent.
9.3. The Contracting Parties undertake to maintain confidentiality with respect to the Contract and these GBCs. Without the other Contracting Party’s prior written consent, the Contracting Parties shall not enable access to the Contract or disclose its content or any information learnt about in relation to the Contract to any third party, not even to Employees, except for authorized legal representatives of both Contracting Parties and except when the laws so require.
9.4. The Contracting Parties agree that, for promotional purposes, BENEFITY may use the Customer’s logo which the Customer shall submit to BENEFITY in electronic form.
9.5. In the event of breach of the Contracting Parties’ obligations relating to the protection of trade secret pursuant to these GBCs, the Contracting Parties agree on a contractual penalty of CZK 100,000 (one hundred thousand Czech crowns) for each event of such breach. The contractual penalty shall be due for reimbursement within 10 (ten) calendar days from the day on which the entitled Contracting Party called on the obliged Contracting Party to reimburse it.
10.1. The Client shall assign to Employees numerical or other codes under which BENEFITY shall record the drawing of products and services by the Customer’s individual Employees.
10.2. If, based on the cooperation with the Customer, BENEFITY receives any personal data, it shall administer such data in compliance with the personal data protection laws applicable in the Czech Republic and shall not disclose it to any third party, except when the laws so require. The consents to personal data processing shall be arranged by the Customer for BENEFITY, unless such consents are generated automatically within the Application.
11.1. In compliance with Act No. 499/2004 Coll., on the Archiving and the Filing Service and on the Amendments to Certain Acts, as amended, BENEFITY and the Customer, as private originators, shall store the documents at the places of their registered address and shall enable their archiving.
11.2. Documents shall be handled in compliance with laws, i.e. in cooperation with the relevant state archive.
11.3. BENEFITY a.s. shall not be obliged to archive data on the use of individual electronic vouchers and, for this reason, this data shall be archived according to BENEFITY’S rules.
12.1. The supplier shall not bear liability towards Employees for possible loss or damage suffered by Employees as a consequence of the use of their identification cards provided by the Customer.
12.2. BENEFITY shall not be liable for the quality of products or services or other benefits provided by third parties. An Employee or the Customer shall deal with any possible complaints about the quality of Products or other benefits directly with the respective vendor-supplier of the Products.
12.3. The obligor shall not be in default with fulfilling the obligations pursuant to the Contract if it proves that the default has been caused as a consequence of Force Majeure. For the purposes of the Contract and these GBCs, Force Majeure shall mean any unavoidable obstacles independent of the obligor’s will or, more precisely, unavoidable events that could not have been prevented despite all possible efforts (e.g. natural disaster, strike, etc.). The obligor’s liability shall not be excluded if Force Majeure has occurred at a time when the obligor has already been in default.
12.4. The Contracting Parties shall be obliged to notify each other of Force Majeure preventing them from fulfilling the obligations pursuant to the Contract and these GBCs without undue delay.
12.5. If the Force Majeure event has lasted for more than 90 (ninety) calendar days, the Contracting Parties shall be entitled to withdraw from the Contract.
13. GOVERNING LAW, DISPUTE RESOLUTION
13.1. The Contract and any off-Contract obligations established pursuant or in relation to the Contract shall be governed by, and shall be interpreted in compliance with, the laws of the Czech Republic.
13.2. The Contracting Parties undertake to make maximum efforts to eliminate mutual disputes between them relating to the Contract and resolve such dispute, in particular, through mutual dealings between their authorized persons or designated representatives.
13.3. Any dispute ensuing from, or relating to, the Contract and impossible to resolve through mutual dealings between the Contracting Parties shall be finally resolved by the Arbitration Court attached to the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic. The arbitration proceedings shall be governed by the laws pertaining to arbitration proceedings and shall take place in compliance with the Arbitration Court’s Rules and Regulations. The panel of arbitrators shall consist of 3 (three) arbitrators. The venue of arbitration proceedings shall be Prague and the arbitration proceedings shall be conducted in the Czech language.
14.1. These GBCs may be changed in the following way:
• BENEFITY may change these GBCs, in particular, when the laws or the commercial conditions on the relevant market change, in the interest of improving the quality of the services imparted to the Customer, and with regard to the business goals of BENEFITY a.s.;
• BENEFITY shall provide the Customer with information on a change in these GBCs by e-mail to the Customer’s contact person;
• Unless the Customer refuses the change in, or the amendment to, these GBCs at the latest on the last working day prior to the proposed effective date of the new GBCs, it shall be assumed to agree with the change in the GBCs with effect from the effective date proposed by BENEFITY.
• If the Customer refuses the change in, or the amendment to, the GBCs, the new GBCs shall not come into effect in relation to the Customer, in which case, however, either Contracting Party shall be entitled to terminate the Contract, unless agreed otherwise between them. During the notice period, the original (unchanged) GBCs shall apply between the Contracting Parties.
15.1. These GBCs shall be governed by the Czech laws, in particular, by Act No. 89/2012 Coll., the Civil Code, as amended.
15.2. BENEFITY makes GBCs public on its website (www.benefity.cz/en/terms-and-conditions).
15.3. The notice period in the event of termination of the Contract shall commence on the first day of the month following the month in which the notice of termination is delivered by one Contracting Party to the other.
15.4. The Contracting Parties consider the Contract as an aleatory contract and, therefore, the provisions of the new Civil Code pertaining to changed circumstances (Section 1764 to Section 1766) and unfair terms (Section 1793 to Section 1795) shall not apply to the Contract or the obligations ensuing from it.
15.5. BENEFITY shall be entitled to set off any claims towards the Customer without the Customer’s written consent.
15.6. BENEFITY shall be entitled to transfer its claims towards the Customer to a third party without the Customer’s written consent.
15.7. If any provision of the Contract or these GBCs is or becomes invalid or ineffective, the invalidity or ineffectiveness of such provision shall not affect the validity and effect of the Contract or these GBCs as a whole if such invalid of ineffective provision is separable from the rest of the Contract. The Contracting Parties undertake to replace the invalid or ineffective provision with a new valid and effective provision the essence and the purpose of which correspond to the ones of the original provision to the fullest extent possible.
16.1. These GBCs came into force and effect on 1 June 2018.