Client Terms & Conditions

Introduction

These terms and conditions set out the basis upon which the Betterspace wellbeing platform is offered to the Client.

1. Definitions

1.1 In the Agreement:

“Access Credentials” means passwords and other credentials enabling access to the Platform Services;

“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

“Agreement” means the contract between the parties incorporating these terms and conditions, any relevant services order forms or distribution partner agreements that may have been signed separately and any amendments from time to time;

“Betterspace” means WellbeingX Limited trading as Betterspace, a company incorporated in England and Wales (registration number 11053000) having its registered office Unit 302 Screenworks 22 Highbury Grove, London, England, N5 2EF;

“Betterspace Confidential Information” means:

(a) any information disclosed by Betterspace to the Client (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as “confidential” or should have been understood by the Client (acting reasonably) to be confidential

“Business Day” means any weekday other than a bank or public holiday in England;

“Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

“Client” means the person or entity identified as such in any relevant services order form or via the Betterspace management portal (management.betterspace.uk/);

“Client Confidential Information” means:

(a) any information disclosed by the Client to Betterspace (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as “confidential” or should have been reasonably understood by BetterSpace to be confidential; and

(b) the Personal Data of the Client Personnel;

“Client Dashboard” means a dashboard made available by Betterspace enabling the Client to view statistics and other information relating to the use of the Marketplace by Client Personnel;

“Client Personnel” means the individual employees and other staff of the Client, who are granted access to the Marketplace;

“Confidential Information” means Betterspace Confidential Information and the Client Confidential Information;

“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly);

“Data Protection Laws” means:

(a) Regulation (EU) 2016/679 (the General Data Protection Regulation or GDPR);

(b) the GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019); and

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models and rights in designs);

“Marketplace” means the hosted services provided by means of the Betterspace wellbeing platform to Client Personnel, enabling Client Personnel to browse and order Supplier Services;

“Payment Processor” means Stripe, Inc, Stripe Payments Europe, Ltd and their affiliated companies, and any replacement payment processor designated by Betterspace in writing to the Supplier (acting reasonably) from time to time;

“Personal Data” means personal data within the meaning of all or any of the Data Protection Laws;

“Platform” means the platform managed by Betterspace and used by Betterspace to provide the Platform Services, including the application and database software for the Platform Services, the system and server software used to provide the Platform Services, and the computer hardware on which that application, database, system and server software is installed;

“Platform Services” means the Marketplace and the Client Dashboard;

“Services” means any services that Betterspace provides to the Client, or has an obligation to provide to the Client, under the Agreement;

“Services Order Form” means an online order form published by Betterspace and completed and submitted by the Client, or a hard-copy order form signed or otherwise agreed by or on behalf of each party;

“Supplier” means a third party business offering and supplying goods and/or services via the Marketplace;

“Supplier Services” the goods, services, digital products and/or voucher codes offered and/or supplied by Suppliers to Client Personnel via the Marketplace;

“Supplier Services Payments” means those amounts paid or payable by the Client with respect to the Supplier Services;

“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Platform Services;

“Wellbeing Gifts or Budget” means any one off funds provisioned to a user by their employer or the per-person amount specified in the Services Order Form, which may be used by Client Personnel to order Supplier Services through the Marketplace.

2. Platform Services

2.1 Betterspace shall provide, or shall ensure that the Platform will provide:

(a) to the Client, the Access Credentials necessary to enable the Client to access and use the Client Dashboard; and

(b) to the Client Personnel notified by the Client to Betterspace, the Access Credentials necessary to enable the Client Personnel to access and use the Marketplace.

2.2 Betterspace hereby grants:

(a) to the Client, a non-exclusive licence to use the Client Dashboard for the internal business purposes of the Client during the Term; and

(b) to the Client Personnel, a non-exclusive licence to use the Marketplace during the Term, subject to Clauses 2.3 and 2.4 and the other terms of the Agreement.

2.3 The Client Dashboard may only be used by the officers, employees, agents and subcontractors of either the Client or an Affiliate of the Client. The Client must not issue any notice under Clause 2.1(b), or otherwise request, allow or facilitate any access to the Platform Services, that would be contrary to this Clause 2.3.

2.4 Except to the extent expressly permitted in the Agreement or required by law on a non-excludable basis, the licence granted by Betterspace to the Client under Clause 2.2 is subject to the following prohibitions:

(a) the Client must not sub-license its right to access and use the Platform Services;

(b) the Client must not permit any unauthorised person or application to access or use the Platform Services;

(d) the Client must not republish or redistribute any content or material from the Platform Services;

(e) the Client must not make any alteration to the Platform; and

(f) the Client must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Platform Services without the prior written consent of Betterspace.

2.5 The Client must not use the Platform Services in any way that causes, or may cause, damage to the Platform Services or Platform or impairment of the availability or accessibility of the Platform Services.

2.6 The Client must not use the Platform Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

2.7 The Client acknowledges that restrictions similar to those set out in Clauses 2.4 to 2.6 will be applied to Client Personnel using the Marketplace in the terms of use for the Marketplace.

3. Availability

3.1 Schedule 2 (Service levels) shall govern the availability of the Platform Services.

4. Support Services

4.1 Betterspace shall provide the Support Services to the Client during the Term with reasonable care and skill and in accordance with Schedule 2 (Service levels).

5. Client obligations

5.1 Save to the extent that the parties have agreed otherwise in writing, the Client must provide to Betterspace, or procure for Betterspace, such:

(a) co-operation, support and advice; and

(b) information and documentation,

as are reasonably necessary to enable Betterspace to perform its obligations under the Agreement.

5.2 The Client may during the Term only use screenshots, text and summaries of text from the Platform Services for the purpose of communicating information about the Platform Services to Client Personnel, providing that the Client must not:

(a) provide copies of such screenshots, text or summaries to any third party except insofar as reasonably necessary for this purpose; or

(b) publish such screenshots, text or summaries.

6. Supplier Services

6.1 A range of Supplier Services shall be offered to Client Personnel through the Marketplace; and Betterspace may add additional Supplier Services at any time.

6.2 Betterspace may remove or suspend any Supplier or any Supplier Services from the Marketplace at any time in its sole discretion.

6.3 The supply of Supplier Services shall be under a separate contract or arrangement between the Client (or, where Client Personnel themselves pay for the Supplier Services, the Client Personnel) on one hand and the relevant Supplier on the other. BetterSpace does not contract to supply the Supplier Services and is not a party to any contract for, or otherwise responsible in respect of, the provision of any Supplier Services.

6.4 ‌ The Client shall pay each Supplier for the Supplier Services ordered using the Wellbeing Gifts or Budget in accordance with Clause 10.

6.5 The Client acknowledges that:

(a) the purchase and supply of Supplier Services will result in the transfer of Personal Data from the Platform Services to the relevant Supplier;

(b) Betterspace has no control over, or responsibility for, any disclosure, modification, deletion or other use of Personal Data by any Supplier.

6.6 Subject to Clause 14.1:

(a) Betterspace gives no guarantees, warranties or representations in respect of any Supplier Services; and

(b) Betterspace shall not be liable to the Client in respect of any loss or damage that may be caused by Supplier Services or any Supplier.

7. No assignment of Intellectual Property Rights

7.1 Nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from BetterSpace to the Client, or from the Client to BetterSpace.

8. Charges

8.1 The Distribution Partner acknowledges that Betterspace may earn additional fees from Suppliers under its contracts with those Suppliers.

9. Wellbeing Gifts or Budget

9.1 Betterspace shall communicate to the Client Personnel through the Marketplace the amount of Wellbeing Gifts or Budget available to them, and shall enable each of the Client Personnel to use the relevant Wellbeing Gift or Budget to order Supplier Services by means of the Marketplace.

9.2 Betterspace shall ensure that the Supplier Services Payments due with respect to each of the Client Personnel do not exceed that individual’s Wellbeing Gifts or Budget for the relevant period (providing that the individual may also use his or her own funds for purchasing Supplier Services).

9.3 If funds are due, then on or around the 5th day of each calendar month, Betterspace shall generate and issue to the Client:

(a) a monthly statement specifying the aggregate Supplier Services Payments due with respect to the previous calendar month on a per-Supplier basis; and

(b) on behalf of Suppliers, invoices (being valid VAT invoices where applicable) with respect to the Supplier Services Payments due with respect to the previous calendar month.

9.4 The Client shall ensure that Betterspace can collect, on the 5th day of each calendar month and by direct debit, an amount equal to the aggregate Supplier Services Payments due for all Client Personnel with respect to the preceding calendar month. This amount shall be paid into the account of the Payment Processor designated by Betterspace. If this amount has not been collected in accordance with this Clause 9.5 within 2 Business Days following that day, Betterspace shall notify the Client and the Client must pay that amount by bank transfer in accordance with Betterspace’s instructions by the end of the next following Business Day.

9.5 Betterspace shall procure that the Payment Processor will, promptly following receipt of the corresponding amounts from the Client, remit the Supplier Services Payments to the relevant Suppliers (less any deductions agreed Suppliers).

9.6 Terms 9.1 – 9.5 only apply if the supplier has opted to implement a wellbeing gift or budget.

10. Confidentiality and publicity

10.1 Betterspace must:

(a) keep the Client Confidential Information strictly confidential;

(b) not disclose the Client Confidential Information to any person without the Client’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in the Agreement;

(c) use the same degree of care to protect the confidentiality of the Client Confidential Information as Betterspace uses to protect Betterspace’s own confidential information of a similar nature, being at least a reasonable degree of care; and

(d) act in good faith at all times in relation to the Client Confidential Information.

(e) Transfer confidential information via secure channels

10.2 The Client must:

(a) keep the Betterspace Confidential Information strictly confidential;

(b) not disclose Betterspace Confidential Information to any person without Betterspace’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in the Agreement;

(c) use the same degree of care to protect the confidentiality of the Betterspace Confidential Information as the Client uses to protect the Client’s own confidential information of a similar nature, being at least a reasonable degree of care; and

(d) act in good faith at all times in relation to the BetterSpace Confidential Information.

(e) Transfer confidential information via secure channels

10.3 Notwithstanding Clauses 10.1 and 10.2, a party’s Confidential Information may be disclosed by the other party to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed. In addition, BetterSpace may disclose Personal Data relating to Client Personnel to relevant Suppliers, and Clause 6.5 shall apply with respect to such disclosures.

10.4 No obligations are imposed by this Clause 10 with respect to a party’s Confidential Information if that Confidential Information:

(a) is known to the other party before disclosure under the Agreement and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of the other party; or

(c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.

10.5 The restrictions in this Clause 10 do not apply to the extent that any confidential information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

10.6 Subject to receipt of the Client’s prior written consent, which shall not be unreasonably conditioned, withheld or delayed, BetterSpace may:

(a) use the Client’s name and logo to identify the Client as a customer for the Platform and the Services on the BetterSpace website and in BetterSpace’s other corporate, presentational, promotional and marketing materials; and

(b) issue one or more press releases and/or case studies identifying the Client as a customer for the Services and describing the Client’s requirements for and use of the Platform and the Services in general terms; and the Client shall provide to BetterSpace such cooperation and access to personnel as may be reasonably requested by BetterSpace for the purpose of enabling the preparation of such press releases and case studies.

10.7 The provisions of this Clause 10 shall continue in force indefinitely

11. Data protection

11.1 The parties acknowledge that Betterspace will act as a controller and not a processor in relation to the Personal Data of Client Personnel.

11.2 The Client acknowledges that Betterspace, in its role as a data controller, will share data with other suppliers that act as processors, sub-processors and controllers. This list is made available here: betterspace.uk/data-protection

11.3 Client Personnel will be asked to accept Betterspace’s Privacy Policy (betterspace.uk/privacy-policy/) and End User Terms and Conditions (betterspace.uk/terms-and-conditions/) upon signing up to Betterspace for the first time.

11.4 The Client shall comply with the Data Protection Laws with respect to the provision of any Personal Data to Betterspace in relation to the Agreement; and Betterspace shall comply with the Data Protection Laws with respect to the processing of any Personal Data provided by the Client or any Client Personnel to Betterspace in relation to the Agreement.

12. Warranties

12.1 Betterspace warrants to the Client that:

(a) Betterspace has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement;

(b) Betterspace will comply with all applicable legal and regulatory requirements applying to the exercise of BetterSpace’s rights and the fulfilment of BetterSpace’s obligations under the Agreement; and

(c) The Platform Services will conform in all material respects with Schedule 1 (Specification of Platform Services) and will be free from material defects.

12.2 Betterspace warrants to the Client that the Platform Services, when used by the Client in accordance with the Agreement, will not infringe the Intellectual Property Rights of any person under English law.

12.3 If Betterspace reasonably determines, or any third party alleges, that the use of the Platform Services by the Client in accordance with the Agreement infringes any person’s Intellectual Property Rights, BetterSpace may at its own cost and expense:

(a) modify the Platform Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or

(b) procure for the Client the right to use the Platform Services in accordance with the Agreement.

12.4 The Client warrants to Betterspace that it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement.

12.5 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into Agreement or any related contract.

13. Acknowledgements and warranty limitations

13.1 The Client acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of the Agreement, BetterSpace gives no warranty or representation that the Platform Services will be wholly free from defects, errors and bugs.

13.2 The Client acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of the Agreement, BetterSpace gives no warranty or representation that the Platform Services will be entirely secure.

13.3 The Client acknowledges that the Platform Services are designed to be compatible only with that software and those systems specified as compatible by BetterSpace from time to time; and BetterSpace does not warrant or represent that the Platform Services will be compatible with any other software or systems.

14. Limitations and exclusions of liability

14.1 Nothing in the Agreement will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law.

14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in the Agreement:

(a) are subject to Clause 14.1; and

(b) govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement.

14.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.

14.4 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

14.5 The liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the greater of:

(a) GBP 10,000; and

(b) the total amount paid and payable by the Client to BetterSpace under Agreement in the 12-month period preceding the commencement of the event or events.

14.6 The aggregate liability of each party to the other party under the Agreement shall not exceed GBP 50,000.

15. Force Majeure Event

15.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

16. Termination

16.1 Unless otherwise specified in a Services Order Form signed by Betterspace and the Client then the standard termination terms will apply; either party may terminate this agreement by giving to the other party not less than 90 days’ prior written notice of termination.

16.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party commits any material breach of the Agreement, and the breach is not remediable; or

(b) the other party commits a material breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied.

16.3 Subject to applicable law, either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or

16.4 Betterspace may terminate the Agreement immediately by giving written notice to the Client if:

(a) any Supplier Services Payments due to be paid by the Client under Clause 9 are unpaid by the due date and remain unpaid upon the date that that written notice of termination is given; and providing that Betterspace has given to the Client at least 14 days’ written notice, following the failure to pay, of its intention to terminate Agreement in accordance with this Clause 16.3.

16.5 The Agreement may only be terminated in accordance with its express provisions.

17. Effects of termination

17.1 Upon the termination of the Agreement, all the provisions of the Agreement shall cease to have effect, save that the following provisions of the Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 6.6, 8.4 to 8.7, 9.4 to 9.6 (insofar as necessary to facilitate and/or complete transactions entered into before the date of effective termination), 10, 11, 14, 17, 20, 21 and 22.

17.2 Except to the extent that the Agreement expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.

18. Notices

18.1 Any notice from one party to the other party under the Agreement must be given by one of the following methods (using the relevant contact details set out in the Services Order Form):

(a) sent by email, in which case the recipient must acknowledge receipt, by email, within 2 Business Days following the date of receipt, and the notice shall be deemed to have been received upon the sending of that acknowledgement;

(b) sent by courier, in which case the notice shall be deemed to be received upon delivery; or

(c) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

19. Subcontracting

19.1 Subject to any express restrictions elsewhere in the Agreement, BetterSpace may subcontract any of its obligations under the Agreement.

19.2 BetterSpace shall remain responsible to the Client for the performance of any subcontracted obligations.

20. Compliance

20.1 Each party warrants and undertakes to the other that it has complied and will continue to comply, in relation to the performance of the Agreement and the party’s other activities relating to the Agreement, with all applicable:

(a) anti-bribery and anti-corruption laws (including the Bribery Act 2010);

(b) anti-slavery and anti-human trafficking laws (including the Modern Slavery Act 2015); and

20.2 Save to the extent that applicable law requires otherwise, each party must promptly notify the other if it becomes aware of any events or circumstances relating to the Agreement that will or may constitute a breach of any of the laws referred to in Clause 24.1 (irrespective of the identity of the person in breach).

20.3 Any breach of this Clause 20 shall be deemed to constitute a material breach of the Agreement.

21. General

21.1 Save to the extent expressly permitted by applicable law, neither party shall assign, transfer or otherwise deal with its contractual rights and/or obligations under the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, providing that a party may assign the entirety of its rights and obligations under the Agreement to any Affiliate of that party or to any successor to all or a substantial part of the business of that party from time to time.

21.2 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach. No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.

21.3 If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

21.4 The Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party. The exercise of the parties’ rights under the Agreement is not subject to the consent of any third party.

21.5 The Agreement may only be varied as follows:

(a) by means of a written document signed by or on behalf of each party.

(b) by Betterspace giving to the Client at least 30 days’ written notice of the proposed variation, providing that if BetterSpace gives to the Client a notice under this Clause 21.5, the Client shall have the right to terminate Agreement by giving written notice of termination to BetterSpace at any time during the period of 14 days following receipt of BetterSpace’s notice.

21.6 The Agreement constitutes the entire agreement between the parties in relation to the use of the Platform Services and the other subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter. Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

21.7 The Agreement shall be governed by and construed in accordance with English law. Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.

22. Interpretation

22.1 In the Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

22.2 The Clause headings do not affect the interpretation of the Agreement.

22.3 References in the Agreement to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.

22.4 In the Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Schedule 1 – Specification of Platform Services

The Platform Services shall enable access to and use of the Marketplace by the Client Personnel; and through the Marketplace, Client Personnel may order Products relating to wellbeing from Suppliers.

The Marketplace allows users to:

understand their wellbeing using the wellbeing assessment tool;

learn about, find and book products, services and activities that help improve their wellbeing and their understanding of what can help.

If the Client wishes to include in-house wellbeing benefits in the Marketplace, the implementation will include the curation of those benefits and the addition of links to Client resources providing information about those benefits.

The Marketplace facilitates transactions between Client Personnel and Suppliers. BetterSpace does not act as a reseller of products or services.

If a Supplier ceases to offer Supplier Services through the Marketplace for any reason (including as a result of the termination of the Supplier’s contract with BetterSpace), BetterSpace shall follow an offboarding process with respect to the relevant Supplier to facilitate the completion of any outstanding orders for those Supplier Services. The offboarding process shall include procedures designed to ensure that refunds provided or to be provided by the Supplier are processed appropriately, so that refunds of Wellbeing Gift or Budget spend are paid to the Client and refunds of personal spend are paid to the relevant Client Personnel.

As well as the Marketplace, Betterspace will provide the Client with a Client Dashboard, giving insight into Client Personnel activity on an anonymised and aggregated basis. Examples include ratings for resources; engagement statistics; wellbeing goals and pillar scores; with change over time.

The overall objective of the project is to enable the Client’s staff to improve their wellbeing, engagement and performance.

Where a Client Personnel is dissatisfied with a Supplier’s service or goods Betterspace shall do everything reasonable to support the satisfactory resolution of that complaint.

Betterspace shall undertake regular proactive monitoring of the satisfaction levels of the Client and the Client Personnel relating to each Supplier.

Schedule 2 – Service levels

This Schedule 2 sets out the BetterSpace service level commitments relating to the Agreement.

1. Availability

Betterspace will use its best endeavours to maintain the availability of the Platform Services 24/7, except for periods of scheduled maintenance notified in accordance with this Schedule 2.

2. Helpdesk

Betterspace will make a helpdesk available to the Client and Client Personnel Monday to Friday excluding bank and public holidays in England, 09:00 to 17:00.

The Client may use the helpdesk for reporting technical issues relating to the Platform Services.

Client Personnel may also use the helpdesk for the purpose of requesting support in relation to the use of the Platform Services and in relation to Supplier Services.

3. Supplier Services support

Support queries from Client Personnel relating to Supplier Services will be routed directly to Suppliers. Suppliers commit to providing substantive responses to such queries promptly and in any case within 1 working day following receipt. However, the resolution of more complex issues may take more time. Betterspace will monitor and manage the timeliness and quality of responses of Suppliers.

4. Client in-house benefits support

Where support queries relate to the Client’s in-house wellbeing resources available via the Marketplace, the Betterspace customer success team will refer the Client Personnel to the relevant Client contact notified by the Client to Betterspace from time to time.

5. Technical issue categorisation and notification

For the purposes of this Schedule 2: “Outage” means the Platform Services being completely unavailable; and “Intermittency” means very slow response times from the Platform Services, or the Platform Services being intermittently unavailable. BetterSpace will notify the Client of an outage or intermittency event within 30 minutes of the commencement of the event.

6. Technical issue response and resolution

In relation to all outage and intermittency issues, Betterspace will begin work on resolving the issue as soon as practicable and Betterspace will provide hourly updates during working hours through to resolution.

In relation to all material technical issues affecting the Platform Services, Betterspace will use its best endeavours to resolve the issue within 24 hours of the issue being reported or notified and, failing that, as soon as practicable after the end of that period.

7. Ticket closure

Service tickets will be closed when the Client or the relevant user has confirmed they are satisfied the issue is resolved. In the case where a user has not responded to an open ticket, after prompts at 3 and 5 days, the ticket may be automatically closed.

8. Scheduled maintenance

Betterspace may from time to time suspend the Platform Services for the purposes of scheduled maintenance.

Betterspace must give to the Client at least 5 Business Days’ prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Platform Services or have a material negative impact upon the Platform Services.

Betterspace must ensure that all scheduled maintenance is carried out outside Business Hours.

9. Technical requirements

The Platform Services require the use of a supported web browser: the current desktop and mobile versions Chrome, Firefox, Safari and Edge are supported. The browsers need JavaScript enabled.

Internet Explorer is not supported