TravelHub - Pages

Revised March 2023

1. Hubex Services Agreement

Background

1. Hubex is engaged in the business of website hosting and operation and related matters and has considerable skill, knowledge and experience in that field.

2. The Client wishes to engage Hubex as a service provider to produce, host and operate the Website (hereinafter defined) to be accessed and used by the Client’s employees.

3. Furthermore, the Client requires that the Website allows the Client to provide benefits to these employees.

4. Both Parties wish to confirm the terms under which Hubex will produce, operate and host the Website and make available its Services (hereinafter defined) to the Client.

Definitions

5. ‘Access Services’ means allowing employees to avail of the different offers presented on the website.

6. ‘Affiliate’ means a company (or group of companies) that provides content and/or services to Hubex in the form of voucher codes, cashback or other value-added methods and ‘Affiliates’ shall be construed accordingly

7. ‘Authorised User Data’ means the data inputted by Authorised Users for the purpose of using the Website

8. ‘Authorised Users’ means the Client and those employees of the Client, who are authorised by the Client to use the Website in accordance with this Agreement and any Legal Notice;

9. ‘Benefit Management Services’ refers to the service offered by Hubex, whereby Hubex facilitates the supply of employee benefits and services.

10. ‘Bicycle and Accessories’ refers to bike and accessories purchased under the Cycle to Work Scheme.

11. ‘Client’ refers to the organization that employs the Employee who is using the Hubex platform.

12. ‘Confidential Information’ means all information which has been previously or is after the Commencement Date disclosed by or on behalf of the disclosing party to the receiving party which is marked confidential or which ought reasonably be treated as confidential.

13. ‘Cycle to Work Scheme’ refers to Bicycle and Accessories supplied under the Revenue benefit-in-kind exemption for the provision of bicycles and associated safety Bicycle and Accessories by employers to directors and employees.

14. ‘Employee’ refers to the Employee of the Client who is using the Hubex platform.

15. ‘Hosting Services’ means the virtual private service that Hubex provides to allow Authorised Users to access and use the Software and the Website.

16. ‘Hubex’ Bike to Work Ltd trading as Hubex and trading as Travelhub is a company registered in Ireland, No. 464697 with registered address 175 Ivy Exchange, Granby Place, Parnell Square West, Dublin, D01 Y070, Ireland.

17. ‘Intellectual Property Rights’ means all patents, registered trademarks and designs, copyright (present and future), applications for any of the foregoing, trade and business names, domain names, rights in get-up, service marks, unregistered trademarks, goodwill in relation to the foregoing, database rights, suigeneris rights, rights in designs (whether registerable or not), rights in computer software, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection which now or in the future subsist in any part of the world.

18. ‘Legal Notice’ means a privacy statement, cookies policy, terms and conditions of use or any other legal notice or terms and conditions published or made available on the Website from time to time, and as may be amended, replaced or superseded.

19. ‘Normal Working Hours’ means the hours 9:00 to 17:00 GMT, on a Working Day.

20. ‘Operators’ refers to public transport operators who supply monthly or annual Taxsaver Tickets for buses, trains and ferries in accordance with the Revenue guidance for the Taxsaver Tickets Scheme.

21. ‘Partner Shop’ refers to bike shops partnered with Hubex to supply Bicycle and Accessories to the Employee under the Cycle to Work Scheme

22. ‘Partner’ means a retailer who agrees with Hubex to provide special offers, discounts and other offerings for the Authorised Users, and ‘Partners’ shall be construed accordingly. Partners excludes Operators and Partner Shops which are specifically addressed in this agreement.

23. ‘Purchase Agreement’ is an agreement between the Client and the Employee for a Cycle to Work Scheme or Taxsaver Scheme order that includes a salary sacrifice authorisation for the Client to deduct the cost of the order from the Employee’s gross pre-tax salary.

24. ‘Purchase Term’ refers to the period during which the Employee repays their Salary Sacrifice in accordance with a Purchase Agreement.

25. ‘Quarterly Period’ means each three-month period for the duration of this Agreement.

26. ‘Service Levels’ means the service levels provided under this Agreement as more particularly described in Schedule B.

27. ‘Services’ means the services provided by Hubex as defined in Clause 72 and outlined in detail in Schedule A.

28. ‘Software’ means the online software applications provided by Hubex as part of the Services.

29. ‘Subscription Term’ means the period(s) during which Authorised Users are registered and authorised to use the Services.

30. ‘Support Services’ means the support services as more particularly prescribed in Clause 72.

31. ‘Term’ means the period described in Clause 65.

32. ‘Travel Pass Scheme’ refer to tickets supplied using the Revenue benefit-in-kind exemption for monthly/annual bus, train or ferry passes.

33. ‘VAT’ means value added tax chargeable under Irish law for the time being and any similar, additional tax.

34. ‘Voucher Code’ refers to the numerical code issued by Hubex authorising a Partner Shop to release the Bicycle and Accessories to the Employee. Salary Sacrifice refers to when an Employee gives up part of their salary for the Bicycle and Accessories provided by the Employer.

35. ‘Website’ means the branded employee benefit scheme website to be operated and hosted by Hubex pursuant to the terms of this Agreement.

36. ‘Working Day’ means a day other than a Saturday, Sunday or public holiday in Ireland when banks are open for business.

General Provisions

37. The Schedule(s) to this Agreement will form part of this Agreement and any reference to this Agreement shall include a reference to the Schedule(s)

38. Any reference to a ‘person’ includes any person, firm, company, governmental or other legal entity and its successors, personal representatives, heirs and permitted assigns

39. The headings in this Agreement are inserted for convenience of reference only and will not be considered a part of, or affect the construction or interpretation of this Agreement

40. Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine and vice versa and words importing persons include companies and vice versa

41. Any reference to a day, week, month or year shall be taken as a reference to a calendar day, week, month or year

42. Any reference to any provision of any legislation shall include any modification reenactment or extension thereof. Any reference to any provision of any legislation shall be a reference to legislation of Ireland unless the context clearly indicates to the contrary

43. Terms such as ‘including’, ‘in particular’, ‘such as’, and ‘for example’ are not to be read as exhaustive, or to limit, but may extend the generality of the provisions to which they relate. Any obligation on the part of either Party in this Agreement not to do or omit to do any act or thing is deemed to include an obligation not to permit or suffer such act or thing to be done or omitted, as the case may be.

44. Any amendments to this Agreement are valid only if previously agreed by Hubex and the Employer. This agreement must be in writing.

45. This Agreement may not be assigned or transferred by either party without the prior written consent of the other.

46. This Agreement consists of the final and complete statement of the terms of the Agreement between Hubex and the Employer and supersedes all prior understandings or agreements of the parties.

47. Neither Party shall novate, assign, hold on trust, transfer or otherwise dispose of this Agreement (in whole or in part), or any of its rights or obligations under it, to any extent without the prior written consent of the other Party.

48. Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties.

49. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

50. A waiver by either Party of any breach of any of the provisions of this Agreement does not constitute a general waiver of such provision or of any subsequent act contrary to it. The failure or neglect by either Party to enforce any provision of this Agreement is not (and will not be deemed to be) a waiver of that Party’s rights under this Agreement and does not prejudice that Party’s right to take subsequent action in respect of such provision.

51. The rights, powers and remedies provided in this Agreement are cumulative and not inclusive of any rights, powers and remedies provided by Irish law.

52. Save as provided for elsewhere in this Agreement, this Agreement (and the Legal Notices incorporated by reference) represent(s) the entire of the understanding of the parties concerning the subject matter hereof and overrides and supersedes all prior promises, representations, understandings, arrangements, practices, agreements (excluding any non-disclosure agreements between the Parties which continue to apply), letters of intent, proposals or heads of agreement concerning the same which are hereby revoked by mutual consent of the Parties and upon which the Parties confirm they have not relied, provided that nothing in this clause shall operate to limit or exclude any liability for fraudulent misrepresentation.

53. If any of the provisions (or part thereof) of this Agreement is found by a court of competent jurisdiction or any other competent authority to be void, invalid or unenforceable, it shall be deemed to be deleted from this Agreement and the remaining provisions shall not be affected and shall continue to apply. The Parties shall then negotiate in good faith in order to agree terms of a mutually satisfactory provision to be substituted for the provision found to be void, invalid or unenforceable.

54. This Agreement and all non-contractual obligations arising from or connected with them shall be governed by and construed in accordance with, and all disputes between the Parties arising out of or in any way relating to this Agreement or any disputes between the Parties in any way connected with the subject matter of this Agreement (whether contractual or non-contractual) shall be governed by, the laws of Ireland. Each of the Parties to this Agreement hereby submits to the exclusive jurisdiction of the Irish courts.

Intellectual Property

55. The Client acknowledges and agrees that Hubex and/or its licensors own all intellectual property rights in the Website and/or Services. Except as expressly stated herein, this Agreement does not grant the Client, any Authorised User or any other party any rights to, or in, the intellectual property rights in the Website and/or Services.

56. The Client hereby grants, for the duration of this Agreement, a non-exclusive, royalty free, fully-paid-up licence to Hubex to use such of its intellectual property rights (including but not limited to trademarks in names, logos, designs and graphics), as are strictly necessary to allow Hubex to provide the Services to the Client and the Authorised Users and to promote the Services to the Authorised Users. Hubex hereby undertakes not to use the Client’s intellectual property rights for any purpose other than herein specified.

Confidentiality

57. Each Party undertakes to keep the other Party’s Confidential Information confidential and not to: use the Confidential Information for any reason, other than to the extent necessary to perform its rights and obligations under this Agreement; or disclose the Confidential Information to any third party, except the employees of the party, that comply with the following: (A) have a legitimate ‘need to know’ for furtherance of the receiving party’s rights and obligations under this Agreement; (B) are subject to confidentiality obligations no less restrictive than those set forth herein; and (C) exercise the same degree of care in protecting the other party’s Confidential Information that it uses for its own Confidential Information of a similar nature, but in no event less than reasonable care.

58. The undertakings in clause 57 will not apply to Confidential Information which (A) at any time is or comes into the public domain without breach of this Agreement (or any other obligation of confidentiality); (B) was lawfully in the possession of the receiving party prior to disclosure; or (C) at any time after this Agreement commences comes lawfully into the receiving party’s possession from a third party.

Data Protection

59. Data protection is addressed in detail by the Data Processing Agreement in Schedule A of this agreement.

Warranties and Limitations of Liability

60. Hubex warrants that the Services will be carried out with due skill, care and diligence and by personnel who are appropriately experienced and qualified.

61. Hubex does not warrant that the Access Services will perform error-free or uninterrupted.

62. To the fullest extent permitted by applicable law, neither party will be liable for any unanticipated special, indirect or consequential loss, costs, damages, charges or expenses including any loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss however arising.

63. To the fullest extent permitted by applicable law, total aggregate liability of either party, in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the performance or contemplated performance of this Agreement is limited to the total fees paid by the Client under this Agreement in the twelve months prior to the breach in question.

64. Nothing in this Agreement shall operate to exclude or limit any Party’s liability for death or personal injury caused by negligence, fraud or any other liability which cannot be excluded or limited by law. Except as expressly and specifically provided in this Agreement, to the fullest extent permitted by applicable law all warranties, conditions and other terms implied by statute, common law or otherwise are excluded from this Agreement.

Term and Termination

65. This Agreement commences on the Commencement Date and will continue in full force and effect, unless terminated earlier in accordance with clause 66, for a period of one year (‘Term’), at which time it shall automatically terminate, unless the Parties agree to extend the Term of this Agreement for a further period.

66. Subject to clause 69 below, either Party may, without incurring any liability to the other Party, terminate this Agreement at any time for convenience by providing the other Party not less than 2 months’ prior written notice.

67. Without prejudice to any rights that may have accrued under this Agreement or any of its rights or remedies, either Party may at any time terminate this Agreement with immediate effect by giving written notice to the other Party if that other Party commits any material breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within 20 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.

68. For the purposes of clause 67, material breach shall mean a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this Agreement over the Term of this Agreement.

69. In the event that (A) A liquidator or receiver is appointed over any of the property or assets of a Party; or (B) A Party makes any voluntary arrangement or composition with its creditors; or (C) An application is made to the High Court of Ireland (or court of competent jurisdiction) by either Party seeking an order for voluntary liquidation (other than in connection with a solvent bona fide amalgamation, reconstruction or any other reorganisation where the company resulting from the amalgamation, reconstruction or reorganisation agrees to be bound by the obligations imposed on that party under this agreement); (D) The Website is unavailable or the Access Services are not provided for a continuous period of 2 weeks or for a cumulative period of one month in each quarterly period and notice has been given by the Client to Hubex and Hubex has failed to make the Website and/or Services available; then the non-defaulting Party may terminate this Agreement forthwith on written notice to the defaulting Party.

70. Upon termination or expiry of this Agreement for any reason: (A) a refund applying to the remaining period of the Term may be payable to the Client provided that the Client is the non-defaulting Party; (b) a fee for unpaid Services rendered up to an including the date of termination may be payable to Hubex provided that Hubex is the non-defaulting Party; (c) any licence or rights granted under this Agreement will automatically terminate; (d) the Website will be taken down and Authorised User accounts terminated; and (e) each Party will return or destroy all originals and copies of all documents and information in any form containing or covering in any way any part of the other Party’s Confidential Information.

71. Termination or expiry of this Agreement will not affect any accrued rights and liabilities or undertakings of either Party existing as of the date of termination.

Services Provided

72. Hubex will, during the Term, provide the Hosting Services, the Website, the Access Services, the Benefit Management Services and the Support Services (collectively the ‘Services’) to the Client and the Authorised Users, subject to the terms of this Agreement, and the attached Statement of Work in Schedule B.

73. The Client may at any time during the Term of this Agreement notify Hubex that it wishes to change aspects of the Services. Hubex will at its standard rates then in force, prepare for the Client a written estimate of the cost and any effect that the requested change would have on the Services. The Client must inform Hubex in writing of whether or not it wishes to proceed with the requested for the cost specified. If the change is required, Hubex will not make the requested change until the Parties have agreed and signed a written agreement (‘Change Agreement’) specifying in particular, any changes to the Services and the associated costs. Such costs shall be paid to Hubex within 30 days of the date of the Hubex’ invoice. The Change Agreement will thereafter be appended to this Agreement.

74. This site is provided for the use of employees of The Client and their families. Proof of eligibility may include sight of Employee Staff ID. A supplier on the site may seek proof of eligibility to provide employees with a special offer or service.

75. The Client acknowledges that the Services enable Authorised Users to access the website content of, and to purchase products and services from, Partners via Partner’s websites and that Authorised Users do so solely at their own risk. Any contract entered into and any transaction completed via any Partner website is between the relevant authorised User and the relevant third party, and neither Hubex nor the Client is a party to such agreement.

Terms for the Cycle to Work Scheme (if enabled)

76. The Employee is responsible for visiting the Partner Shop of their choice and selecting their Bicycle and Accessories prior to the Partner Shop generating a quote. This quote will be on an official Hubex quotation forms. The employee should print the quote form from the Employer microsite. The Employee then submits the quotation online at the Employer microsite. Once approved by the Employer's administrator an invoice will be sent to the Employer. Before Hubex issue the Voucher code the Employee must sign a Purchase Agreement, which authorises Salary Sacrifice reductions from the Employee's gross wages. A sample for this form will be provided by Hubex. This form can be amended by the Employer as they see fit.

77. To collect the chosen Bicycle and Accessories, the Partner Shop may verify the identity of the employee and the details of the quote.

78. Once the Bicycle and Accessories is collected it is the Employees responsibility to insure the Bicycle and Accessories. Any theft or damage of the property will be the Employees responsibility, not the Employer's.

79. Hubex accept no responsibility for loss or damage to the Bicycle and Accessories after the Voucher code is issued.

80. The Voucher code is non-transferable and is not redeemable for cash.

81. If the Partner Shop does not have the chosen bike or Bicycle and Accessories in stock the Partner Shop will arrange for the Bicycle and Accessories to be brought into stock within a reasonable time period or supply similar Bicycle and Accessories to the same value.

82. If the employee wishes to take Bicycle and Accessories to a greater value than the values eligible for tax relief under the scheme, the employee may do that. However, the difference must be paid by the Employee at the point of sale and is not covered under the Salary Sacrifice arrangement.

83. A sample Purchase Agreement document will be provided by Hubex. Nevertheless, this Purchase Agreement contract is between the Employer and Employee. By signing the Purchase agreement, the Employee authorises the Employer to deduct the cost of the Bicycle and Accessories or Travel Pass from the Employee's salary until the Bicycle and Accessories or Travel Pass is paid in full. Revenue rules state that the Salary Sacrifice deductions must be completed within 12 months of the purchase of the Bike and Accessories or Travel Pass.

84. All Bicycle and Accessories will be provided by Hubex.’s Partner Shops. Hubex will not directly supply any Bicycle and Accessories. All servicing and warranty will be provided by the Partner Shop, who will be the contact point for any queries or faults.

Terms for the Taxsaver Ticket Scheme (If Enabled)

85. Hubex will list all the available Travel Pass tickets from Hubex's partner Operators on the Employer Microsite. The Employee will visit this site and chose their Travel Pass ticket.

86. The Employee can note their preferred date for the start of the Travel Pass. However particular operators may start all their Travel Pass tickets on a particular date.

87. Once Hubex forwards the Travel Pass ticket to the Employer or Employee, then Hubex cannot cancel the Travel Pass Ticket. Depending on the particular Operator's terms and conditions some operators may offer refunds. If an Employee receives a refund for part of a Travel Pass ticket they may become liable for the tax that they saved on that part of the ticket. The Employer and Employee must address these issues if a refund is sought from the Operator.

88. A sample Purchase Agreement document will be provided by Hubex. Nevertheless this Purchase Agreement contract is between the Employer and Employee. By signing the Purchase agreement the Employee authorises the Employer to deduct the cost of the Bicycle and Accessories or Travel Pass from the Employee's salary until the Bicycle and Accessories or Travel Pass is paid in full. Revenue rules state that the Salary Sacrifice deductions must be completed within 12 months of the purchase of the Bike and Accessories or Travel Pass.

Costs, Invoicing and Payment Terms

89. The Statement of Work in Schedule B shall set out details of costs, invoice frequency and payment terms.

Force Majeure

90. Neither Party shall be responsible to the other Party for an event which is outside the reasonable control of that Party (‘Affected Party’) and subject to the Affected Party demonstrating to the other Party that such is the case (‘Force Majeure Event’). Where a Force Majeure Event occurs, the Affected Party will continue to use its best endeavours to remove the circumstances giving rise to the Force Majeure Event and will continue to perform its obligations under this Agreement which are not affected by the Force Majeure Event. If the Force Majeure Event continues for more than three (3) months, the other Party will be entitled by notice in writing to the Affected Party to terminate this Agreement. For the purposes of this clause, a Force Majeure Event includes, without limitation, acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict; collapse of buildings, fire, explosion or accident; non-performance by suppliers or subcontractors (other than by companies in the same group as the Party seeking to rely on this clause); and interruption or failure of utility service.

Notices

91. Any notice under this Agreement must be given in writing and sent to the registered address of the recipient set out in this Agreement or by email to an email address provided by the recipient for the purposes of delivering notices to that Party. Any such notice may be delivered personally or by pre-paid post or by email and will be considered to have been served if by hand when delivered, if by pre-paid post 3 Working Days after posting and if by email, 12 hours after it has been dispatched and successful transmission confirmed, provided that where, in the case of delivery by hand or by email, such delivery or transmission occurs after 5 pm on a Working Day, service will be considered to occur at 9.00 am on the next following Working Day.

2. Schedule A: Data Processing Agreement

Protection

1. We protect your personal information and data. We will only use the information that we collect lawfully in accordance with the Data Protection Acts, 1988 and 2003, the EU General Data Protection Regulation and/or other applicable data protection laws. Nothing in this agreement relieves Hubex of its own direct responsibilities and liabilities under the GDPR.

Subject Matter

2. The site will be used to collect data on Employees of the Employer who will be considered data subjects under the GDPR. The Employer is the Data Controller and Hubex is a data Processor.

3. For bike orders (if enabled) we will collect: first name, middle initial, last name, Employer name, work phone, work email. For ticket orders (if enabled) we will collect the same information as for bike order and in addition: a photo, LeapCard public transport smart-card ID. On request from the Employer we can also collect Employee ID or other additional fields. For HR contacts on the account we may also collect the position of the HR contact in the Employer.

Nature of and Purpose of Processing

4. We will use the data to process bike and ticket orders and renewals (depending on the services enabled), and the deal with queries from Employees.

5. For Cycle to Work Scheme orders (if enabled), we may transfer the Employee name and surname to the bike shop along with the details of the quote for the bicycle and accessories. The Employee may wish to give the shop additional information to allow them to order the bicycle, arrange collection, or as part of any warranty for the goods. The Employee is responsible for transferring this data to the bicycle shop and the bicycle shop will be the controller of this data which will be administered using the bicycle shop's systems.

6. For Travel Pass tickets (if enabled) we may transfer the following data to the Public Transport Operator in order to process the ticket: first name, middle initial, last name, Employer name, work email, work phone, photo, Leap Card public transport integrated ticket ID. In these cases the Public Transport operator will become a data controller for this data and will administer the data using their systems. The Employee should make contact directly with the operator regarding their individual data rights.

7. We may send news and marketing emails about our services and related services to employees, but only if they opt in to this. We will not sell employee data or transfer employee data to any third parties for marketing purposes.

Duration of Processing and Data Retention

8. We will retain data on Employees for seven years after the Employee has last placed an order. After this we will anonymise the data in our database. This is to facilitate the processing of orders and renewals of orders and to retain records of invoices and purchase agreements in case of audit.

Data Processing Terms

9. Hubex will only process data on the written instruction of the Employer, unless required by law to act without such instructions, in which case Hubex shall inform the Employer of that legal requirement before commencing Processing unless that law prohibits such information on important grounds of public interest.

10. Hubex will ensure that all staff that process personal data are subject to suitable confidentiality obligations.

11. Hubex will comply with the security requirements set out in the requirements of Article 32 of the GDPR;

12. Hubex will not disclose or transfer Personal Data to any sub-processor without Employer's written prior consent except where such disclosure or transfer is to a sub-processor which, prior to such disclosure, has agreed by written contract to be bound by obligations that are no less onerous than the obligations set out in this agreement and undergone a thorough assessment for compliance with these obligations conducted by Hubex and agreed to be assessed periodically by Hubex. A list of data sub-processors at the date of the creation of this agreement follows. Hubex will give 30 days’ notice of any proposed changes to sub-processors.

13. Hubex will provide all assistance to Employer necessary to meet its obligations in respect of Data Subject rights, including the right of information, access, rectification, restriction, erasure, portability and opposition, and the right not to be subjected to automated decision-making.

14. Hubex will provide assistance to Employer in performing, where required, a data protection impact assessment and in consulting with competent authorities.

15. Hubex will notify Employer within 48 hours of discovering a Personal Data Breach, in which case Hubex shall (A) as part of such notification describe the nature of the incident and, where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned, and explain the impact of such Personal Data Breach upon Employer and the Data Subjects whose Personal Data is affected by such Personal Data Breach; (B) in no case delay notification because of insufficient information but instead provide and supplement notifications as information becomes available; and (C) in cooperation with Employer, use its best efforts to investigate such Personal Data Breach and take all necessary and appropriate corrective action to remedy such breach and prevent a recurrence of such breach; any request for information from or complaint by a data protection authority / Supervisory Authority in relation to Personal Data that Hubex Processes for the purpose of providing the Services; any request to Hubex by a Data Subject to exercise rights such as to access, rectify, amend, correct, share, delete or cease Processing his or her Personal Data.

16. Hubex will retain Personal Data only for as long as necessary to perform the Services or as required by applicable law. Hubex shall, consistent with Employer's direction following expiration or termination of this Agreement, return or safely destroy all Personal Data that Hubex obtained in connection with performing the Services, including all originals and copies of such Personal Data in any medium. Hubex shall promptly notify Employer in writing once all such information has been returned or destroyed (as applicable in accordance with Employer's direction). Where continued storage is required by Union or Member State law, Hubex shall inform Employer of those requirements. The provisions of this agreement shall continue to apply to the Personal Data concerned, and Hubex shall only Process this Personal Data to meet its legal obligations;

17. Hubex will allow Employer or another auditor mandated by Employer to audit compliance with this agreement.

18. Hubex will immediately inform Employer if Hubex is of the opinion that an instruction of Employer regarding Processing Personal Data violates, or would cause Employer or Hubex to violate, applicable data protection laws.

19. Hubex will process Personal Data only at the locations and/or geographies specifically agreed to by the parties, if any, and shall not change them without Employer's express prior written consent.

20. In addition to Hubex's obligations with respect to indemnification under the Agreement, where Hubex becomes aware that it will or may face a claim under Article 82 of the GDPR in relation to Processing of Personal Data for or on behalf of Employer that Hubex shall: (A) promptly inform Employer of the claim or potential claim and provide all material detail concerning the claim and the progress of the claim insofar as is known to Hubex, and (B) provide Employer with all material detail concerning the underlying circumstances that gave rise to the claim or potential claim. Irrespective of its rights under Article 82(5) of the GDPR, Hubex shall defend any such claim prudently.

21. Where Employer faces an actual or potential claim under Article 82 of the GDPR concerning Processing by Hubex of Personal Data for or on behalf of Employer, Hubex shall provide all materials and information requested by Employer that are relevant to the defence of such claim and the underlying circumstances concerning the claim.

22. Hubex uses data sub-processors. A list of data sub-processors is available on request.

3. Schedule B: Statement of Work

Services

1. The following services shall be provided by Hubex to the Client (A) A benefits website on the biketowork.ie, travelhub.ie or hubex.ie website (B) The Cycle to Work Scheme benefit (C) The Taxsaver Ticket benefit.

2. If a roadshow is requested by the Employer to promote the scheme this will be facilitated by Hubex or one or more of our Partner Bike Shops and Operators. The Employer must previously have promoted the scheme on site to Employees through posters and / or flyers. Reasonable on-site promotion by Hubex and/or the Partner Shops and/or Operators will be at no cost to the Employer.

3. Hubex can provide reasonable quantities of marketing material in the form of leaflets and posters for the Employer to advertise the scheme at no cost to the Employer. The quantities will be agreed between Hubex and the Employer.

Costs

4. Cycle to Work Scheme orders have no Hubex fees for the Client or Employees.

5. Annual Taxsaver Ticket orders have a booking fee of 4% plus VAT on the full value of the ticket.

6. Monthly Taxaver Ticket orders have a booking fee of €8.13 plus VAT on the full value of the ticket.

7. Taxsaver Ticket booking fees will be paid by the Client rather than the employees. Hubex will send a separate VAT invoice for the booking fees, in addition to the invoice for the tickets.

Invoicing

8. Cycle to Work Scheme orders (if enabled) will be invoiced when they are approved.

9. Taxsaver ticket orders will be invoiced on a monthly basis as the tickets are fulfilled on a monthly cycle.

10. Subscriptions will be invoiced annually in advance.

Payment Terms

11. Payment terms for Cycle to Work Scheme orders are immediate payment. Hubex will issue the voucher for the order within one working day of receipt of payment plus a remittance advice identifying the invoices that the payment applies to.

12. Payment terms for Taxsaver Ticket orders are immediate payment.

13. Payment terms for invoices for subscriptions are 30 days from date of invoice.

14. The Client is responsible for the prompt payment of the invoice for Hubex. If payment has not been received within 60 days Hubex reserve the right to deactivate the Client platform

Service Level Response Times

15. Level 1 severity or priority response times are as follows (A) Target resolution time: within 4 normal working hours (B) Description of fault: Critical part of the system unusable causing major business impact. (C) Examples of such problems: Whole of the website unavailable, brand impacted negatively, legal implications.

16. Level 2 severity or priority response times are as follows (A) Target resolution time: within 8 normal working hours (B) Description of fault: An important, but not critical part of the system is unusable that causes some minor business impact. (C) Examples of such problems: A fault which impacts upon and important but not critical function of the Website. A fault which may become critical if not dealt with in an appropriate time