Workplace Salary Sacrifice Terms & Conditions
THIS AGREEMENT is made
(1) Your company (Workplace, You, Your).
(2) Hatch, a trading name of TW11 Wealth Management Limited, authorised and regulated by the Financial Conduct Authority, registered in England and Wales No. 10339119 having its registered office at 8 Waldegrave Road, Teddington, TW11 8HT (Hatch, We, Our, Us).
IT IS AGREED as follows:
DEFINITIONS AND INTERPRETATION
Words or expressions used in this agreement are as defined in clause 17.
SERVICE TO BE PROVIDED – FINANCIAL COACHING & ADVICE
We will provide financial guidance and advice to Your employees in accordance with Our Consumer Terms and Conditions to be found at hatchplan.co.uk/termsandconditions. In the event of any contradiction, those terms and conditions will take precedence unless explicitly stated herein.
Employees will be invited to book a financial planning session with one of Our Financial Coaches. We will prioritise these sessions on a first-come-first-served basis.
The coaching session will comprise a “discovery call” averaging up to 20 minutes, and an “initial findings” meeting averaging up to 40 minutes.
The “discovery call” will allow us to understand the Employee’s key life goals, and their current financial situation
During the “initial findings” meeting we will share and refine a financial forecast for the Employee and identify key issues and opportunities.
“Initial findings” meetings will occur at Your Address, on pre-determined dates, occupying up to 2 days per quarter. Alternatively, an Employee can request the meeting occur by telephone.
During or after the “initial findings” meeting, we will invite the Employee to become a Hatch Client. We will then provide access to our financial planning software along with ongoing email and phone access to their Financial Coach. We will provide guidance and advice as required in the areas of budgeting, saving, investments, pensions, mortgages and protection, in accordance with Our Consumer Terms and Conditions.
We will encourage employees to book further face to face sessions on an annual basis, or wherever they have a change in circumstance.
SERVICE TO BE PROVIDED – THIRD PARTY INTRODUCTIONS
We may deem at Our sole discretion that an employee has complex needs, which require advice beyond Our capabilities. In such scenarios, We may with their prior permission introduce the Employee to a more specialized third party financial adviser, accountant, solicitor or other professional. We may elect to continue to treat the Employee as a Client, providing a full or partial service, as We deem appropriate at Our sole discretion. The employee would receive prior notice of any third party fees and choose whether to proceed with that third party or not.
SERVICE TO BE PROVIDED – BENEFITS ADMINISTRATION
e will analyse any information You provide Us about Your Employee Benefits Programme, and ensure any guidance provided to Employees adequately incorporates this knowledge.
SERVICE TO BE PROVIDED – EMPLOYEE COMMUNICATIONS
We will provide either a staff presentation or demo morning/lunch, subject to mutual agreement on dates, with both parties providing reasonable diary flexibility and notice.
We will provide copy and artwork for Your internal communications.
We will provide regular email communications and news - either to all Your staff, or only Hatch Clients, as notified by You.
You will use all reasonable endeavours to publicise the Services widely and effectively amongst Your employees and in particular will take reasonable steps to ensure that the maximum number of employees possible attends any promotional events arranged under clause 5.1.
You will check and sign off any customised promotional materials We provide for the purposes of advertising the scheme to Employees prior to distribution.
You will ensure that any promotional materials not created by or expressly approved by Us distributed to Your employees in respect of the Services are compliant with applicable Financial Conduct Authority regulations and other legal requirements.
Upon notification that a Client will cease to become an Employee, We will notify them and terminate Our relationship from the end of the next calendar month, or the cessation of their employment, whichever is later.
All capacity limits can be reviewed and amended in accordance with the notice periods outlined in Clause 8.2.
Our Financial Coaches will be available to spend up to 2 days per quarter on site at your request, subject to mutual agreement on dates and at least 8 employees being available for onboarding.
DURATION & TERM
This Agreement shall take effect upon the Commencement Date as provided above.
Subject to the provisions for earlier termination (as set out in clause 13), this Agreement will remain in force for a minimum period of 12 months and will continue thereafter unless and until terminated by either party giving to the other written notice of not less than 3 months.
OUR CHARGES AND SALARY SACRIFICE
For each employee who elects to become a Hatch client, we will invoice you £20 per employee per month, which you will recoup through salary sacrifice
This charge will only apply for Employees who wish to continue with the service beyond their “Initial Findings” meeting. The service will be free until that point. We will ask each Employee whether they wish to continue, and notify you accordingly.
You will be responsible for making adjustments to Employees' salary payments and treatment of the provision of the service as a Benefit in Kind (BIK), including the completion of relevant P11D/P11D(b) forms and submissions.
Our understanding of HMRC legislation is that your monthly payment to us would fall within a £500 p.a. (per employee) pension advice allowance, that employers can fund as a non-taxable Benefit-in-Kind. It is your responsibility to confirm this. There is more info here https://www.gov.uk/government/publications/pensions-advice/pensions-advice
We will provide a report at the beginning of each month outlining the employees who have signed up to Financial Coaching so you can process their salary sacrifice through your monthly payroll
All subscription and sign-up fees referenced in the Consumer Terms and Conditions will be waived for any of Your Employees who become Hatch Clients.
Our understanding is that as a financial intermediary, Our charges (other than the account management and setup fees) are exempt from VAT. However, We reserve the right to retrospectively invoice You for any VAT charges that We believe have become due, at any future date.
Either We, or any third party professionals We introduce Clients too, may also earn a commission for any Mortgage, Protection or other products recommended.
We may earn a fee when referring a client to a third party professional.
Employees will be charged an additional fee if they choose to use Our investment services, as outlined in the Consumer Terms.
Employees can cancel their service at any time. The payment due in that month will be their last. If they then wish to re-enrol into the service, We reserve the right to apply Our signup fee, as stated in the Consumer Terms.
We will issue You an invoice at the beginning of each calendar month in which We are due to provide Our Services.
You will make payment within 28 days of receiving the invoice.
We reserve the right to suspend the provision of Our Services while any payments (including interest) remain overdue.
We reserve the right to charge interest on any late payments at 3% above the base rate for the time being of HSBC Bank PLC.
CONFIDENTIALITY & DATA PROTECTION
Processing and Process: has the meaning set out in Article 2 (c) of the Directive 95/46/EC of the European Parliament and of the Council.
Personal Data: has the meaning set out in Article 2 (a) of the Directive 95/46/EC of the European Parliament and of the Council.
Data Subject: an individual who is the subject of Personal Data.
Data Processor: has the meaning set out in Article 2 (e) of the Directive 95/46/EC of the European Parliament and of the Council and for the term of this clause 5 shall mean the Provider.
Data Controller: has the meaning set out in Article 2 (d) of the Directive 95/46/EC of the European Parliament and of the Council and for the terms contained in this clause 5 shall mean the Employer.
Each party agrees to safeguard and keep confidential any and all Confidential Information that it may acquire in relation to the business or affairs of the other party. Neither party will use or disclose the other party's Confidential Information except to the extent that such use or disclosure is necessary for the purposes of performing its obligations or exercising its rights under this Agreement. Each party will ensure that its officers and employees and any other persons to whom any Confidential Information is disclosed comply with the provisions of this clause 11.2.
The obligations on a party set out in clause 11.2 above will not apply to any information to the extent that such information:
Is required to be disclosed by law.
Is publicly available or becomes publicly available through no default of that party;
Each party agrees to comply with its obligations under the Data Protection Act 1998 (and all other applicable statutes, directives, or regulations which may supplement, amend, or replace same and relate to data privacy) (the Act) in respect of any Personal Data (as defined in the Act), which it supplies or receives under or in connection with this Agreement. You will ensure in particular that You have obtained from all relevant Employees all consents which may be necessary in order for Us to lawfully process Personal Data about those Employees for the purposes of the Services.
Obligations of the Data Processor
You and the Data Processor acknowledge that for the purposes of the EU data Protection Directive 95/46/EC, the You are the Data Controller and the Data Processor is the data processor of any Personal Data. The Data Processor shall process the Personal Data only to the extent, and in such a manner, as is necessary for the purposes of carrying out its obligations under this Agreement or in accordance with Your reasonable written instructions from time to time. The Data Processor will keep a record of any processing of Personal Data it carries out on Your behalf.
The Data Processor shall promptly comply with any request from You requiring the Data Processor to amend, transfer or delete the Personal Data.
If the Data Processor receives any complaint, notice or communication which relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Act 1998 and the data protection principles set out therein, it shall immediately notify You and it shall provide You with full co-operation and assistance in relation to any such complaint, notice or communication.
At Your request, the Data Processor shall provide to You a copy of all Personal Data held by it in the format and on the media reasonably specified by You.
The Data Processor shall not transfer the Personal Data outside the European Economic Area without Your prior written consent.
The Data Processor shall promptly inform You if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. The Data Processor will restore such Personal Data at its own expense.
Data Processor's Employees
The Data Processor shall ensure that access to the Personal Data is limited to: those employees who need access to the Personal Data to meet the Data Processor's obligations under this Agreement; and in the case of any access by any employee, such part or parts of the Personal Data as is strictly necessary for performance of that employee's duties.
The Data Processor shall ensure that all employees: are informed of the confidential nature of the Personal Data; have undertaken training in the laws relating to handling Personal Data; and are aware both of the Data Processor's duties and their personal duties and obligations under such laws and this Agreement.
The Data Processor shall take reasonable steps to ensure the reliability of any of the Data Processor's employees who have access to the Personal Data.
Rights of the Data Subject
The Data Processor shall notify You within 10 (ten) working days if it receives a request from a Data Subject for access to that person's Personal Data.
The Data Processor shall provide You with full co-operation and assistance in relation to any request made by a Data Subject to have access to that person's Personal Data.
The Data Processor shall not disclose the Personal Data to any Data Subject or to a third party other than at Your request or as provided for in this Agreement.
For the avoidance of doubt, personal data provided to Us by Employees rather than by You will not be considered Personal Data within the scope of this agreement. Rather, it will be treated as personal data within the scope of the Consumer Terms and Conditions, agreed between Us and those Employees who become Hatch Clients. This data will not be available to You, the employer, except in aggregated and anonymised form.
LIABILITY AND EXCLUSIONS
Subject to clause 12.3 below, neither party will be liable to the other (whether for breach of contract, negligence or otherwise) for any loss of profits; damage to reputation; loss of anticipated savings; or indirect loss, damage, cost, expense, claim or other liability whatsoever; which arises out of or in connection with this Agreement, although (for the avoidance of doubt) nothing in this clause is intended to limit or exclude any liability that You may have for non-payment of any sums payable to the Provider under this Agreement.
Neither party will be liable for, or be deemed to be in breach of this Agreement as a result of, any delay in performing or failure to perform any of its obligations under this Agreement where that delay or failure is caused by any circumstances beyond the reasonable control of that party.
In any event, subject to clause 12.4 below, the aggregate liability (inclusive of interest and legal and other costs) of You in respect of all claims arising under or in connection with this Agreement (whether for breach of contract, negligence or otherwise) will not exceed the aggregate value of invoices rendered under this Agreement at the time the liability arose.
Nothing in this clause is intended to limit or exclude the liability of either party for any death or personal injury caused by the negligence of that party or for any other matter in respect of which liability cannot lawfully be limited or excluded.
In addition to the provisions contained in clauses 8.2 and 12.2 either party may terminate this Agreement forthwith by written notice without prejudice to any accrued right or remedy of either party if:
The other party commits a material breach of any of the provisions of this Agreement and in the case of a breach capable of remedy, fails to remedy that breach within 30 days after being served with a written notice specifying the breach and requiring it to be remedied.
The other party ceases to carry on business;
Anything analogous to any of the foregoing occurs to the other party under the law of any jurisdiction;
A security holder takes possession, or a receiver or administrative receiver is appointed, over all or any material part of the property or assets of the other party;
The other party makes any voluntary arrangement with its creditors or becomes bankrupt or enters administration or goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction);
The termination of this Agreement howsoever arising will be without prejudice to the rights and duties of either party accrued prior to termination. The clauses in this Agreement, which expressly have effect after termination, will continue to be enforceable notwithstanding termination.
Unless otherwise agreed in writing by both parties (in the event of termination without breach by either party) or where required in writing by the terminating party (where terminating as a result of breach by the other party) all existing delivery of all Services and Benefits under the Relevant Schedules will automatically terminate simultaneously with termination of this Agreement.
On the termination of this Agreement howsoever arising each party shall forthwith return to the other all written documents and other things on loan or free issue from the party and all copies thereof made by the receiving party which are in the receiving party's possession, custody or control as at the date of such termination.
ANTI-BRIBERY & ANTI-CORRUPTION
The parties agree to:
Comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010 (Relevant Requirements).
Not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2, or 6 of the Bribery Act 2010 if such activity, practice, or conduct had been carried out in the UK;
Keep in place throughout the term of this agreement policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;
Promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by them in connection with the performance of this agreement;
Immediately notify the other Party (in writing) if a foreign public official becomes their officer or Employee or acquires a direct or indirect interest in them.
Neither party shall knowingly solicit the officers, directors, Employees, or representatives of the other for any purpose during the period of this Agreement or for 12 months following its termination. Any unauthorised solicitation or publication may constitute grounds for termination by the non-defaulting party to this Agreement.
All notices given under this Agreement shall be in writing and emailed to firstname.lastname@example.org
If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable, or illegal provision would be valid, enforceable or legal if some part of it Were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
Each of the parties to this Agreement is an independent contractor and nothing contained in this Agreement shall be construed to imply that there is any relationship between the parties of partnership or of principal/agent or of employer/Employee nor are the parties hereby engaging in a joint venture and accordingly neither of the parties shall have any right or authority to act on behalf of the other nor to bind the other by contract or otherwise, unless expressly permitted by the terms of this Agreement.
The parties to this Agreement do not intend that any of its terms will bind or be enforceable by any person other than the Employer, Provider and any Provider Affiliate(s) by whom all or any part of the Services is performed.
Any variation or amendment to this Agreement will not be binding on the parties unless set out in writing, expressed to amend this Agreement and signed by an authorised representative of each party.
Neither party will be entitled to assign the benefit or burden of this Agreement or sub-contract its obligations without the prior written consent of the other party (such consent not to be unreasonably withheld by either party). For the avoidance of doubt, the engagement of a third party used by the Provider for the provision of services to it in the ordinary course of the Provider's business to support the delivery of any part of the Services shall not constitute subcontracting.
This Agreement and the documents referred to in it constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement, and shall apply to the exclusion of and prevail over any express terms contained in any standard documentation of either party (including but not limited to any pre-printed standard terms and conditions).
No delay, neglect or forbearance on the part of either party in enforcing any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudicial to any right of such party under this Agreement.
LAW AND JURISDICTION
The formation, construction, performance, validity and all aspects whatsoever of this Agreement (including any non contractual disputes) shall be governed by the laws of England & Wales and the parties hereby irrevocably agree to submit to the exclusive jurisdiction of the English Courts to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.
Employee Benefits Programme means the full package of benefits you offer to your employees
You, Your means the Workplace
We, Us, Our means Hatch
Commencement Date means the date indicated at the top of this agreement
Confidential Information means information in whatever form (including, without limitation, in written or oral, and wherever located) relating to the business, products, affairs and finances of the disclosing party and trade secrets including, without limitation, technical data and know-how relating to the business of the disclosing party or any of its suppliers, clients, customers, agents, or distributors, whether or not such information (if in anything other than oral form) is marked confidential;
Consumer Terms and Conditions means the agreement between Us and Hatch Clients, found at hatchplan.co.uk/termsandconditions
Financial Coach means a Hatch employee who we have authorised to provide financial guidance to Hatch Clients
Address is Your registered address, or any other address You choose where a Financial Coach can meet 10 employees, each having requested our services, in one day.
Hatch Client or Client means an employee who has agreed to our Consumer Terms and Conditions used our services.
Unless and the context otherwise requires, words in the singular include the plural and vice versa, references to any gender shall include the other gender, references to a person includes bodies corporate and to unincorporated bodies or persons, and references to a party or parties shall be to a party or parties to this Agreement.
Headings are for ease of reference only and are not intended to form part, or to affect the meaning or interpretation, of any of the provisions of this Agreement.