General Terms and Conditions for using the ReBenefit platform

1. DEFINITIONS
The words and expressions in the ReBenefit SERVICE CONTRACT and in these General Terms and Conditions for using the ReBenefit platform will have the following meaning, unless the context requires a different interpretation:

1.1. “Client” means the Party, designated as Party of the First Part to the ReBenefit SERVICE CONTRACT;

1.2. “REBENEFIT” means the Party, designated as Party of the Second Part to the ReBenefit SERVICE CONTRACT;

1.3. “Remuneration” within the meaning of this ReBenefit SERVICE CONTRACT is any payment due by the Client to REBENEFIT against products and services agreed in Annex 1., requested in the platform or additionally requested by the Client and delivered by REBENEFIT;

1.4. “Effective Date” means the date of the SERVICE CONTRACT; 

1.5. “ReBenefit SERVICE CONTRACT” means a contract concluded between the Parties for services together with all documents attached to it, as well as those drawn up in compliance with the terms of this ReBenefit SERVICE CONTRACT;

1.6. “Additional Services” means any services that the Client assigns to REBENEFIT during the Term in addition to the Services defined in the ReBenefit SERVICE CONTRACT and which are subject to additional agreement between the Parties;

1.7. “Additional remuneration” means the remuneration due to REBENEFIT according to Art. 5 in connection with the Additional Services;

1.8. “Service Provider” means a third legal entity, providing services or products, with which REBENEFIT or the Client has a contractual relationship for the supply of services or products;  

1.9. “Requirements” means the relevant specifications, the terms and conditions of the Provider of specific Services, including those regarding the type, scope, duration of the provision of the Services, as well as the current changes in them, agreed with additional agreements to this ReBenefit SERVICE CONTRACT under Art. 5.1;

1.10 “Individual Users” means natural persons, registered employees of the Client, who are granted access to the Platform based on the Service Contract between ReBenefit and the Client.

1.11 “Platform” means the REBENEFIT information system for management and administration of plan elections;

1.12. “Plans” are products and services ordered and purchased by the Client, which then REBENEFIT orders from and pays to service providers, as well as such products and services, which the Client has purchased from service providers, for which REBENEFIT pays on behalf and at the expense of the Client;

1.13 “Term” means the period when the ReBenefit SERVICE CONTRACT is active, which starts from the Effective Date and ends after the expiration of the agreed period or sooner in case of early termination of this ReBenefit SERVICE CONTRACT;

1.14. “Services” means the activities, described in the Platform, and in particular the Services under the ReBenefit SERVICE CONTRACT are: 

Re:Club
The platform provides access to individual users who do not have a specific budget provided by their employer to use the platform and take advantage of discounts/preferential conditions for various venues, goods, services, and more.

Re:Sport
The platform provides access for individual users to choose between sports cards or other plans in the “Sports” category. Based on the employer`s choice, the funding can be fully or partially covered by the employer or the employees.

Re:Choice
Providing access to a benefits management platform. The platform allows every registered employee of the Client to view the plans offered by the employer, request new ones, modify existing ones, and terminate the use of previously requested plans. The Client independently selects and enters into direct agreements with Service Providers, administers, requests, and pays for plans from these Service Providers based on monthly reports provided by the ReBenefit system. The Platform provides access to the Administrative Person of the Client to choose which plans and under what conditions to offer to the employees.

Re:Benefit Full Service:

(i) Management of plans: In addition to the services listed above, REBENEFIT provides access to a plan management platform. The platform allows every registered employee of the Client to review the offered plans, request new ones, modify existing ones, and terminate the use of previously requested plans. The platform also grants access to the Administrative Person of the Client to choose which plans to offer to employees and under what conditions. 

(ii) 1.15 “ReBenefit Plans”: Acquisition, management, administration, reporting of Plans provided by REBENEFIT through Service Providers to the Client and its employees through the Platform. The price and conditions for using ReBenefit Plans through the system are described in the Platform, and in the future the inclusion of additional plans, termination or modification of the terms and conditions for use will be done entirely through the Platform and the actions of the Administration Person assigned by the Client will have the force of an official written request within the meaning of the ReBenefit SERVICE CONTRACT.

(iii) 1.16 “Direct Plans”: Management, administration, reporting of Plans, which the Client has purchased/contracted from third party service providers and provides to its employees through the Platform. In this case REBENEFIT performs the function of a trustee for the purpose of making payments to the service provider of these plans.

2. INTERPRETATION

2.1 The Annexes are considered an integral part of the ReBenefit SERVICE CONTRACT.

2.2. The definitions relating to a particular grammatical gender in the text refer to all relevant grammatical forms; the singular in the text refers to the plural – and vice versa.

2.3. References in these General Terms and Conditions and the ReBenefit SERVICE CONTRACT to any clauses, annexes or titles without further definition shall be construed as references to clauses, annexes or titles in these General Terms and Conditions and the ReBenefit SERVICE CONTRACT as they are indicated (numbered).

2.4. The titles of a clauses, articles and annexes are for ease of reference only and should not be taken into account in interpreting these General Terms and Conditions and the ReBenefit SERVICE CONTRACT or its individual clauses, articles and annexes.

2.5. The term “Parties” or “Party” means the Client or REBENEFIT depending on the context. 

2.6. The reference to an action of a Party includes the action of any person who represents it or is part of the team of the respective Party, such as, but not limited to an employee, proxy, subcontractor.

2.7. Any discrepancies between the individual documents that are part of these General Terms and Conditions and the ReBenefit SERVICE CONTRACT shall be interpreted in accordance with their priority as follows:

(i) ReBenefit SERVICE CONTRACT;
(ii) General Terms and Conditions;
(iii) Annexes.

3. RIGHTS AND OBLIGATIONS OF REBENEFIT

3.1. REBENEFIT undertakes to ensure the provision of the Services described in the ReBenefit SERVICE CONTRACT for the Term of the ReBenefit SERVICE CONTRACT.  ReBenefit Plans and Direct Plans are delivered and performed entirely by third party service providers and REBENEFIT is solely responsible for requesting and refusing delivery of the specific service.

3.2. REBENEFIT guarantees that when providing access to the Platform during the specified Term of the ReBenefit SERVICE CONTRACT, it will invest the necessary professionalism and care in order to implement the accurate and quality performance of the activities in providing the Services.

3.3. REBENEFIT guarantees that when providing ReBenefit Plans and Direct Plans during the set Term, it will invest the necessary professionalism and care in order to provide correct and timely information in order to facilitate the quality provision of the Services by the specific Service Provider.

3.4. During the Term, REBENEFIT is obliged to comply with the instructions of the Client, insofar as they do not change the subject of the ReBenefit SERVICE CONTRACT and/or do not interfere with its operational activities.

3.5. REBENEFIT has no obligation to perform actions or to enter into contractual or other relations with third parties on behalf and at the expense of the Client, other than those for which it is expressly authorized in the ReBenefit SERVICE CONTRACT, or in writing in accordance with the procedure provided for in the ReBenefit SERVICE CONTRACT.

4. RIGHTS AND OBLIGATIONS OF THE CLIENT

4.1. In the process of performing the Services and the Additional Services, the Client will provide REBENEFIT with timely assistance, including but not limited to providing any necessary data/information that the Client has or that can be obtained/received only by him.

4.2. The Client gives consent to REBENEFIT for the free use of the logo and the corporate name of the Client solely for the purposes of providing references and marketing.

4.3. The Client agrees to provide REBENEFIT with free access to its own office, employees, systems and information necessary for the provision of the Services.

4.4. The Client agrees to comply with the terms and conditions of each service, as well as those of the REBENEFIT Platform, and agrees that its compliance is a prerequisite for the proper provision of the Services.

4.5. In order to provide the Services, the scope of which includes representation before third parties, the Client agrees to issue the necessary powers of attorney for this purpose to REBENEFIT.

4.6. For REBENEFIT Plans, the Client is obliged to accept the respective general conditions, rules or other similar requirements, specifications, etc., relevant to the respective Plan before or simultaneously with the Change.

4.7. In the event that Plans provided by REBENEFIT or managed by REBENEFIT require a price to be paid personally by an employee of the Client, its payment is made by the Client in favor of REBENEFIT as part of the Remuneration. The relations between the Client and its employees are settled on the basis of the respective contracts between them and do not affect the payment of the Remuneration under the ReBenefit SERVICE CONTRACT.

5. REMUNERATION AND PAYMENT

5.1. To avoid any doubt, the price of the Direct Plans purchased by the Client from third party service providers shall be determined and settled by the Client based on the Client’s contract with the respective service provider and shall be paid directly to the respective service provider or through REBENEFIT in accordance with the terms and conditions of the ReBenefit SERVICE CONTRACT. 

5.2. The Client may at any time assign to REBENEFIT, in writing or through the Platform, the provision of Additional Services. In this case, REBENEFIT is not obliged to provide any such services, unless and until an additional agreement is concluded between the Parties in writing or the Change is accepted by REBENEFIT in the Platform. In each case, the Parties shall agree on the scope and level of the Additional Services, as well as the Additional Remuneration that is due for them.

5.3. Unless otherwise agreed in the Additional Agreement under the previous article, the Additional Remuneration will be invoiced and paid under the terms and conditions of the ReBenefit SERVICE CONTRACT.

5.4. To avoid any doubt, REBENEFIT shall not be liable for damages, including, but not limited to lost profits, loss of data and/or claims of third parties in case of non-payment of the value of the benefits and associated costs by the Client.

5.5. In case the Client does not fulfill its obligation to pay in time any amount due, REBENEFIT has the right to suspend the work until the full receipt of the invoiced amounts.

5.6. In case the Client fails to fulfill its obligation to pay in time any due invoiced amount under the ReBenefit SERVICE CONTRACT, at the respective maturity REBENEFIT charges 1% monthly interest on the amounts due on the invoice and the debit note for a delay between 1 and 25 calendar days, and an additional 1% for the start of each next month of delay of payment. The additional monthly interest will be added to the following month’s invoice, with the next date for receipt of the amount due from the Client. 

5.7. In case the Client  does not fulfill its payment obligations according to the terms of the Contract, REBENEFIT is within its rights to terminate this Contract with one week`s notice.

5.8. In its role of trustee for making payments to service providers of Direct Plans, REBENEFIT pays the amounts received to the service providers of Direct Plans no later than the 5^th working day after receipt of the payment by the Client.

6. LIABILITY

6.1. REBENEFIT is not liable for damages, including, but not limited to lost profits, data loss, claims from third parties, as well as in cases where the Client has not fulfilled its obligations to provide information, data and access to assets in accordance with the ReBenefit SERVICE CONTRACT.

6.2. REBENEFIT is not liable under the ReBenefit SERVICE CONTRACT for damages that are not a direct and immediate consequence of breach of Contract, such as damage to reputation, loss of claim or indirect damages, such as loss of profit, loss of revenue and any indirect harm.

6.3. The Client is obliged to indemnify REBENEFIT for all costs incurred in connection with the claims of third parties or sanctions imposed by the competent authorities as a result of contractual non-performance by the Client.

6.4. REBENEFIT provides access to and payment for each Rebenefit Plan, but is not responsible for the quality and manner of delivery of the plan/service itself. The services and products forming each Rebenefit Plan are provided by the specific service provider of the plan with the resulting rights and obligations of the service provider.

6.5. REBENEFIT does not owe any indemnity for direct and/or indirect losses and/or lost profits in case it suspends the work until the full receipt of the invoiced amounts as described in the ReBenefit SERVICE CONTRACT.

7. PROTECTION OF PERSONAL DATA

7.1 For the period of validity of the ReBenefit SERVICE CONTRACT, each of the Parties may provide the other with access to the personal data of its employees, clients or third parties only in connection with the fulfillment of the obligations under this Contract and in full compliance with the Personal Data Protection Act (PDPA). The Parties agree that in the process of collection, use, storage, disposal, destruction of data, they will observe the following:

7.1.1. Any personal data is confidential information in accordance with the term used in the ReBenefit SERVICE CONTRACT, and the Receiving Party is not entitled to disclose it;

7.1.2. Each of the Parties is obliged to use the information provided by the other Party only for the purposes of the ReBenefit SERVICE CONTRACT;

7.1.3. Neither Party shall provide, disclose or show to third parties any information provided by the other Party in connection with the performance of its obligations under the ReBenefit SERVICE CONTRACT, unless expressly requested to by a competent authority, in which cases the counterparty to the ReBenefit SERVICE CONTRACT shall be informed in a timely manner.

7.1.4. Each of the Parties shall promptly delete, without the possibility of recovery, any personal data provided for processing by the other Party by the 5^th day of the month following the month in which the grounds for their storage have ceased to exist.

7.1.5. Each of the Parties is obliged to establish and maintain an appropriate legal and factual organization in order to ensure compliance with the PDPA in relation to personal data provided by the other Party.

7.1.6. Pursuant to the ReBenefit SERVICE CONTRACT, the Parties have the status of a “personal data controller” within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC – General Data Protection Regulation (General Regulation). The Parties process the personal data necessary for the implementation of the ReBenefit SERVICE CONTRACT, in accordance with the requirements of the General Data Protection Regulation.

7.1.7. The Parties shall provide personal data of their counterparties, employees and staff, hereinafter referred to as “data subjects”.

1. The Parties shall provide the following categories of personal data:

                           First, Middle and Last names; PIN; address, business email; personal email; telephone number; others(in the course of the ReBenefit SERVICE CONTRACT, depending on the requirements of the service providers, it may be necessary to provide additional data, of which all Parties will be informed in advance and whose consent will be required).

7.1.9. The purpose of the processing of the above personal data is to ensure the implementation of the ReBenefit SERVICE CONTRACT.

7.1.10. The parties undertake not to use personal data for any purpose other than that specified in Art. 7.1.9.

7.1.11. The period of processing or storage may not be longer than necessary or legally specified.

7.1.12. The Parties shall guarantee that they have taken all appropriate technical and organizational measures to adequately protect personal data in accordance with the requirements of the General Regulation, taking into account the technology, implementation costs and nature, scope, context and purposes of processing, as well as the various risks for the rights and freedoms of the individuals. Technical and organizational measures are measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, especially when processing involves the transmission of data over a network, as well as against all other illegal forms of processing. The technical and organizational measures taken should ensure the confidentiality, integrity, availability and resilience of the systems and services related to the processing of personal data, including where applicable through pseudonymisation and encryption of personal data.

7.1.13. The Parties:

(i) Guarantee that the persons authorized by them to process personal data in connection with the implementation of the ReBenefit SERVICE CONTRACT are properly trained and committed to confidentiality, or are obliged to comply with all requirements for personal data protection;

(ii) Prepare and maintain the registers of all categories of activities required by the General Regulation.

(iii) At the request of one of the Parties, delete or return to the other Party all personal data after termination of the ReBenefit SERVICE CONTRACT and delete the existing copies, unless EU law or Bulgarian law requires for them to be stored;

(iv) Provide access to all information necessary to prove the fulfillment of their obligations;

(v) Have no right to assign the processing of personal data to another processor of personal data without the express written consent of the other Party under the ReBenefit SERVICE CONTRACT;

(vi) Assist in the communication with competent authorities and data subjects.

7.1.14. The parties are liable for damages arising from the processing of personal data due to culpable failure to fulfill the obligations provided for in the ReBenefit SERVICE CONTRACT or the General Regulation.

7.1.15. The Parties are solely responsible for the processing of personal data within the meaning of the General Regulation.

7.1.16. In case of non-fulfillment of the obligations of one of the Parties, as well as in case of violations of the General Data Protection Regulation, each of the Parties has the right to notify the Commission for Personal Data Protection of the committed violation.

7.1.17. In the event of a leak of personal data, or other breach of data security under the General Data Protection Regulation, each Party must notify the other Party without delay. In connection with the latter, the Parties undertake to provide complete and accurate information. The Parties undertake to cooperate with the relevant competent authorities and/or data subjects.

8. DISPUTE RESOLUTION AND APPLICABLE LAW

8.1. In the event of a dispute and disagreement between the Parties, arising under these General Terms and Conditions or the ReBenefit SERVICE CONTRACT, or in connection with its implementation, both Parties shall endeavor to reach an out-of-court settlement of the dispute. In the event of a claim by one of the Parties, representatives of the Parties shall meet at least once and shall endeavor to resolve the dispute in good faith.

8.2. In case the Parties do not reach an agreement within 30 days of the first negotiations, the dispute will be finally referred to the competent court.

8.3. The current Bulgarian legislation shall apply to all issues not settled in these General Terms and Conditions or the ReBenefit SERVICE CONTRACT.

9. CONFIDENTIALITY

9.1. For the purposes of the ReBenefit SERVICE CONTRACT, confidential information includes any information provided by one Party to the other in connection with the disclosure of the Party and its affiliates, subsidiaries, etc. (“Confidential Information”).

9.2. The Receiving Party is obliged to treat any confidential information in the strictest confidentiality in its capacity as a trustee. The Receiving Party shall not sell, transmit, publish, provide or disclose in any way or form any information considered confidential or parts thereof to third parties without the express written permission of the Providing Party.

9.3. Any breach of the confidentiality clause will cause significant harm to the Party providing it and will give it the right to address the competent court to protect its legal interest.