Terms and Conditions of Agreement
By offering a Sodexo Motivation Solutions UK Ltd childcare voucher scheme to Your Employees, You agree to comply with the following Terms and Conditions of Agreement.
"Agreement" means these Terms and Conditions together with the completed Form.
"Client","You" and "Your" means the employer named on the Form entering into this Agreement in order to provide its Employees with Vouchers.
"Employee" means an employee of the Client.
"Form" means the Sodexo ClientService Agreement registration form.
"Qualifying ChildcareProvider(s)" means a child care provider affiliated with theScheme, as recognised by Sodexo Motivation Solutions UK Ltd from time to time.
"Salary SacrificeAgreement" means agreement between the Client and an Employee asset out in the Employee’s contract of employment, and in accordance with the terms of clauses 23 and 24 below, permitting gross salary reductions to the Employee’s wages.
"Scheduled Dispatch Date" means the date specified by the Client on an order for:
(a) credit, in the case of e-Vouchers; or
(b) dispatch, in the case of paper Vouchers; which must be at least three working days after the date of the order.
"Scheme" means the Sodexo salary sacrifice childcare voucher scheme.
"Scheme Co-ordinator" means theClient's representative(s) responsible for administering the Scheme on behalf of the Client.
"Scheme Member" means an Employee who has:
(i) signed up to the Scheme with Sodexo MotivationSolutions UK Ltd; and (ii) entered into a Salary Sacrifice Agreement.
"Vouchers" means the childcare Vouchers issued to a Scheme Member, either in Electronic or Paper form.
"We","Us" and "Our" means Sodexo MotivationSolutions UK Ltd.
In this agreement, including these terms and conditions, Sodexo Motivation Solutions UK Ltd (trading under SodexoBenefits and Rewards Services) is referred to as "Sodexo". These terms and conditions in this Introduction and document (as applicable) together with registration form in Sodexo’s standard form from time to time, which has been completed by the Client and accepted by Sodexo (the "Form") and any documents referred to in these terms and conditions (which shall be deemed incorporated by reference) set out the entire agreement ("Agreement") between Sodexo and the Client to the exclusion of all other terms. No additions to or variations of this Agreement shall have effect unless expressly agreed in writing by Sodexo. Only Sodexo and the Client (and not the Client's employees) may enforce this Agreement. This Agreement will come into force on the date of counter signature by Sodexo of the Form. Either party may terminate this Agreement immediately if the other becomes insolvent or suffers or undergoes any event as a result of inability to pay its debts as they fall due commits a material breach of this Agreement (including late payment) which in the case of any breach capable of remedy is not remedied within thirty (30)days of notice requiring such remedy. Otherwise, either party wishing to terminate this Agreement must give at least ninety (90) days’ notice in writing to expire at any time on or after the first anniversary of the commencement date of this Agreement. Sodexo Motivation Solutions UK Ltd will still honour the redemption of e-vouchers and paper vouchers with the employee even after termination of contract with the Client. The Client may not assign, transfer, charge or deal in any way with its obligations under this Agreement. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If a provision of this Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. This Agreement shall be governed and construed in accordance with English law and the English courts shall have exclusive jurisdiction to determine any disputes which may arise out of, under or in connection with this Agreement. Sodexo shall be entitled to change the terms of this Agreement by issuing an Amendment Notice, without Clients consent. Where practicable, Sodexo shall provide Clients with advance notice of such changes. If advance notice cannot be provided, Sodexo shall advise Clients of the change as soon as practicable after it has been made. Sodexo shall not be liable to Client and/or Customer for any claims as a consequence of such changes.
About the Scheme
Sodexo will provide the childcare voucher service on the terms of this Agreement. The childcare voucher service works as follows: Sodexo will issue (and send by Royal Mail) paper vouchers to the employees of the Client who have signed up to Sodexo's scheme and entered into a Salary Sacrifice Agreement in accordance with clauses 2 and 3 below. Alternatively, employees can set up an account with Sodexo and e-vouchers will be credited to the employees' accounts as instructed by the Client. Each paper voucher will have a unique reference number and will bear the employee's name. Paper vouchers are spent by the employee giving them to the childcare provider.E-vouchers are credited to an employee's online account and may be spent by the employee accessing his/her internet account and arranging payment to the childcare provider. Sodexo can be contacted to do this on behalf of an employee in cases where the employee's internet access is unavailable for any reason. The vouchers are printed or credited to the employee's account in batches and have an expiry date of up to 30 months from the date of posting or credit. Each voucher will expire on its expiry date and cannot be used after that expiry date. However, expired vouchers may be simply replaced, on request by the parent to Sodexo by emailing the Customer Care team.The employee can use the vouchers in payment to any childcare provider which is (are) affiliated to the Childcare voucher scheme. Sodexo then redeems the vouchers from the childcare provider. Sodexo requests that childcare providers provide (where applicable) a regulatory body certificate (as at the date of their application for affiliation) but does not make any further checks on the childcare provider. The affiliation of any childcare provider to the Childcare voucher scheme does not mean that Sodexo in any way recommends the childcare provider The Client must inform employees that it is entirely their responsibility to select an appropriate childcare provider. Sodexo will not under any circumstances be liable for any acts or omissions of the childcare providers.
The Client will provide Sodexo with complete and accurate information (including payroll timing information) in order to enable Sodexo to provide the childcare voucher service. Data must be provided by the Client using the file format provided by Sodexo. The Client warrants that it has obtained all necessary consents and permissions in order to provide the Data to Sodexo. All payroll information or other personal data disclosed by the Client or its employees ("the Data") will be treated as confidential by Sodexo subject to the following provisions. Both the Client and Sodexo will comply with their respective obligations under the Data Protection Act 1998. Sodexo will use the Data for the purpose of providing the vouchers to the employee in accordance with, and for the purposes of performing its obligations under this Agreement and for providing the employees with information about its other products and services if employees have opted to receive such information. Sodexo may also disclose Data to third parties for the foregoing purposes. In addition, Sodexo may disclose the Client's name to third parties and identify the Client as being a client of Sodexo for the purposes of developing the business of Sodexo, in all cases unless the Client notifies Sodexo that it does not want to be identified in this way. Sodexo shall maintain, throughout the term of this Agreement, appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, loss, damage or disclosure of Data and adequate security programmes and procedures to ensure that unauthorised persons do not have access to any equipment used to process Data. The Client warrants that it shall supply all Data (including delivery addresses for employees) to Sodexo in a complete and accurate manner, and that it shall promptly notify Sodexo in writing of any updates necessary to maintain the completeness and accuracy of such Data. Sodexo shall not in any way be held liable as a result of failure of the Client to supply it with Data in compliance with this Agreement. The Client shall permit Sodexo or its representatives to conduct audits to verify the accuracy of information provided to it and the Client shall provide such information, assistance and support as requested by Sodexo for the purposes of enabling Sodexo to perform its obligations or exercise its rights under this Agreement.
Time Scales and Payment
Orders for vouchers must be received at least 5 working days (i.e. days other than weekends and public holidays in the United Kingdom) before the scheduled date for delivery in order to guarantee as far as reasonably practicable that the vouchers will be posted to the Client's employees on time. Invoices for the face value of the vouchers and for the management fee (plus VAT where VAT is payable in respect of the whole or part of the sum invoiced) will usually be posted or e-mailed to the Client's specified contact(s) within 2 working days of receipt of the relevant order. The Client acknowledges and agrees that the management fee will vary depending on the face value of vouchers ordered. The Client shall be invoiced for the management fee and for the number of vouchers ordered, calculated by reference to the face value of vouchers notified to the Client by Sodexo in writing. The management fee and the face value per vouchers shall in each case be as stated in Sodexo's written notification. Sodexo shall invoice the Client monthly for the face value of vouchers ordered and the applicable management fee.
The Client shall ensure that (a) payment (in cleared funds) for the face value of the vouchers is received by Sodexo Motivation Solutions UK Ltd on or before the scheduled dispatch named delivery day, and that (b) payment (in cleared funds) for the management fee must be received by Sodexo no later than 14 days after the invoice date. Any vouchers that are subsequently cancelled at the Client's request for any reason are subject to the full Management Fee, which the Client shall at all times remain liable to pay in full to Sodexo. Sodexo reserves the right to charge interest at 2% above Bank of England base rate (from time to time) on all late payments. Late payment may also result in suspension of credit facilities and the withholding of future deliveries.
If any vouchers are not received within 5 working days of the agreed delivery date, the Client or Client's employee must notify Sodexo as soon as practicable and confirm by email or telephone. Sodexo will promptly cancel any vouchers notified to it as not delivered and will notify the childcare provider(s) nominated by the relevant employee(s) not to accept those vouchers. Replacement vouchers will then be posted or credited, as appropriate to the employee(s) as soon as possible. It is the Client's responsibility to ensure that employees inform it of any non-delivered vouchers and to notify Sodexo. Sodexo will not accept liability for (or replace) any non-delivery or short delivery unless notified to it as provided in this clause.
Requests for changes to the service delivery details outlined in the registration form, or to the employees' addresses and other delivery information must be made in writing. Any changes or amendments may result in late delivery of vouchers if not received 7 working days before the scheduled delivery date. Sodexo reserves the right to charge an administration fee of £250 for any order requiring reprinting or reprocessing due to any persistent error or omission by the Client.
Ownership of the vouchers will remain with Sodexo until the vouchers and related management fee are paid for in full. Sodexo will take reasonable care to ensure that employees receive their vouchers on or around the agreed delivery date. Vouchers will be despatched to the delivery addresses as stipulated by the Client. Risk of loss or damage to the vouchers will remain with Sodexo until delivery at which point the liability and risk passes to the recipient.
Sodexo warrants that it shall use reasonable care and skill in providing the vouchers pursuant to this Agreement. However, delivery and timescales in this agreement are estimates only. The Client acknowledges that Sodexo is reliant on the Client for the provision of accurate information, on which the management fee is calculated. The Client acknowledges that without prejudice to Sodexo's other rights or remedies under this Agreement in the event that the management fee has been calculated on the basis of inaccurate information provided by the Client, this shall be a material breach and Sodexo shall be entitled at its sole option either to terminate this Agreement in accordance with clause 3 or to increase the management fee by a reasonable amount in accordance with its standard pricing arrangements.
Subject to clause 18, (a) Sodexo shall not be liable for loss of profits, loss of data, loss of goodwill or reputation (in each case whether direct or indirect) or for any special, indirect or consequential losses pursuant to this Agreement or arising in relation to performance or non-performance of this Agreement, whether such losses or liabilities arise in contract, negligence or other tort, or otherwise howsoever; and (b) Sodexo's maximum liability pursuant to this Agreement or arising in relation to performance or non-performance of this Agreement shall not exceed the total amount payable by the Client under the Agreement.
Nothing in this Agreement shall exclude or limit the liability of either party for death or personal injury caused by its negligence, for fraudulent misrepresentations or for any other liability which it is not legally permissible to exclude or limit.
Force Majeure/Legislative and Regulatory Changes
Neither party will be liable for any breach of these terms and conditions where caused by circumstances beyond their reasonable control including without limitation fire, flood, earthquake or other natural disaster: war, threat of or preparation for war, imposition of sanctions or similar actions; terrorist attack, civil war, civil commotion or riots; nuclear, chemical or biological contamination or sonic boom; voluntary or mandatory compliance with any law (including a failure to grant any licence of consent needed or any change in the law or interpretation of the law); failure or unavailability of postal services, telecommunications services or power; and any labour dispute, including but not limited to strikes, industrial action or lockouts.
If any law applicable to the products and services to be provided under this Agreement changes, or is repealed or amended in any way which materially affects the basis on which Sodexo offers the products and services under this Agreement to the Client (a "Regulatory Change"), Sodexo reserves the right to terminate the Agreement (or any part of it affected by such Regulatory Change) by providing written notice to the Client. In the event of any such Regulatory Change, Sodexo also has the right to modify the charges for its products and services by giving written notice to the Client. Sodexo shall use reasonable endeavours to ensure that it provides the Client with at least 30 days’ written notice of any such changes ("Change Notification"), though the Client acknowledges that in some circumstances it may not be practicable to provide as much notice. The Client shall be deemed to have accepted such modified charges unless it notifies Sodexo within 21 days of receipt of Change Notification that the modifications are not accepted, in which case either party shall have the right to terminate the Agreement with immediate effect.
The Client permits Sodexo to attend its offices and/or take such other steps as Sodexo considers appropriate to promote the childcare voucher service and similar goods and services provided by Sodexo to the Client's employees on 4 separate occasions as mutually agreed by the parties (both acting reasonably) during each twelve-month period of this Agreement. The Client shall provide such assistance and support (including the provision of facilities and appropriate notifications to encourage relevant staff to attend) for the foregoing purposes.
The Client acknowledges and agrees that it is at all times solely responsible for its relationship with its employees. It shall ensure that its contract with its employees includes wording substantially in the form of the Salary Sacrifice agreement provided by Sodexo to the Client from time to time, or in any event such wording which provides, as a minimum, the level of protection for Sodexo contained in such form of Salary Sacrifice Agreement. The Client shall indemnify and hold harmless Sodexo and its servants and agents from and against any claims made by any of its current or former employees in relation to services provided by Sodexo, except to the extent that any such claim arises due to breach of this Agreement by Sodexo.
The Client acknowledges the following, and shall ensure that terms to the effect of clause (a) and (b) below are incorporated into its employees' Salary Sacrifice Agreement: (a) If an employee takes childcare vouchers when their Statutory Maternity Pay (SMP) or Statutory Adoption Pay (SAP) is being calculated then their SMP/SAP may be affected. The employee may choose to come off the scheme during the period in which their SMP/SAP is being calculated and then re-join the scheme afterwards. If they are taking childcare vouchers at the point at which they go on maternity/adoption leave and are in receipt of contractual maternity/adoption pay, then their salary sacrifice can continue (at the same level) until they revert to SMP/SAP. (b) Where an employee is receiving SMP/SAP and is not eligible for contractual maternity/ adoption pay, the company can choose to continue to provide childcare vouchers until the end of additional maternity/adoption leave (AML/AAL) - up to 52 weeks.