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Terms and Conditions

Terms and Conditions

 

I. Scope of Terms and Conditions

 

1. These Terms and Conditions (hereinafter referred to as "Terms and Conditions") apply to the access and use of the Benme platform (hereinafter referred to as “Benme” or “our” or “we”) available via the webpage https://benme.io/ and/or https://app.benme.io and Benme mobile application (if and when released) (hereinafter referred to as “Website”). These Terms and Conditions constitute an agreement between the customer (hereinafter referred to as “You” or “Your” or “Customer”) and Benme and govern Your access to and use of the Website and services provided by Benme (hereinafter referred to as “Services”) and is an agreement between Benme and You or the entity You represent. It will be assumed that You have read all of these Terms and Conditions and agree with them unconditionally before You apply for any Services from Benme.

2. Please read these Terms and Conditions carefully before using the Website or Services. By using the Website and clicking a button or checkbox to accept the Services (hereinafter referred to as “Effective Date”), You:

2.1. Accept and agree to these Terms and Conditions and

2.2. Consent to the collection, use, disclosure, and another handling of information as described in our Privacy Policy.

3. If You do not agree to the Terms and Conditions, then You may not access the Website or use the Services. It is clearly understood that these Terms and Conditions apply to Customer and their employees, whether in the Account owner or Employee category, as described below.

4. Benme may, in its sole discretion, refuse to allow you to use Services or limit the number of accounts that a single user may establish and maintain or terminate an Account at any time for whatever reason by providing you a written notice 14 days in advance or Benme can immediately terminate an Account if the Terms and conditions are breached materially in sole opinion of Benme.

5. Depending on your country of residence, you may not be able to use all the Services. It is your responsibility to follow those rules and laws in your country of residence and or/country from which you access Website and Services. Website or Services are not intended for use by children under the age of 18.

 

II. Interpretation and definitions

 

6. In these Terms and Conditions and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:

6.1. “Account” means contractual arrangement wherein you have accepted our Terms and Conditions and Privacy policy, provided the necessary information, and have received approval to use Services.

6.2. “Associates” means Benme and each and every one of its respective shareholders, subsidiaries, employees, contractors, agents, directors, officers, partners, affiliates, insurers, and attorneys;

6.3. “AML” means anti-money laundering rules applied by us and all laws applicable to Services.

6.4. “Benme” means a web-based platform, which goal is employee benefits management and procurement, which is operated by Benme, UAB (company code: 305709325; address: Aukštaičių str. 6-205, LT-11341 Vilnius Lithuania) and provided to Customers as a Software-as-a-Service.

6.5. “Benme Marks” has the meaning set out in paragraph XII of these Terms and Conditions;

6.6. “Benefit store” means the Service offered by Benme, using which Employees can purchase benefits provided in the Benme marketplace.

6.7. “Benefit price” means the price stated in the Benefit store.

6.8. “Budget” means an amount of money that is allocated from the Customer’s budget by the Account owner to Employee and can spend by Employee in Benefit store.

6.9. “Customer”, "you" or "your" means a company that uses Benme Services. Depending on the role of your personnel visit, they may fall into the following categories:

6.9.1. “Account owner” is a type of visitor, who has administrator power of the Customer’s Account and can open or close Customer’s Account, manage Customer’s Employees and budgets and use any other functionality on Benme;

6.9.2. “Employee” is an individual that is added by Account owner to Customer’s Account on Benme and allowed to use Services (scope of which is decided by Account owner) provided on Website.

6.10. “Losses” has the meaning set out in paragraph X of these Terms and Conditions;

6.11. “Purchase” means the acquisition of a benefit by an Employee from Benefit store.

6.12.“Supplier” means a legal or natural person, who is offering benefits in the Benefit store.

6.13. “Prohibited Jurisdictions” means any country subject to United Nations, United States of America or European Union sanctions, or any country where Services cannot be offered legally;

6.14. “Prohibited Use” has the meaning set out in paragraph XI of these Terms and Conditions and Conditions;

6.15. “Service” means any of the services, functions, or features offered on the Website;

6.16.“Website” means the Internet website https://benme.io/ and/or https://app.benme.io;

6.17.“Terms and Conditions” means these terms and conditions, as they may be changed, amended, or updated from time to time.

6.18. “Benme services” means services procured while using Benme app, website or any other form to buy, receive or be reimbursed for HR approved benefits and facilitated by Benme.

6.19. “Debt statement act” means invoice like act in which difference between funds deposited and funds spent is not equal and customer request such funds to be refunded back at the time of Benme services cancellation.

6.20. “Pro-forma invoice” means invoice generated after requesting exact amount to supplement customers funds vault. Funds must be transferred to Benme bank account before Employees can access Benme services. Pro-forma invoice is not final nor binding invoice and can be revoked per refund request. Pro-forma invoice shall work as good faith guarantee between customer and Benme, for purchase of services and goods in the future. This invoice can not be used to attain a receipt or for a reclamation of sales tax like VAT.

6.21. “Customer funds vault” means bank account where deposited client funds will be stored and accessed only by Benme to complete purchases of goods and services, provided in Benefit store. Under no circumstances provided funds will be used for any unspecified reason.

7. The headings and subheadings in these Terms and Conditions are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.

8. Unless otherwise specified in these Terms and Conditions, words importing the singular include the plural and vice versa, and words importing gender include all genders.

 

III. Acceptance and changes to Terms and Conditions

 

9. Any and all clauses, conditions, licenses, limitations, and obligations contained within and on the Website are incorporated into these Terms and Conditions by reference, including, without limiting the generality of the foregoing, the following Website policies and pages: Privacy Policy, Price list, and any other documents that might be announced in the Website. In the event of any inconsistency between these Terms and Conditions and any other pages or policies on the Website Terms and Conditions shall prevail.

10. By visiting the Website or by using any of the Services or any associated websites, APIs, you acknowledge that you have read, understand, and completely agree to these Terms and Conditions in effect from time to time. If you disagree with these Terms and Conditions or with any subsequent amendments, changes, or updates, you may not use any of the Services; your only recourse in the case of disagreement is to stop using all of the Services by providing a written notice 14 days beforehand and pay for any outstanding debts.

11. These Terms and Conditions may be amended, changed, or updated by Benme at any time and without prior notice to you. You should check back often to confirm that your copy and understanding of these Terms and Conditions are current and correct. Your non-termination or continued use of any Services after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms and Conditions, as modified by such amendments, changes, or updates. 

 

IV. Creating and using an Account

 

12. You will need to set up an Account in order to use any of the Services.

13. You may not use a third party’s Account without permission.

14. When you are setting up your Account, you must give us accurate and complete information. This means that you cannot set up an Account using a name or contact information that does not apply to you, and you must provide accurate and current information on all registration forms that are part of the Website.

15. You may only set up one Account.

16. You have complete responsibility for your Account and everything that happens on your Account. Any decision and/or actions made from your Account will be considered valid and done with proper authority. This means you need to be careful with your password or choices made on the Website, Benefit store, or any of the Services.

17. If you find out that someone is using your Account without your permission, you must let us know immediately. You may not transfer your account to someone else.

18. We are not liable for any damages or losses caused by someone using your Account without your permission. However, if we (or anyone else) suffer any damage due to the unauthorized use of your Account, you may be liable.

 

V. Provision of Services

 

19. Benme provides a possibility for Employees to choose whatever benefits they want from the Benefit store, depending on the budget allocated to each Employee by Account owner.

20. Each Supplier sets his own prices, rules, and conditions regarding the provision of his services to the Customer.

21. In order to start using Services Customer might be asked by Benme to make an initial payment of 0,01 Eur, which will be used to verify Customer’s bank account and transferred back to the Customer.

22. Customer must transfer sufficient funds to Benme based on the budget Account owner wants to distribute to Employees under his control. Only after necessary funds are received by Benme customer can successfully distribute budgets to Employees. 

22.1. Pro-forma invoice will be issued after it is requested in Benme human resources payments section for exact amount by the Account owner to supplement their customer funds vault.

22.2. Consolidated invoice will be issued at the end of each month for actual funds spent and services or goods acquired.  

22.3. Transferred funds will be held for up to (11 months) in the Benme bank account to be used by the customer. Such funds will always be available to customers and Benme will not use them for any other unspecified reason. 

22.3.1. After 11 months the funds from customer funds vault will be refunded via debt statement act.

22.4. Funds deposited without an issued Pro-forma invoice, will be charged per-transactional service fee of €50,00.

23. An Employee can upload receipts via Benme to the Customer’s Account, which must be approved by HR. Approved receipts reduce allocated Employee’ and Customer’s budget accordingly. The amount is then transferred to Employee by Benme. The reimbursed amount is then invoiced to the Customer by the month.

24. If an Employee has purchased a benefit in Benefit store, but the benefit is not provided to him for reasons attributable to Benme, the Customer has the right to get a refund of the funds similar to the amount spent for the benefit, which was not provided due to fault of Benme.

 

VI. Payment for Services

 

25. Benme Services are charged as provided in the subscription plan provided at the following link: https://benme.io/pricing/

26. Customer is charged a fixed price for every Employee listed in Customer’s Account. This fee is called “Price per seat” and invoiced on the monthly basis. The price depends on the subscription type the Customer chooses. Prices and features included in subscription plans are detailed in clause 25 of these Terms and conditions.

27. Invoices issued by Benme can be accessed by Account owner in Customer’s Account.

27.1 Service usage Invoice - subscription to Benme services. Price per seat fee for Employees listed in the Customer’s Account during that month (if amount of Employees was changing during the month, Price per seat fee will be calculated for the highest number of Employees).

27.2 Transfer of goods invoice - multi-purpose vouchers, that are not VAT objects.

27.3 Expenses invoice - single-purpose vouchers. 

27.4 Money transfer invoice - Check and receipt reimbursements. 

28. The Customer must pay invoices issued by Benme within 30 calendar days of receiving the invoice, unless agreed differently.

28.1. Any additional or custom invoicing inquiries will be submitted to per-transactional service fee of €50,00.

29. If customer funds vault is depleted Benme services will become restricted until additional funds are transferred. 

30.Each Customer funds vault will only be accessed by its Account owner and Benme. Under no means transferred funds will be used for Benme internal services, invested or otherwise used for not its intended purpose. No additional taxes or fees apply for deposited funds.

 

VII. Cancelation of Services

 

31. The Customer has a right to cancel Benme subscription by notifying the Benme sales representative 14 days in advance. Upon cancellation, the Customer will no longer be billed, consequently, Employees will no longer be able to use any of the Services. 

32. After subscription cancellation, the Customer will receive the final invoices on the first day of the next month. The final invoices will include expenses for all the benefit purchases, and all the approved receipts, and any expenses or fees Benme has related to Customer’s Account (for example transactions fees) while the Customer had an active Account and Price per seat fee for Employees listed in the Customer’s Account during that month, as described in clause 28.

33. Per Account owner’s request remaining (unspent) funds will be refunded to client including Debt statement act. 

33.1. Returned funds will be transferred to the same bank account it was received from.

 

VIII. Limited License to Use the Website

 

34. If you comply with these Terms and Conditions, Benme grants you the limited right to use the Website and the Services. The right to use the Website and the Services is a personal, restricted, non-exclusive, non-transferable, revocable, limited license, and it is subject to the limitations and obligations in these Terms and Conditions. Nothing in these Terms and Conditions gives you any license (other than as set out in this paragraph), right, title, or ownership of, in, or to the Website or any of the Services. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the content or software on the Website, in whole or in part. IX. The Website and Services accuracy

35. Although Benme intends to provide accurate and timely information on the Website and while providing Services, the Website (including, without limitation, Services) may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding Benme policies, products, and Services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Website are your sole responsibility and Benme shall have no liability for such decisions.

36. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by Benme. You acknowledge and agree that Benme is not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party Websites accessible or linked to the Website.

37. Benme reserves the right to change any and all features of the Website, at any time without notice.

38. The Website may be temporarily unavailable from time to time for maintenance or other reasons. Benme assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of Accounts. Benme will put reasonable effort to fix any issues with the Website.

39. Benme is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers providers, computer or mobile phone equipment, Website, failure of email or traffic congestion on the Internet, or any combination thereof, including injury or damage to anyone’s computer, mobile phone, or other hardware or Website, related to or resulting from using, uploading, or downloading materials in connection with our Website. Under no circumstances will Benme be responsible for any loss or damage, including any loss or damage or personal injury or death, resulting from anyone’s use of our Website, or for any interactions between Customers or their employees of our Website, whether online or offline.

40. Website and Services are provided “AS-IS”, “AS AVAILABLE” and all warranties, expressed or implied, are disclaimed (including but not limited to the disclaimer of any implied warranties of merchantability and fitness for a particular purpose). The Website may contain bugs, errors, problems, or other limitations. Benme, including Associates, has no liability whatsoever for your use of Website or Services. Benme cannot guarantee and does not promise any specific results from the use of Website or Services. All responsibility or liability for any damages caused by viruses somehow attributed to the Website or Services is disclaimed.

 

X. Risks and Limitation of Liability

 

41. You acknowledge and agree:

41.1. To be fully responsible and liable for your actions and inactions on the Website and all gains and losses sustained from your use of the Website and any of the Services;

41.2. To be fully responsible for safeguarding access to, and any information provided through, the Website and any of the Services, including, but not limited to usernames, passwords. You are responsible for keeping your email address up to date in your Account profile in order to receive any notices or alerts that Benme may send you. Benme assumes no responsibility for any loss that you may sustain due to compromise of any of your accounts and/ or failure to follow or act on any notices or alerts that Benme may send to you.

42. Benme will not be and is not responsible for Suppliers or any other party on the Website.

43. You understand and agree that you use Website and Services at your own risk and that you will be solely responsible for your use thereof and any damages to you, any of your devices or computer systems, or other harm of any kind that may result. Benme, as well as Associates, are not liable for any direct, indirect, special, punitive, exemplary, incidental, or consequential damages (including damages for loss of income, business, profits, litigation, or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages (collectively, referred to herein as “Losses”). The negation and limitation of damages set forth above are fundamental elements of the basis of the bargain between you and Benme. The Website would not be provided without such limitations. No advice or information, whether oral or written, obtained by you from us through our Website shall create any warranty, representation, or guarantee not expressly stated in Terms and Conditions.

44. You hereby agree to release the Associates from liability for any and all Losses, and you shall indemnify and save and hold the Associates harmless from and against all Losses. The foregoing limitations of liability shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, or any other basis, even if the Associates have been advised of or should have known of the possibility of such losses and damages, and without regard to the success or effectiveness of any other remedies.

 

XI. Prohibited Uses

 

45. You may not:

45.1. Use the Website or any Services to interfere with or subvert the rights or obligations of Benme or the rights or obligations of any other Customer or any other third party;

45.2. Take advantage of any technical glitch, malfunction, failure, delay, default, or security breach on the Website;

45.3. Use the Website or any Services to engage in conduct that is detrimental to Benme or to any other Website customer or any other third party;

45.4. Falsify or materially omit any information or provide misleading information requested by Benme;

45.5. Reverse-engineer, decompile, or disassemble any software running on the Website;

45.6. Attempt to harm Benme or any third party through your access to the Website or any Services, except that nothing in this subparagraph shall be construed as limiting your free speech rights under applicable law;

45.7. Where you are a resident or national of a Prohibited Jurisdiction access the Website or any Services using any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location;

45.8. Distribute unsolicited or unauthorized advertising or promotional material, any junk mail, spam, or chain letters;

45.9. Take any action that imposes an unreasonable or disproportionately large load on Benme infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;

45.10. Transmit or upload any material to the Website that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs, otherwise attempt to gain unauthorized access to the Website or networks connected to the Website; or

45.11. Transfer any rights granted to you under these Terms and Conditions; or,

45.12. Violate these Terms and Conditions.

46. Any use as described in this paragraph shall constitute a "Prohibited Use". If Benme determines that you have engaged in any Prohibited Use, Benme may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to, making a report to law enforcement or other authorities; terminating your access to any Services.

 

XII. Intellectual Property

 

47. Benme and the Benme logos, the URLs representing the Website, trade names, and design marks (the "Benme Marks") are trademarks of Benme or its related companies. In addition, all page headers, custom graphics, design, button icons, scripts, source code, content are copyrighted by Benme. You agree not to appropriate, copy, display or use the Benme Marks or other content without express, prior, written permission to do so. Unless otherwise indicated, all materials on Benme are © Benme.

48. You acknowledge and agree that any materials, including but not limited to questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials, or other information or commentary you provide on the Website or one of the Benme social media 10 accounts, regarding Benme or the Services (collectively, "Feedback") that are provided by you, whether by email, posting to the Website or otherwise, are non-confidential and will become the sole property of Benme. Benme will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

 

XIII. Satisfaction of Debts

 

49. In the event that there are outstanding debts owed to Benme, Benme reserves the right if and when you seek to remove all of your funds from Benme and there is a debt outstanding, to satisfy the debt from your funds.

 

XIV. No Advice

 

50. Benme does not provide any advice on what Supplier to choose, what budgets to form, and how to use them. Any information provided on the Website or received when you are using any of the Services is only for informational purposes and you are solely responsible for any decision you make based on that information.

51. You are solely responsible for determining what, if any, taxes apply to the usage of the Services. Benme or Associates do not bear liability or responsibility with respect to any tax consequences to you arising from the usage of Benme or Services.

 

XV. Legal Compliance

 

52. You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our Website. Benme reserves the right to investigate complaints or reported violations of Terms and Conditions and to take any action we deem appropriate, including but not limited to canceling your Account, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses, and traffic information, as allowed under our Privacy Policy.

 

XVI. No Waiver

 

53. Any failure by Benme to exercise any of its respective rights, powers, or remedies under these Terms and Conditions, or any delay by Benme in doing so, does not constitute a waiver of any 11 such right, power, or remedy. The single or partial exercise of any right, power, or remedy by Benme does not prevent either from exercising any other rights, powers, or remedies.

 

XVII. Force Majeure

 

54. In addition to applicable disclaimers stated above, Benme is not responsible for damages caused by delay or failure to perform undertakings under these Terms and Conditions when the delay or failure is due to fires; strikes; floods; global or national pandemics; power outages or failures; acts of God or the state’s enemies; lawful acts of public authorities; computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of third parties; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against. In the event of force majeure, Benme is excused from any and all performance obligations and these Terms and Conditions.

 

XVIII. Assignment

 

55. These Terms and Conditions, and any of the rights, duties, and obligations contained herein, are not assignable by you without the prior written consent of Benme. These Terms and Conditions, and any of the rights, duties, and obligations contained herein, are freely assignable by Benme without notice or your consent. Any attempt by you to assign these Terms and Conditions without written consent is void.

 

XIX. Severability

56. If any provision of these Terms and Conditions, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision and everything else in these Terms and Conditions continues in full force and effect.

 

XX. Survival

 

57. All provisions of these Terms and Conditions which by their nature extend beyond the expiration or termination of these Terms and Conditions shall survive the termination or expiration of these Terms and Conditions.

 

XXI. No Class Proceedings

 

58. You and Benme agree that any party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one by Benme cannot and may not affect any other Benme cases.

 

XXII. Governing Law and governing language

 

59. The interpretation, validity, and enforcement of these Terms and Conditions, and all legal actions brought under or in connection with these Terms and Conditions, shall be governed by the laws of the Republic of Lithuania.

60. Any disagreements or disputes between you and Benme, arising from these Terms and Conditions, shall be settled by negotiations between you and Benme. In case of failure to reach an agreement in 14 (fourteen) days, any disputes, disagreements, or claims, arising from these Terms and Conditions or related to it, its breach, dissolution, or validity, that have not been solved by you and Benme, shall be settled in the competent courts of the Republic of Lithuania, chosen according to the seat of Benme.

61. Benme reserves the right to change the jurisdiction of Benme and these Terms and Conditions at any time in its own discretion, as well as use any parent companies, subsidiaries, and/or other affiliated companies for the execution of these Terms and Conditions, Benme products and Services and other activities related to Benme business.

62. You agree that these Terms and Conditions, Benme Privacy Policy, and other notices posted through the Website and/or Services have been drafted in English. Although translations in other languages of any of the foregoing documents may be available, such translations may not be up to date or complete. Accordingly, you agree that in the event of any conflict between the English language version of the foregoing documents and any other translations thereto, the English language version of such documents shall govern.