STANDARD TERMS
1. SERVICES DESCRIPTION
1.1 – During the Term, we will provide you with access to use the Services as described in the applicable Order Form or as otherwise selected by the Customer on the Platform. This Agreement shall broadly govern the provision by Perk of:
a) a Travel Module – which aggregates and displays a variety of business travel services offered by Travel Suppliers and provides the opportunity to book and administer those services through the platform, and which further grants access to an Events Module specifically designed to support group bookings and corporate events;
b) a Spend Module – that enables customers to control, optimise, and streamline their finance operations (through the consolidation of their invoices, expenses and payments on the Spend Module); or
c) any Implementation Services – provided to support your configuration and/or integration set up of the Spend Module.
1.2 – Any terms and conditions set forth in this Agreement regarding each Service shall only be applicable to Customer to the extent that Customer uses that specific Service. The issuance of cards is subject to additional general terms and conditions between the Customer and the relevant Perk Affiliate(s) (see the applicable Order Form and clause 2.2 of Schedule 1, Part B).
1.3 – A current description of the Services is set out in Perk’s Product Service Catalogue. The Product Service Catalogue is incorporated by reference into this Agreement.
1.4 – Perk will provide its Services:
a) with reasonable skill and care;
b) in accordance with all applicable laws and regulations.
1.5 – Perk will maintain all licences and permissions necessary for it to perform its obligations under this Agreement.
1.6 – Save as otherwise set out in this Agreement, you acknowledge that your use of the Services is not contingent on Perk’s delivery of any future functionality or feature, or dependent on any comments made by Perk regarding the same.
1.7 – We provide our Services for business purposes only.
2. CUSTOMER RESPONSIBILITIES
2.1 – To benefit from the Services, Customer must create accounts for its Users.
2.2 – Customer shall be responsible for:
a) procuring that each account is unique to a specific User;
b) procuring that User account credentials (i.e., logins/passwords) are kept safe and confidential, and preventing unauthorised access to the Platform;
c) promptly notifying Perk if Customer discovers that the security of any User access credential or integrated third-party service may have been compromised;
d) the quality, legality and accuracy of Customer or User data uploaded to the Platform;
e) the determination of any policies or controls that are established on the Platform;
f) the integration and operation of any third-party service with which Customer uses or receives the benefit of the Services, including Customer’s compliance with the terms of such service;
g) the acts and omissions of its Users and Affiliates, as if committed by the Customer itself; and
h) its compliance with all applicable laws and regulations.
2.2 – Customer shall not access the Services in any way that is unlawful or prohibited by this Agreement or threatens the continued viability, security or availability of the Platform. In particular, Customer shall not (i) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (ii) modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by us); or (iii) remove any proprietary notices or labels.
2.3 – Where Customer receives notice, including from Perk, that the data or content it or its Users have uploaded to the Platform may no longer be used or must be removed to avoid breaching applicable law or governmental regulations or violating the rights of a third party or individual, Customer will promptly remove such material. To the extent Customer fails to act promptly, Perk reserves the right to remove such content or disable Customer’s access to it without further notice.
2.4 – Where Customer uses the Services in violation of this Agreement, Perk may suspend Customer’s use of the Services.
3. FEES
3.1 – Customer shall pay for all Services in accordance with the fees and payment terms indicated in the Order Form (or on the Platform, if Customer subscribes to the Services directly on the Platform), and subject to the terms and conditions of this clause 3, Schedule 1 and Schedule 2 (which sets out the terms relevant to each payment method).
3.2 – Where the Services are subject to usage limits Customer acknowledges and agrees that where it exceeds such limits it shall be responsible for additional payment to Perk at the rates set out in the Order Form (or on the Platform, if Customer subscribes to the Services directly on the Platform) or the Product Specific Terms.
3.3 – Perk will invoice the Customer (and, where agreed to in writing by Perk, Customer’s Affiliate(s)) for all Services indicated in the Order Form (or as selected by Customer on the Platform). Perk reserves the right to invoice Customer through a Perk Affiliate. In such circumstances, Perk acknowledges that Customer’s timely payment to a Perk Affiliate of an invoice issued by it will fully discharge Customer’s payment obligations under this Agreement in respect of the same.
3.4 – Customer acknowledges and understands that it shall remain responsible for the timely payment of all invoices, including any agreed by Perk to be addressed to a Customer Affiliate. Customer confirms that the relevant Customer Affiliates have been notified of the applicable invoicing and payment terms, together with the terms of this Agreement and shall procure the Customer Affiliates’ compliance with any terms that apply to it. Perk acknowledges that the Customer Affiliates’ timely payment of an invoice will fully discharge Customer’s payment obligations under this Agreement in respect of such invoice.
3.5 – If the Customer disputes any invoice, it must:
a) promptly notify Perk in writing, specifying the reasons for disputing the invoice;
b) provide all evidence as may be reasonably necessary to verify such reasons for dispute;
c) pay all amounts not disputed on the due date; and
d) attempt to resolve the dispute reasonably, proactively and in good faith.
3.6 – If any non-disputed amount due and payable by Customer is overdue, Perk reserves the right to apply interest on the unpaid amount at the rate of 6% per annum, applicable pro rata from the due date until the date of payment of the related outstanding amount. The late payment interest shall be accrued on a daily basis and included in the next invoice issued to Customer.
3.7 – If any non-disputed amount due and payable by Customer is overdue, Perk may, without limiting its other rights and remedies, suspend its Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, Perk will give Customer at least seven (7) days’ prior notice that its account is overdue, before suspending services to Customer.
3.8 – Perk reserves the right to review the fees annually. Perk will notify Customer of any fee change at least thirty (30) days in advance of the fee change taking effect.
3.9 – The fees are exclusive of legally applicable taxes (by way of examples – VAT and GST). Customer is required to pay any such taxes that Perk is required to collect on top of its fees. At Perk’s request, Customer will provide its tax identification information.
3.10 – Customer shall make all payments for the Services without withholding or deduction, unless required by law. If any such withholding or deduction is required by law, when making the payment to which the withholding or deduction relates, Customer shall pay to Perk such additional amount, so that that Perk receives the same total amount that it would have received if no such withholding or deduction had been made.
4. INTELLECTUAL PROPERTY
4.1 – Perk or its licensors own all intellectual property rights on the Platform and the Services. Except for Customer’s right to access and procure use of the relevant Services for the benefits of itself and its Users, Customer is not granted any rights in or to Perk’s intellectual property.
4.2 – Customer grants Perk and their Affiliates, as well as Perk’s appointed representatives (worldwide) a limited term licence to host, copy, transmit and display (as appropriate) any Customer data strictly as required to deliver the Services. Such right shall extend to include (only where applicable) any Customer data obtained by Perk (upon the instruction of the Customer) through a third-party service that is integrated with the Platform.
4.3 – Customer acknowledges and agrees that Perk may freely use or exploit any feedback, suggestion or request that it provides in respect of the Services. Any intellectual property rights which come into existence because of the delivery by Perk of the Services will be the exclusive property of Perk.
4.4 – Customer authorises Perk and its Affiliates to use Customer’s name, trademark, and logo (according to the designs and guidelines communicated by Customer to Perk from time to time), solely for the purpose of identifying Customer as a customer of Perk. Any further for promotional purposes shall be subject to Customer’s prior written approval.
4.5 – Perk will defend Customer (and to the extent relevant its Affiliate(s)) against any claim, demand or proceeding made or brought against Customer by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights, and will indemnify Customer from, subject to the limits set out at clause 7.4 (below), any damages, legal fees and costs finally awarded against Customer, or for amounts paid by Customer under a settlement approved by Perk in writing. This indemnification undertaking shall be subject to the Customer providing Perk with:
a) prompt written notice of a relevant claim;
b) sole control of the defence and settlement of the claim; and
c) all its reasonable assistance.
4.6 – If Perk receives information about an infringement or misappropriation claim related to the Service, Perk may at its discretion and at no cost to Customer:
a) modify the Services so that they are no longer claimed to infringe or misappropriate;
b) obtain a license for Customer’s continued use of that Service in accordance with this Agreement; or
c) terminate the relevant Service and refund Customer any prepaid fees (in respect of any future period of supply).
4.7 – The above defence and indemnification obligations (set out at clauses 4.5 and 4.6) do not apply if:
a) a claim arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Perk, if the Services (or their related use) would not infringe without such combination; or
b) a claim arises from Customer content or Customer’s breach of this Agreement.
4.8 – Clause 4.5 sets out Perk’s and its Affiliates sole liability to, and the Customer’s exclusive remedy against Perk and its Affiliates for any related third-party claim.
5. DATA PROTECTION
5.1 – The parties have considered the means and purpose of the data processing activity that is contemplated by the provision and receipt of Services under this Agreement and have agreed to adhere and comply with the provisions set out in the Data Processing Addendum (the DPA), which forms an integral part of the Agreement.
6. WARRANTIES
6.1 – Each party warrants, represents and undertakes to the other that:
a) it has full capacity and authority to enter into this Agreement, to perform any of its obligations and to consummate all the transactions contemplated by this Agreement, and that no consent of any other person or entity is required by it to fully perform as contemplated by this Agreement.
b) the person executing or accepting these Terms of Use is duly authorised to do so and (to the fullest extent possible under applicable law) waives its right to claim or subsequently rely on any argument to the effect that such person was not duly authorised to bind it to the terms of this Agreement.
c) this Agreement will constitute its legal, valid, and binding obligations.
d) it is not aware of any matters which might adversely affect its ability to perform its obligations under or in connection with this Agreement.
6.2 – Perk warrants that during the Term this Agreement:
a) the Services will perform materially in accordance with the applicable Product Service Catalogue; and
b) it will not materially decrease the overall security and functionality of the Services (for the avoidance of doubt, this shall exclude any third party service accessed through the Marketplace or other form of integration).
6.3 – Perk does not represent or warrant that:
a) the Services will always be available, or Customer’s use will be uninterrupted;
6.4 – Customer will be able to integrate the Services with those of a third party, unless expressly stated otherwise in the Agreement.
7. LIABILITY
[Where this Agreement is governed by Spanish or German law (see clause 15), please note jurisdiction specific provisions, as per clauses 16.2 and 16.4 below.]
7.1 – Each party shall be liable for willful intent, fraud or theft by it or its employees; death or personal injury caused by its negligence or that of its employees; fraudulent misrepresentation and for any other liability that cannot by law be excluded or limited.
7.2 – Neither Customer or Perk will have any liability arising out of or related to this Agreement for indirect, special, incidental, reliance or consequential damages or damages for loss of use, lost profits, or interruption of business, even if informed of their possibility in advance.
7.3 – Subject to clause 7.1 and clause 7.4, the aggregate liability of each party together with all its respective Affiliates arising out of or related to this Agreement shall not exceed the total amount paid or payable by Customer hereunder for the Services giving rise to the liability in the twelve (12) months preceding the first incident out of which the liability arose (the General Cap). The General Cap will apply whether an action is in contract or tort and regardless of the theory of liability but will not limit Customer's payment obligations under clause 3 (Fees) above.
7.4 – In relation to any breach by:
a) Perk of clause 4.1 (Intellectual Property) which leads to a claim, demand or proceeding made or brought against Customer (or a Customer Affiliate), and for which the Customer has recourse to the indemnity set out at clause 4.5;
b) either party (including any of its Affiliates) of clause 8 (Confidential Information);
c) either party (including any of its Affiliates) of the Data Processing Addendum; or
d) Customer of the Developer and Marketplace Terms,
the aggregate liability of each party together (or Perk, in respect of clause 7.4.a), or Customer, in respect of clause 7.4.d)) with all its Affiliates arising out of or related to the relevant incident (out of which the liability arose) shall not exceed the greater of three (3) times the value of the General Cap, or 125,000 in the currency set out in the Order Form (or on the Platform, if Customer has subscribed to the Services directly on the Platform) (EUR, GBP, USD, or CHF).
7.5 – Each party acknowledges and agrees that the exclusions and limitations set forth herein represent the agreement of the parties as to the allocation of risk between them in connection with their obligations under this Agreement.
8. CONFIDENTIAL INFORMATION
8.1 – Each party and its respective Affiliates (for the purposes of this clause 8, each a Discloser) may disclose Confidential Information to the other party (for the purposes of this clause 8, each a Recipient) in the context of the Services. Confidential Information shall be deemed to include information disclosed whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include information which (i) is publicly available at the time of its disclosure; (ii) becomes publicly available (other than as a result of disclosure by the Recipient contrary to the terms of the present clause); (iii) was lawfully in the possession of the Recipient free of any restriction as to its use or disclosure prior to its being so disclosed; (iv) was independently developed by the Recipient without any breach of the terms of this clause; or (v) is required by law or regulator or by any court of competent jurisdiction to be disclosed.
8.2 – The Recipient shall: (i) keep the Confidential Information disclosed by Discloser private and confidential and not disclose any of it to any person other than to the persons who need to know the same for the arrangement of the Services, including, but not limited to Travel Suppliers and Partners; (ii) ensure that all persons to whom the Recipient discloses the Confidential Information (in accordance with this clause) are informed of the terms of this clause and that such persons are required, prior to disclosure: to observe the terms of this confidentiality clause or are bound by no less restrictive terms than those contained herein; (iii) use the Confidential Information for the sole purpose of providing or receiving the Services stated in this Agreement; (iv) keep the Confidential Information and any copies thereof secure and in such a way so as to prevent unauthorised access by any third-party.
8.3 – If, for any reason, the Discloser requests in writing the return of the Confidential Information, the Recipient agrees to return as soon as reasonably practicable or confirm in writing that it has been destroyed. To the extent that such Confidential Information has been stored on the Recipients’ archive or back up electronic systems, the Recipient shall not be required to delete the Confidential Information but shall make reasonable efforts to have the Confidential Information deleted from such systems. The obligations of confidentiality set out in this clause shall continue to apply in relation to any Confidential Information retained.
9. TERM AND TERMINATION
9.1 – This Agreement shall be effective from the Effective Date and shall remain in force for the term specified in the Order Form (or on the Platform, if Customer subscribes to the Services directly on the Platform) (the Initial Term).
9.2 – Upon expiration of the Initial Term, this Agreement shall, unless otherwise set out in the Order Form, be automatically renewed for a period of one (1) year (each a Renewal Term), unless either party has given written notice of non-renewal at least thirty (30) days in advance of the expiration of the Initial Term or the then Renewal Term.
9.3 – The Agreement may be terminated earlier by either party by giving notice in writing:
a) if the other party is in material breach and such breach is not remediable; or
b) if the other party is in material breach and the breach is remediable, but the breach is not remedied within twenty (20) business days of being notified in writing of the breach; or
c) the other party begins insolvency proceedings or becomes the subject of a petition in liquidation or any other proceeding relating to its insolvency, liquidation, or assignment for the benefit of its creditors or, in relation to the Customer, any analogous event in any relevant jurisdiction.
9.4 – The extent to which the Customer has any additional entitlement to add or remove a particular Service during the Term of the Agreement is set out in the Product Specific Terms.
10. EFFECTS OF SUSPENSION OR TERMINATION
10.1 – All payments due under the Agreement shall become payable on the suspension or termination date.
10.2 – Within thirty (30) days of termination, Customer will delete, remove and disable all links and access to all Services and notify its employees, Users and Affiliates.
11. ANTI-BRIBERY, ANTI-CORRUPTION, SANCTIONS COMPLIANCE
11.1 – Neither Perk, nor any Perk Affiliate, their respective directors, officers, employees or, to Perk’s knowledge, agents or any other person acting on their behalf has directly or indirectly made any bribes, illegal payments, illegal political contributions, in the form of cash, gifts, or otherwise, or taken any other action, in violation of any applicable anti-bribery or anti-corruption law.
11.2 – The Services, including the technology on which they operate and any related software applications, may be subject to export control laws and sanctions of the United States, the European Union, the United Kingdom (collectively, Sanctions Authorities) and other jurisdictions. Perk and Customer (on behalf of itself and its Affiliates) each represent that they are not: (i) targeted by sanctions administered by any Sanctions Authority; (ii) organized under the laws of or located in a country or territory targeted by comprehensive sanctions administered by any Sanctions Authority (each a Sanctioned Country); (iii) the government of a Sanctioned Country; or (iv) owned, controlled, or acting on behalf of any person or government described in (i), (ii), or (iii). Customer agrees that it shall not use or access, or permit any User to use or access, the Platform or any Services from any Sanctioned Country and in in any manner that would violate applicable sanctions laws and regulations.
12. FORCE MAJEURE
12.1 – Neither party shall be responsible or liable for any delay or failure in the performance of any obligation under this Agreement due to causes beyond its reasonable control, including, without limitation, strikes, work stoppages, or other industrial disputes, accidents, failure of telecommunications networks or the internet, act of God, civil or military disturbances, acts of war or terrorism, nuclear or natural disasters, pandemics, or interruptions, loss, or disruption of other utilities (a Force Majeure Event). However, a force majeure event shall not relieve a party of its payment obligations. If the circumstances of a force majeure persist for more than forty-five (45) days, the non-affected party may terminate the Agreement immediately upon written notice.
13. MISCELLANEOUS PROVISIONS
13.1 – This Agreement contains the entire agreement between the parties in relation to its subject matter and supersedes any prior arrangement, understanding, written or oral agreements between the parties in relation to the subject matter thereof.
13.2 – Customer may be allowed to vary certain Services it receives from Perk directly through the Platform (including its subscriptions). Otherwise, no variation to this underlying Agreement will be effective unless it is in writing and signed by a duly authorised representative on behalf of each of the parties.
13.3 – If any clause under this Agreement is deemed null and void, it shall not be considered effective. Such a declaration of invalidity shall have no bearing on the rest of the Agreement, which will continue to be applicable and binding on the parties.
13.4 – The parties are each independent contractors, and shall not be deemed partners, franchisees, agents, joint ventures or legal representatives of each other, and neither party hereto is authorised to bind the other party or otherwise act in the name of or on behalf of the other party.
13.5 – There are no third-party beneficiaries under this Agreement.
13.6 – Notices may be delivered by email to the email-address indicated by Customer in the Order Form (or when signing up to the Platform, if Customer has subscribed to the Services directly on the Platform), and in case of Perk, to legal@perk.com.
13.7 – The Customer may not assign or transfer this Agreement, or any portion thereof, to any third party without Perk’s express written consent (consent not to be unreasonably withheld). Perk will have the right to assign or transfer this Agreement, by giving prior notice to Customer, to Perk Affiliates, or any successor in connection with its merger or the sale of all or substantially all its assets.
14. DISPUTE RESOLUTION
14.1 – The parties shall endeavour to resolve amicably and expediently any disputes arising from or relating to this Agreement. Where a party becomes aware that such a dispute has arisen, it shall notify the other party in writing of the dispute and any steps which it considers the other party should take to resolve it (a Dispute Notice). Following the issue of a Dispute Notice, the parties shall convene promptly and in good faith for the purpose of resolving the dispute stated in the Dispute Notice (or any other matter reasonably related thereto). Should the parties fail to resolve their differences in writing within twenty-one (21) days of issue of the Dispute Notice, either party may consider alternative forms of legal resolution.
14.2 – No part of this clause 14 shall prevent a party from seeking injunctive or interlocutory relief.
15. GOVERNING LAW AND JURISDICTION
15.1 – This Agreement shall be governed by and construed in accordance with the laws of the territory set out in the table below. Note that governing law and jurisdiction applicable to the Perk Card Agreement may be different (see clause 3.2 of Schedule 1, Part B). The parties shall submit any dispute arising out of or any claim related to this Agreement to the exclusive jurisdiction of such territory.
16. LOCAL LAW REQUIREMENTS
16.1 – United Kingdom. Where this Agreement is governed by and construed in accordance with the laws of England and Wales, then by reference to clause 13.5 of the Agreement, the parties agree that no third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
16.2 – Spain. Where this Agreement is governed by and construed in accordance with the laws of Spain, clause 7.1 is replaced as follows:
7.1 Each party shall be liable without limit for willful intent, gross negligence, fraud or theft by it or its employees; death or personal injury caused by its negligence or that of its employees; fraudulent misrepresentation and for any other liability that cannot be excluded or limited according to Spanish statutory law.
16.3 – France. Where this Agreement is governed by and construed in accordance with the laws of the France the following terms shall be deemed incorporated and apply:
a) to the extent permitted (under applicable law) the provisions of Article 1222 and 1223 of the French Civil Code shall in no event be applicable.
b) in the event of any conflict between any statutory law in France applicable to Customer, and the terms and conditions of this Agreement, the applicable statutory law shall prevail.
16.4 – Germany, Switzerland or Austria. Where this Agreement is governed by and construed in accordance with the laws of the Federal Republic of Germany the following changes shall apply:
a) Clause 3.8 is replaced as follows:
3.8 Perk reserves the right to adjust the fees annually (no more than once per calendar year) at its reasonable discretion, taking into account changes in ongoing costs and general market conditions. Adjustments may result in an increase or decrease in fees. Perk will inform the customer of any fee changes at least thirty (30) days before they take effect. The customer has the right to object to the fee adjustment in text form within thirty (30) days of notification. In such case, the fees shall remain unchanged, and Perk reserves the right to terminate the agreement in accordance with thirty (30) days’ notice (in which case Perk will refund any prepaid, unused fees for the affected Service in respect of the terminated portion of the Term).
b) Clause 7 is replaced in its entirety as follows:
7.1 Each party and its legal representatives or vicarious agents shall be liable without limitation in case of intent, gross negligence, according to the provisions of the Product Liability Act, for injury to life, body or health as well as within the scope of warranties expressly assumed by it.
7.2 Notwithstanding clause 7.1, the parties and their legal representatives or vicarious agents shall be liable in cases of slight negligence only in case of breach of material contractual obligations, i.e. such obligations the fulfilment of which enables the proper performance of this Agreement in the first place and on the compliance with which the Customer may regularly rely. The parties’ liability in this case shall be limited to the foreseeable and typical damage according to the type of contract concerned.
7.3 Beyond clause 7.1 and clause 7.2, the parties’ liability for slight negligence shall be excluded. These limitations of liability shall also apply in favor of the parties’ legal representatives or vicarious agents.
7.4 Each party acknowledges and agrees that the exclusions and limitations set forth herein represent the agreement of the parties as to the allocation of risk between them in connection with their obligations under this Agreement.
c) Clause 13.6 shall be replaced in its entirety as follows:
In writing in this Agreement means in text form (§126b BGB). Notifications shall be sent by email to the email address provided by the Customer in the Order Form (or on the Platform, if Customer has subscribed to the Services directly on the Platform) and, in the case of Perk, to legal@perk.com.
SCHEDULE 1 | PRODUCT SPECIFIC TERMS
PART A – TRAVEL TERMS OF USE
1. BUSINESS RELATIONSHIP
1.1 – Perk and Customer each acknowledge and agree that this Agreement is a “general agreement” for the booking of travel services in connection with the Customer's trade, business, craft or profession and therefore outside the scope of the Package Travel Directive (Directive (EU) 2015/2302 of the European Parliament and of the Council of 25 November 2015) (PTD) and any laws and regulations implemented by European member states to give effect to the PTD, and where applicable, the Civil Aviation (Air Travel Organiser's Licensing) Regulations 2012. As such, these regulations shall not apply to Perk's provision of/and Customer's receipt of the Services contemplated under this Agreement.
2. TRAVEL SUPPLIERS
2.1 – Customer acknowledges and agrees that once a Trip is booked (including any Element) and confirmed by Perk, all terms and conditions of the Travel Supplier apply to the Customer.
2.2 -–If Customer wants to modify or cancel a booking, the parties shall follow the required process and terms of the Travel Supplier for modification and cancellation of bookings. If the modified or cancelled booking is refundable, Perk will refund to Customer the corresponding booking charge less any applicable Service Fees. Information regarding such deductions shall be made available to Users via the Platform. Any refund(s) shall be applied to the original payment method for automatic payment methods or, for other payment methods, by discounting such charge from Customer’s next invoice or by credit note. Notwithstanding, if Customer has hired FlexiTravel, the specific terms of such Service shall apply).
2.3 – Travel Suppliers shall have no rights and obligations in connection with FlexiTravel refunds. FlexiTravel refunds are entirely distinct from ordinary refunds processed by Perk in relation to bookings made without utilising FlexiTravel. Such ordinary refunds are processed in accordance with the Travel Suppliers’ terms and conditions.
3. CUSTOMER RESPONSIBILITY
Customer shall be responsible for procuring that bookings for Trips are made and arranged by Users who are not under the age of 16, and that any children travelling on a relevant Customer booking are accompanied by an adult.
4. DEVELOPER TOOLS & MARKETPLACE
Where, for the purpose of using the Services, Customer leverages the Developer Tools, Customer acknowledges and agrees that:
the Developer and Marketplace Terms shall apply (and shall be deemed incorporated automatically into this Agreement from the date and time that the Customer's access commences); and
any exchange of data between Customer and any third-party product provider shall be solely between Customer and such provider.
5. WARRANTIES
Perk does not represent or warrant that it will have particular types of content or travel inventory available on the Travel Module.
6. LIABILITIES
By reference to 7 of the Standard Terms (Liability) Perk is not liable for Travel Suppliers’ acts or omissions, including for any breach, delay, default or deficiency of the services provided by the Travel Suppliers.
7. EFFECT OF SUSPENSION OR TERMINATION
By reference to clause 10 of the Standard Terms (Effects of Suspension or Termination) all Elements confirmed as booked by Perk prior to the suspension or termination taking effect will remain in full force and effect and subject to the terms and conditions of the Travel Supplier, and Customer shall be entitled to utilise any such Element.
PART B – SPEND TERMS OF USE
1. EXPENSE PROCESSING
1.1 – Customer may purchase Active User licenses for the Expense Processing solution in increments of 10 Active Users per month. An Active User shall be taken to mean any User who performs at least one Financial Transaction in the Spend Module within a given calendar month, excluding actions limited to Invoice Processing. This includes, for example, submitting an expense, having an expense submitted on one’s behalf, approving or rejecting an expense, or otherwise engaging with the Spend Module in a way that results in an expense being processed.
1.2 – Active User fees are invoiced monthly in arrears from the start date specified in the Order Form under Term. The number of Active Users licenses in the Order Form represents the Customer’s base level commitment for the duration of the Term. Customers may purchase additional Active Users licenses at any time, with the increased number of Active Users licenses setting the new base level commitment.
1.3 – In any month where the number of Active Users exceeds the number of Active Users specified in the Order Form, such additional usage will be billed at a rate of 30% above the per-Active User license price (for illustration only: with an assumed price of 15 EUR / month per Active User, the rate for each additional Active User would be 19.5 EUR). Overage fees will be invoiced monthly in arrears, unless otherwise agreed in writing. Charges will automatically scale back to the base level commitment in the following month if usage decreases.
2. INVOICE PROCESSING
2.1 – Customers may purchase Processed Invoice licenses for the Invoice Processing solution in increments of 500 invoices. A Processed Invoice shall be taken to mean any invoice or invoice-related document processed by the Customer within Invoice Processing.
2.2 – Processed Invoice license fees are invoiced monthly in arrears from the start date specified in the Order Form under Term, unless otherwise agreed in writing. The number of Processed Invoices licenses in the Order Form represents the Customer’s base level commitment for the duration of the Term. Customer may purchase additional Processed Invoice licenses, with the increased number of Processed Invoice licenses setting the new base level commitment.
2.3 – In any month where the number of Processed Invoices exceeds the number of Processed Invoice licenses specified in the Order Form, such additional usage will be billed at a rate of 30% above the per-Processed Invoice license price (for illustration only: with an assumed price of 1 EUR per Processed Invoice, the rate for each additional Processed Invoice would be 1.30 EUR). Overage fees will be invoiced monthly in arrears, unless otherwise agreed in writing.
3. PERK CARD
3.1 – Perk Card includes the issuance of Perk Platinum Visa Debit Cards. Depending on the domicile of the Customer or Customer Affiliates receiving the cards, the card program is managed by the following Perk Affiliates:
For cards issued to Customers or Customer Affiliates domiciled in the European Union or the United Kingdom, the contracting entity will be Yokoy GmbH;
For cards issued to Customers or Customer Affiliates domiciled in Switzerland, the contracting entity will be Perk Switzerland AG.
3.2 –The contractual relationship specifically concerning the issuance of the Perk Platinum Visa Debit Cards is governed by a separate agreement between the Customer and the relevant Customer Affiliate (the Perk Card Agreement), which forms an integral part of the Agreement and the related Order Form.
3.3 – Perk collaborates with partners for the delivery of the card program. The Perk Card Agreement, as referenced in the Order Form, therefore also includes applicable third-party terms.
3.4 – The effectiveness of the Perk Card Agreement is dependent on:
a) the continued validity of this Agreement. In the event that this Agreement is terminated for any reason, the Perk Card Agreement shall automatically terminate at the same time.
b) the completion and continued compliance by Customer of applicable know-your-business (KYB) process and anti-money laundering (AML) and sanctions screening, as required by law. Where these requirements cannot be fulfilled by the Customer, the respective Perk Affiliate may terminate the Perk Card Agreement with immediate effect. Termination of the Perk Card Agreement hereunder shall not affect the continued validity of this Agreement.
3.5 – Perk Platinum Visa Debit Cards (except for Perk Smart Lodge Cards) are eligible for the Cashback Program, based on the cashback percentage defined in the Oder Form. Cash withdrawals from ATMs, chargebacks to your card, and transactions determined to be fraudulent by Perk or by the relevant card program partner are not eligible for cashback.
3.6 – Cashback will be calculated based on the total eligible card spend and paid out to the Customer by bank transfer at the end of each 12-month period or, in the event of termination of this Agreement, whichever occurs earlier, provided that all invoiced amounts have been paid in full and the Customer is not in material breach of this Agreement.
3.7 – Perk is developing an automated cashback mechanism under which cashback will be applied as a credit to invoices. The Customer will be notified in writing once this mechanism is implemented, at which point it shall replace the payout method described above.
3.8 – Perk may amend or suspend the Cashback Program in response to material changes in legal, regulatory, or business conditions.If, in any contract year, more than 60% of total card spend is attributed to usage of the Travel Module, the cashback terms may be reviewed and adjusted. Any such amendment or suspension shall be communicated to the Customer with at least 30 days’ prior written notice, except where earlier action is required to comply with legal or regulatory obligations.
PART C – IMPLEMENTATION TERMS OF USE
1. SCOPE
Implementation Services typically involve the provision of professional services resources to assist with Platform configuration, integration with the Customer’s systems, data mapping, set up of masterdata, testing, and user training, as more particularly specified in the relevant SOW.
2. FEES
2.1 – Implementation Services are provided on either: (i) a time-and-materials basis, or (ii) a fixed fee, fixed scope basis – this will be made clear in our SOW.
2.2 – If Implementation Services are provided on a time-and-material basis, any amount set forth in the SOW is solely an estimate for Customer’s budgeting based on the discussions held prior to the signature of the SOW. Perk will periodically update Customer on the status of the Implementation Services and the fees accrued. No additional hours beyond those in the original estimate will be incurred without client approval. Upon Customer’s approval, Perk will continue to provide the Implementation Services under the same rates and terms.
2.3 – If Implementation Services are provided on a fixed fee, fixed scope basis, fees will not be subject to adjustments based on actual hours worked. Any changes to the agreed scope of work will follow a formal change request process, as outlined in clause 4 below.
2.4 – Customer will reimburse Perk for reasonable travel and out-of-pocket expenses incurred in connection with Implementation Services, to the extent that such expenses have been approved by the Customer and that Perk provides the relevant supporting evidence (e.g., receipts). If the applicable SOW includes an estimate of these expenses, Perk will not exceed such estimate without the written consent of Customer.
3. CUSTOMER COOPERATION
3.1 – The successful provision of Implementation Services requires the active cooperation of the Customer. The Customer will cooperate reasonably and in good faith with Perk in its performance of the Implementation Services including by:
Providing master data (Users, VAT rates, suppliers, accounts), compliance requirements and policies, corporate structure and approval information, internal expense approval mappings, or other information required;
Allocating qualified personnel across relevant roles (project management; finance; accounts payable; IT);
Promptly notifying Perk of any changes to the team allocated to the project, and ensuring proper onboarding and knowledge transfer; and
Granting access and permissions to third-party systems required for the integration.
3.2 – If Perk is unable to timely perform the Implementation Services due to a Customer delay, including failure to comply with clause 3.1 above, Customer may be responsible for additional resource fees.
4. CHANGES
4.1 – Changes to a SOW will require written agreement signed by both parties (the Change Order). Such changes may include, for example, changes to the scope of work due to Customer’s evolving business requirements, additional configuration or customization needs, or challenges that could not reasonably be foreseen. Where Perk receives a request for change from Customer, Perk will assess the feasibility and impact of the proposed change. The agreed Change Order will include any corresponding modifications to the timelines, resources, and costs.
4.2 – The Change Order will be deemed incorporated by reference to the SOW.
5. WARRANTIES
5.1 – Perk warrants that it will provide the Implementation Services in a professional and workmanlike manner.
5.2– For any breach of the above warranty, Customer’s exclusive remedy and Perk’s entire liability will be the re-performance of the applicable Implementation Services. If Perk is unable to re-perform the Implementation Services in accordance with the above warranty reasonably promptly, Customer will be entitled to recover the Implementation Services fees paid to Perk for the deficient Implementation Services.
5.3 – The warranty in clause 5.1 of these Implementation Services Terms is the only warranty provided by Perk with respect to the delivery of Implementation Services.
SCHEDULE 2 | PAYMENT METHODS
1. CREDIT CARD AND AUTOMATIC SEPA
1.1 – Where the agreed payment method is credit card or automatic SEPA, Customer will be charged for all Services and bookings immediately at the time of purchase, unless a deferred charge is agreed with the Supplier (or in the case of a Perk charge) to be expedient for the purposes of customer's recovery of VAT. Perk reserves the right to, in accordance with the applicable legislation, charge additional costs that may arise as a result of using this payment method.
1.2 – Customer is solely responsible to implement internal policies to determine which credit cards may be used by Customer’s and Affiliates’ employees, directors and any other individuals. Where a personal credit card is used to make payments, this shall not affect or alter Customer’s obligations and, as applicable, Affiliates’ obligations towards Perk, nor the commercial nature of this Agreement, which shall in any event be deemed to have been entered into solely between Perk and Customer. For the purposes of FlexiTravel, Perk shall only administer and issue refunds to corporate card/account profiles.
2. DIRECT DEBIT AND WIRE TRANSFER
2.1 – Perk may, at its sole discretion and subject to a prior credit evaluation, allow Customers and, where applicable, Affiliates, to make and pay bookings and fees via direct debit (SEPA) or wire transfer up to a certain amount (the Limit). Perk may set a Limit per Customer and per Affiliate. Customer and Affiliates may not make bookings that exceed the existing Limit at a given time.
2.2 – Perk may modify, suspend or cancel the Limit at any time at its sole discretion upon prior written notice to Customer. Customer may terminate this Agreement immediately if Perk exercises its right to modify, suspend or cancel the Limit, unless such changes are due to a breach of the Agreement by Customer or Affiliates.
2.3 – Customer shall inform Perk at the point of wire transfer which invoice the payment is discharging. If Perk does not receive these instructions it will apply "First-In, First-Out" (FIFO), and payments will be applied to the oldest unpaid invoices first, except in the case of Affiliates assigned to a particular payment profile or cost centre where their payment shall be applied to the oldest invoice linked to that payment profile or cost centre.
3. PREPAYMENTS
3.1 – Where agreed to by Perk, Customer and, if applicable, Affiliates, may prepay the Services and bookings by transfer of certain amount of cash to Perk in advance. Number and amounts of prepayments are at Customer’s sole discretion and shall be made by wire transfer to a bank account as indicated by Perk in writing from time to time.
3.2 – Prepayments will be credited to the Customer’s account and applied exclusively towards charges for Services and bookings under the Agreement. Customer and Affiliates may not make bookings or use the Services in excess of prepayments.
3.3 – Perk shall refund to Customer any unused prepayments net any outstanding Customer debts by wire transfer to the account indicated by Customer, subject to Paragraph 3.4:
at Customer’s request. Such voluntary refunds are limited to once per calendar quarter;
should the parties agree in writing on a different payment method; or
within thirty (30) days of the termination effective date.
3.4 – No interest is payable on prepayments.
4. SECURITY DEPOSIT
4.1 – At the request of Perk, Customer may be required to provide a security deposit to guarantee the performance of its obligations under this Agreement. The amount of the security deposit will be specified in the Order Form and may vary depending on the nature of the services provided and Customer's creditworthiness from time to time. Customer shall transfer such security deposit to a bank account as specified by Perk.
4.2 – Perk may utilize the security deposit to satisfy any outstanding payments owed by Customer to Perk under this Agreement.
4.3 – Where Perk has utilized the security deposit resulting in a difference between the amount of the security deposit as specified in the Order Form and the actual balance of the security deposit, Perk shall notify Customer of such difference. Customer shall settle the difference by payment to the bank account specified by Perk within 5 business days of the notice. Should Customer fail to settle the difference within such time period, Perk reserves the right to suspend the Services or terminate the Agreement.
4.4 – Perk will return the security deposit to Customer, less any amounts deducted for outstanding payments or damages caused by the Customer, within 5 business days after the termination or expiration of this Agreement, or until such time as Perk determines that the security deposit is no longer required. Perk reserves the right to withhold or retain the security deposit, in whole or in part, if the Customer breaches any of its obligations under this Agreement.
4.5 – Customer acknowledges that the security deposit does not limit or restrict the liability of the Customer under this Agreement and that Perk may pursue any other remedies available to it under this Agreement or under applicable law.
4.6 – Customer may not assign, transfer or otherwise dispose of the security deposit without the prior written consent of Perk.
APPENDIX 1 | DEFINITIONS
Affiliate means any legal person that directly or indirectly controls, is controlled by, or is under common control of a party, or any legal person with a direct or indirect shareholding or equity interest in such party, as the case may be.
API means Perk’s application programming interfaces by means of which Customer can have endpoint access to different data fields or features such as the invoice model, invoice line model and invoice profile model.
Customer means the company or legal entity as indicated in the Order Form (or on the Platform, if Customer subscribes to the Services directly on the Platform).
Developer and Marketplace Terms means the terms available at https://developers.perk.com/docs/perk-marketplace-and-api-terms-of-use (as amended from time to time).
Developer Tools means Perk’s set of developer tools, including the APIs and Marketplace.
Effective Date means the date which is the earlier of (a) Customer's initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the Order Form referencing this Agreement.
Element means the online (through the Platform) or offline booking of a flight, train ticket, car rental or hotel reservation by Customer and identified by a unique PNR number (and, for the sake of clarity, offline bookings of products such as multi-destination trips, transfers, chauffeur service or meeting rooms via live chat, email, concierge, message or telephone are also considered Elements).
Financial Transaction means any financial document or procedures uploaded to, displayed or processed on the Platform, including but not limited to expense vouchers, other expense claims (such as mileage allowance or per diem), invoices, invoice-related documents (such as purchase orders, delivery confirmations), business travel documents (such as flight bookings) not referring to Elements booked through the Travel Module, card transactions or similar.
Marketplace means the marketplace where the Customer can access third party applications that (at any given time) are capable of integration with the Services, with more information available at https://www.perk.com/travel-solutions/marketplace/.
Order Form means a physical or electronic order form issued by Perk stating (among other things) the Services to be acquired by the Customer and the fees payable by the Customer.
Partner means third parties who support Perk in the distribution or provision of specific Services.
Perk means the contracting entity providing the Services to Customer in accordance with clause 15 of the Standard Terms, unless otherwise stated in the Order Form.
Platform means the Perk platform, including all Modules, web-based applications und tools that Customer has subscribed to under an Order Form, on the Platform or that Perk otherwise makes available to you.
Product Service Catalogue means the Perk product and services catalogue available at https://www.perk.com/251104-productservicecatalogue-en.
Spend Module means the online spend management module described in the Product Service Catalogue.
Term shall be taken to mean the Initial Term or Renewal Term as contemplated under clause 9 of the Standard Terms.
Travel Module means the online travel module described in the Product Service Catalogue.
Travel Supplier means those third-party entities which provide airline, train, ferry, hotel and other accommodations, car rental or other travel or travel related services.
Trip means the reservation made either online through the Travel Module or offline by Customer of up to eight (8) Elements and for up to eight (8) Users who share the same itinerary. For the sake of this Agreement, sharing the same itinerary shall mean sharing the same flight, train trip, accommodation in the same hotel or other types of Elements.
User means any legal person who is authorised by Customer to access the Platform and benefit from the Services. Users may include, for example, Customer’s and its Affiliate’s employees, consultants, contractors, representatives or agents.