Terms and Conditions for Employers

 

1. OVERVIEW AND SERVICES

1. 1.1. CycleSaver provides bicycle and e-bike hire subscriptions as part of a Cycle to Work scheme. This scheme allows Employees to benefit from tax savings through Salary Sacrifice by purchasing bicycle hire subscriptions offered as part of their Employer's staff benefits programme.

1. 1.2. The Employer intends to offer CycleSaver’s Products to their employees. CycleSaver will facilitate access to these services, enabling Employees to participate in the Cycle to Work Scheme.

1. 1.3. Committed to promoting sustainable travel, CycleSaver agrees to furnish the Employer with periodic reports on the utilisation of CycleSaver's services by their Employees. These reports aim to help the Employer assess the effectiveness and environmental benefits of participating in the Scheme.

1. 1.4. CycleSaver's processes and services are structured in accordance with the UK Government's Cycle to Work Scheme Guidelines and comply with Financial Conduct Authority (FCA) regulations. As per FCA’s PERG 2.11.3 and Section 244 of the Income Tax (Earnings and Pensions) Act 2003, neither CycleSaver nor the Employer are classified as providing consumer credit services to Employees, thus exempting them from FCA authorisation requirements. 

• 2. DEFINITIONS AND INTERPRETATIONS

 

In this Agreement, unless otherwise specified, the following words shall have the meanings set out below:

• 2.1. Agreement means this Agreement as may be varied or amended from time to time in accordance with the terms and conditions of this Agreement including any schedules or appendices attached to it;

• 2.2. Commencement Datemeans the date set out in the Contract Cover Sheet;

• 2.3. Cycle To Work Guidance refers to the guidance for Employers set out by HMRC. 

• 2.4. Distribution Partners refers to third-party platforms that promote and/or facilitate access to CycleSaver’s products, such as employee benefit platforms.

• 2.5. Election Period means the period in which the Employees can apply for the Scheme, which is at the discretion of the Employer;

• 2.6. Employee(s) means the Employer’s members of staff who elect to be part of the Scheme;

• 2.7. Employee Agreement means the agreement entered into by Employer and the Employee for the hire of the Products;

• 2.8. Partners means companies providing bicycle and/or electric bicycle rental schemes where such products are available Products as part of CycleSaver’s Scheme. 

• 2.9. Product(s) means bicycle and/or electric bicycle hire subscriptions which Employees may choose to purchase via a Salary Sacrifice scheme. These may change over time. A.  

• 2.10. Salary Sacrifice means the agreement by an Employee to a reduction in their salary in exchange for non-cash benefits, in this case, the Products.

• 2.11. Services means the Services to be provided by CycleSaver to the Employer as set out in this Agreement.

• 2.12. Service Fee is an additional fee paid by the Employer to CycleSaver in consideration for the Services provided.

• 2.13. Term means the duration of this Agreement as defined in Section 3.

• 3. TERM OF AGREEMENT

 

3.1. This Agreement shall commence on the Commencement Date and, unless subject to earlier termination in accordance with clause 7, shall continue for a period of 12 months.

3.2. Upon expiration of the initial Term, this Agreement will automatically be renewed for successive periods of 12 month, unless otherwise terminated by either Party upon written notice at least 30 days prior to the end of the current term.

3.3. During the Term, CycleSaver agrees to supply and the Employer agrees to purchase the Services on the terms set out in this Agreement, including Schedule A.

 

• 4. THE SERVICES

 

4.1 CycleSaver will assist the Employer in offering its Employees a Cycle to Work scheme for bicycle rental subscriptions. CycleSaver provides these Products via its Partners.  

4.2 The Employee will pay for the Products via a Salary Sacrifice Agreement entered directly with the Employer.  

4.3 The terms on which an Employee can purchase a CycleSaver product will be governed by the Scheme terms and conditions set out in the Salary Sacrifice Agreement. 

4.4 CycleSaver and/or its Distribution Partners will provide the following to enable the Employer to operate the Scheme. This may include:

4.4.1 The provision to the Employer of Materials for the promotion of the Scheme

4.4.2 A process by which Employees can apply for Products

4.4.3 An online Portal whereby Employees can manage their application process and view updates. 

4.4.4 The ability for the Employer to view and approve applications.

4.4.5 A Salary Sacrifice agreement which will be entered between the Employer and Employee.  It will be at the discretion of the Employer to use the standard Salary Sacrifice Agreement, or develop its own in accordance with the laws of the Scheme.

4.4.6 The delivery of the Product to the Employee. 

4.4.7 Supplying the Employee information on the Employees’ monthly salary deductions, enabling accurate payroll adjustments. 

4.4.8 Support during office hours to resolve any queries or questions Employees or the Employer may have.

4.5 Subject to the terms and conditions of this Agreement, CycleSaver shall provide the Services to the Employer:

4.5.1 in accordance with the terms and conditions set out in this Agreement. 

4.5.2 in compliance with any Applicable Law; and

4.5.3 using reasonable care and skill in accordance with good industry practice.

4.6 CycleSaver shall provide the Employer with suitable Materials to enable the Employer to promote the Scheme to the Employees.

• 5. OPERATION OF THE SCHEME

5.1.Employees are eligible to apply for CycleSaver’s Products at any time. However, the Employer reserves the right to restrict applications to a designated Election Period which shall be agreed to by CycleSaver and the Employer. 

5.2. As part of the application process, the Employee will be required to agree to a Salary Sacrifice Agreement to be entered into between the Employee and the Employer. Approval of a Salary Sacrifice Agreement means that the Employer has accepted the Employee's application, and it will be binding on the Employer.  

5.3. As per the HMRC Cycle To Work Guidance, the Employer is obliged to ensure the following:

5.3.1. That there is no transfer of ownership of the property or Product in question. 

5.3.2 That the Employee uses the Product mainly for qualifying journeys (commuting or business purposes). This is generally interpreted as 50% or more of journeys being qualifying journeys.

5.3.3 The Products offered are available generally to the Employees. In other words, it is available to all qualifying employees and not only a select few. 

5.4 The specific operational procedures for the delivery of CycleSaver's Products will be collaboratively reviewed and established, acknowledging that these procedures may be subject to modification periodically. 

 

• 6. COSTS

 

6.1 When an Employee purchases a Product via Cycle to Work, they pay the retail price of the Product itself, inclusive of VAT, known as the “Product Price”. The Employer will deduct the Product price from the employee's pre-tax salary over time, a process known as "Salary Sacrifice." 

6.2 Besides the Product Price, CycleSaver will also charge a Service Fee to the Employer to cover the costs of managing and operating the program. This fee won't be more than what the employer saves on National Insurance Tax, which is 13.8% of the Product Price. This way, offering this program will not cost the employer extra money.

6.3 The Service Fee, excluding VAT, is currently set at 11% of the Product Price. 

6.4 Any adjustments to the Service Fee, whether an increase or decrease, will be made in consideration of prevailing market conditions, product mix, operational costs, and regulatory changes. Any proposed changes to the Service fee will be communicated to the Employer within 30 days of it coming into effect. 

• 7. PAYMENTS

 

7.1.CycleSaver will issue invoices to the Employer for the Product Price and any applicable Service Fees. This can be based on each individual Product (on a per-invoice basis) or for the total value of all Products provided by CycleSaver during a specified period. The preferred invoicing method will be mutually agreed upon by both parties before the start of the Scheme.

7.2. The Employer shall make payment to CycleSaver within 30 days from the receipt of the invoice. Late payments shall incur statutory interest equivalent to the Bank of England base rate plus 8%.  

7.3. CycleSaver reserves the right to withhold the delivery of Product(s) to Employees until any outstanding invoices have been settled by the Employer. 

7.4. If any payment is not made in accordance with these terms and conditions, then without prejudice to any other remedies available to CycleSaver, CycleSaver may suspend further deliveries of Products.

7.5. The Employer shall at all times be responsible for the collection, remittance and payment of any or all taxes, contributions, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the Scheme.

 

• 8. TERMINATION

 

8.1. Either party may terminate this Agreement on providing the other with not less than 60 days prior written notice.

8.2. This Agreement may be terminated immediately by either party if the other party:

8.3. Commits a material breach of any term of this Agreement which is not remediable or, if remediable, is not remedied within 30 days after being notified in writing to do so.

8.4. Becomes insolvent, enters into liquidation, or ceases to carry on business.

8.5. Without prejudice to any other rights that it may have, CycleSaver may terminate this Agreement immediately on written notice to the Employer if the Employer has failed to pay any amount due under this Agreement after the Employer has received a written notification from CycleSaver that payment is overdue.

8.6. Upon termination of this Agreement, the Employer shall pay all outstanding fees due to CycleSaver. Any provisions of this Agreement that, either explicitly or by their nature, must remain in effect beyond the termination of the Agreement, shall continue to apply.

8.7. Upon termination, Products that have been purchased through CycleSaver will continue to be active until the subscription end date for each respective Product purchased by Employees. 

 

• 9. LIABILITY

 

9.1 Except as expressly provided in this Agreement, CycleSaver shall not be liable to the Employer for any loss of profit, loss of business, business interruption, or loss of business opportunity. CycleSaver's total liability arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Service Fees paid by the Employer under this Agreement during the 12 months immediately preceding the date on which the claim arose.

9.2 Exclusions from Limitation: Nothing in this shall limit or exclude CycleSaver's liability for:

• 9.2.1 Death or personal injury caused by its negligence.
• 9.2.2 Fraud or fraudulent misrepresentation.
• 9.2.3 Any other liability which cannot be excluded or limited under applicable law.

9.3 Indemnification: The Employer agrees to indemnify and hold harmless CycleSaver against all liabilities, costs, expenses, damages, and losses (including legal fees and expenses) suffered or incurred by CycleSaver arising out of or in connection with any breach of this Agreement by the Employer.

 

• 10. DATA PROTECTION

 

10.1 In order to effectively fulfil the obligations under this Agreement, CycleSaver acknowledges that it will be required to process certain personal information of Employees.

10.2 CycleSaver shall ensure such personal information solely for the purpose of executing its duties and responsibilities as outlined in this Agreement and will implement appropriate measures to ensure the confidentiality, integrity, and security of the personal data in its possession. 

10.3 Each party shall comply with all applicable data protection laws and regulations such as General Data Protection Regulation (EU) 2016/679 (“GDPR”).

10.4 In the event of a data breach, the party responsible for the breach shall notify the other party without undue delay and shall provide timely cooperation to mitigate any potential damage.

 

• 11. CONFIDENTIALITY

 

11.1 Each party agrees to maintain the confidentiality of any proprietary or sensitive information shared during the course of this agreement.

11.2CycleSaver exclusively owns and retains all Intellectual Property Rights associated with its services and products. These rights include, but are not limited to, patents, copyrights, trademarks, design rights, and any other forms of intellectual property, whether they are registered or not. This also encompasses any future rights that may arise worldwide.

11.3All intellectual property rights in the materials and services provided by CycleSaver remain the property of CycleSaver. The Employer is granted a non-exclusive, non-transferable licence to use such materials for the term of this Agreement.

 

1. 12. FORCE MAJEURE

12.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, government regulations, disasters, strikes (except those involving the employees of the party seeking to invoke this clause), and civil disorder.