Service Club Perks - Business Customer Terms of Service

Effective date: June 2026

1. Parties, Professional Capacity and Contractual Framework

• 1.1. These Terms of Service are entered into by and between Service Club Acquisition and Development of Labor Talent, S.L., incorporated under the laws of Spain, with registered office at Avenida Diagonal 601, 8th Floor, 08028 Barcelona, Spain, tax identification number B67127522 (Service Club), and the legal entity, business customer or professional client that accepts these Terms, creates a client account, places an order, activates or administers the Perks Platform, pays for Perks Services or otherwise uses the Perks Services in a professional or commercial capacity (Client).
• 1.2. The Client represents and warrants that it enters into these Terms solely in the course of its trade, business or professional activity and not as a consumer. Accordingly, these Terms govern a contractual relationship between professional operators and shall not be construed as consumer terms. Spanish and EU consumer protection rules, including Royal Legislative Decree 1/2007, shall not apply except to the extent that any mandatory provision is legally applicable and cannot be excluded.
• 1.3. These Terms form part of Service Club's segmented contractual architecture and apply specifically to the Perks Platform and Perks Services. Separate terms may apply to Jobs, Academy, Micro Academy, Shop, Marketplace, Services or other present or future Service Club verticals.
• 1.4. The contractual documents shall apply in the following order of precedence:

1. any individually negotiated written agreement, Order Form, statement of work or commercial proposal accepted by Service Club;
2. any service-specific schedule, pricing schedule, operational specification or platform rule expressly incorporated by reference;
3. these Terms;
4. the Data Processing Agreement incorporated as Schedule 1 to these Terms, which shall apply where and to the extent that Service Club processes personal data on behalf of the Client as processor within the meaning of Article 28 GDPR; and
5. non-contractual guidance, FAQs, help centre materials, platform descriptions or marketing materials.

In the event of any conflict, the higher-ranking document shall prevail to the extent of the inconsistency, provided that mandatory applicable law, including Regulation (EU) 2016/679, Organic Law 3/2018 and Law 34/2002, shall always prevail. Notwithstanding the foregoing, in the event of a conflict relating specifically to data protection obligations where Service Club acts as processor, the integrated Data Processing Agreement shall prevail over these general Terms.

• 1.5. Acceptance of these Terms may be evidenced by electronic means, including click-wrap acceptance during the account creation process, platform confirmation, email confirmation, electronic signature, or any other durable medium permitted under applicable law.

2. Definitions

3. Scope of the Perks Services

• 3.1. Service Club operates a platform through which Clients may make available, promote, administer or facilitate access to benefits, discounts, rewards, offers, subscriptions, vouchers, products, services, partner offers, wellbeing resources, training-related benefits, mobility-related benefits or other advantages to eligible Workers (Perks).
• 3.2. The Perks Services may include account configuration, eligibility list management, access-control tools, offer publication, partner integrations, Worker communications, support, reporting, fraud-prevention measures, redemption tracking and other features agreed in an Order Form.
• 3.3. Unless expressly agreed in writing, Service Club does not act as employer, payroll provider, tax adviser, benefit-plan administrator, insurance broker, regulated financial intermediary, medical provider, transport operator, seller of third-party Perks, merchant of record for partner offers, or guarantor of any third-party provider's performance.
• 3.4. Where a Perk is provided by a third-party provider, the relevant third-party terms may apply directly between the Worker and the provider, or between the Client and the provider, depending on the commercial flow. Service Club is not responsible for third-party goods, services, availability, warranties, pricing, payment acceptance, fulfilment, regulatory compliance or customer support unless Service Club is expressly identified as the direct provider. Furthermore, Service Club is not responsible if a coupon, voucher, discount code, tracking link or offer does not work, is rejected by the merchant, expires, changes, is withdrawn, or is not honoured by the Perks Provider.

4. Account Set-Up, Client Administration and Eligibility

• 4.1. The Client shall provide accurate and lawful information required to configure the Perks Platform, including authorised administrators, Client branding, eligible Worker categories, locations, languages, eligibility rules, billing details and any operational restrictions.
• 4.2. The Client remains solely responsible for determining who is eligible to access Client-sponsored Perks and for ensuring that the eligibility criteria are lawful, objective, non-discriminatory, transparent and consistent with applicable labour, tax, equality, social security and data protection laws.
• 4.3. The Client shall ensure that its administrators use individual credentials, maintain access controls, promptly revoke access for former staff, do not share passwords and do not export, copy or retain Worker data beyond the agreed purpose.

5. Perks Content, Third-Party Offers and Client Materials

• 5.1. The Client authorises Service Club to host, format, publish, translate, communicate and display Client-approved Perks information, Client names, logos, descriptions and eligibility rules solely for the purpose of providing the Perks Services.
• 5.2. The Client warrants that any Client materials, eligibility rules, offer descriptions, logos, images, discount descriptions, terms, claims, statements or communications provided to Service Club are accurate, lawful, non-misleading, non-discriminatory and do not infringe third-party rights.
• 5.3. Service Club may refuse, edit, suspend or remove Perks content that is unlawful, inaccurate, misleading, discriminatory, unsafe, expired, technically incompatible, reputationally harmful, inconsistent with platform rules or likely to infringe third-party rights.

6. Fees, Payment, Taxes and Suspension

• 6.1. The Client shall pay the subscription fees, implementation fees, per-user fees, transaction fees, partner fees, add-on fees, support fees or other fees set out in the Order Form, pricing page or invoice. Unless expressly stated otherwise, all fees are exclusive of VAT and any applicable taxes.
• 6.2. For standard accounts, Service Club may require advance payment through Stripe, Billie or other payment infrastructure. For approved enterprise Clients, Service Club may agree invoice-based payment terms, including Net30, in writing. Unless expressly agreed otherwise, invoices are payable in full without set-off or withholding within the agreed payment term.
• 6.3. Service Club may suspend access to the Perks Platform, disable Perks, pause Worker communications, restrict reporting or withhold support where any invoice is overdue by more than five (5) calendar days, without liability for Client operational disruption. Accrued fees remain payable.
• 6.4. Where the Client elects to offer paid, premium, or co-funded Perks to its Workers, the Client is solely responsible for adhering to the applicable payment terms, funding obligations, and communication of any payroll deductions or tax implications to its Workers.

7. Data Protection and Data Sharing

• 7.1. The parties shall process personal data in accordance with Regulation (EU) 2016/679 (GDPR), Spanish Organic Law 3/2018 (LOPDGDD), Law 34/2002 (LSSI-CE), and any other applicable Spanish or EU data protection rules.
• 7.2. Role allocation depends on the processing scenario. Where Service Club processes Worker data solely on documented instructions from the Client, Service Club acts as processor and the Data Processing Agreement incorporated as Schedule 1 shall apply as an integral part of these Terms, and is deemed accepted by the Client upon acceptance of these Terms. Where Service Club determines its own purposes and means, including platform administration, account security, service improvement, fraud prevention, legal compliance and direct operational communications, Service Club acts as an independent controller. Where the parties jointly determine purposes and means, they shall put in place an arrangement compliant with Article 26 GDPR.
• 7.3. The Client shall not require Service Club to process special category data, criminal offence data, excessive identity documents, health data, union membership data or other high-risk data in the Perks context unless expressly agreed, strictly necessary, lawful, proportionate and supported by appropriate safeguards.
• 7.4. The Client shall provide any privacy notices required for its own processing and shall ensure that Workers are informed that their data may be shared with Service Club and relevant Perks providers for eligibility, access, redemption, fraud prevention, reporting and support purposes. Service Club shall provide its own privacy notice where it acts as controller.

8. Communications with Workers

• 8.1. Service Club may contact Workers by email, telephone, SMS, WhatsApp, Telegram, in-app notification or other equivalent channels for operational purposes, including access activation, eligibility confirmation, Perk availability, redemption instructions, reminders, support, fraud prevention, account security, service updates and complaints handling, subject to GDPR, LOPDGDD and LSSI-CE.
• 8.2. Marketing communications or unrelated promotional communications shall only be sent where Service Club or the relevant party has an appropriate lawful basis and complies with the LSSI-CE and applicable consent or opt-out requirements. The Client shall not use Perks communications to send unlawful marketing or unrelated communications through Service Club.

9. Fraud, Misuse and Platform Integrity

• 9.1. Service Club may suspend, restrict, remove or investigate accounts, access, redemptions or Perks where it reasonably suspects fraud, duplicate accounts, false eligibility, voucher misuse, circumvention, unauthorised sharing, abusive conduct, security risk, payment fraud, excessive redemption or breach of these Terms.
• 9.2. The Client shall promptly notify Service Club of suspected fraud, misuse, unauthorised access, credential compromise, data breach, unlawful use, abusive behaviour or third-party complaints. Service Club may preserve evidence and share relevant information with Clients, providers, payment processors, insurers, advisers or competent authorities where lawful and necessary.
• 9.3. Any reports, analytics, redemption tracking, or data provided to the Client may be approximate, delayed, dependent on third-party or affiliate tracking systems, and are not guaranteed to be complete or provided in real-time.

10. Intellectual Property, Content Restrictions and Trade Secrets

• 10.1. Service Club owns or licenses all platform technology, workflows, interfaces, databases, APIs, reports, scoring logic, designs, content, know-how, templates and materials used to provide the Perks Services. These assets may be protected by Spanish Intellectual Property Law, EU copyright principles, database rights and Spanish Trade Secrets Law 1/2019.
• 10.2. The Client receives a limited, non-exclusive, non-transferable, revocable right to access and use the Perks Platform solely for the agreed internal business purpose. The Client shall not copy, scrape, reverse engineer, benchmark, reproduce, sublicense, resell, disclose, use to train AI systems, or use Service Club materials to build or support competing services.

11. Service Availability, Changes and Third-Party Dependencies

• 11.1. The Perks Platform is provided on an "as is" and "as available" basis, subject to any express service levels agreed in an Order Form. Service Club does not warrant uninterrupted, error-free or virus-free operation, nor the availability of every third-party Perk at all times.
• 11.2. Service Club may modify non-material features, integrations, providers, redemption flows, user interfaces or platform rules where reasonably necessary for security, compliance, fraud prevention, business continuity, provider requirements or service improvement, provided that the material agreed functionality is not substantially reduced.

12. Client Warranties and Indemnity

• 12.1. The Client warrants that it will comply with labour, tax, social security, equality, occupational-risk prevention, data protection, electronic communications and consumer rules applicable to its own Perks programme, Worker relationships and Client-side communications.
• 12.2. The Client shall indemnify Service Club against claims, penalties, damages, losses and reasonable legal costs arising from Client materials, unlawful eligibility rules, Client-side employment/tax treatment, misuse of Worker data, unlawful communications, third-party claims, provider disputes caused by the Client, or breach of these Terms, except to the extent directly caused by Service Club's wilful misconduct or gross negligence.

13. Liability

• 13.1. To the maximum extent permitted by Spanish law, Service Club shall not be liable for third-party Perk availability, Worker dissatisfaction, Client employment decisions, tax or benefit classification, Client-side discrimination, provider non-performance, payment provider outages, Worker misuse, fraud, indirect losses, loss of profit, loss of business, loss of goodwill, loss of data or business interruption.
• 13.2. Subject to mandatory law, Service Club's aggregate liability arising out of or in connection with the Perks Services shall not exceed the fees paid by the Client for the Perks Services giving rise to the claim during the twelve (12) months preceding the event.

14. Term, Termination and Survival

• 14.1. The term, renewal and termination rights are those set out in the Order Form. Rolling arrangements may be terminated on thirty (30) days' written notice unless otherwise agreed. Fixed-term arrangements renew or expire as stated in the Order Form.
• 14.2. Service Club may suspend or terminate immediately for non-payment, unlawful eligibility rules, data misuse, security risk, fraud, platform abuse, IP breach, confidentiality breach, reputational risk or material breach. Accrued payment obligations, confidentiality, IP, data protection, liability limits, indemnities and governing law survive termination.

15. Governing Law and Jurisdiction

• 15.1. These Terms, the Order Form, the integrated Data Processing Agreement and any contractual or non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of Spain and, where applicable, directly applicable European Union law.
• 15.2. Before bringing any court proceedings, the parties shall first attempt to resolve any dispute in good faith through direct negotiations or, where required by applicable Spanish procedural law, through an appropriate means of dispute resolution (Medio Adecuado de Solución de Controversias or MASC) in accordance with Spanish Organic Law 1/2025 and any applicable implementing or amending rules.
• 15.3. If the dispute is not resolved through such negotiations or MASC, the parties submit to the exclusive jurisdiction of the courts and tribunals of Barcelona, Spain, without prejudice to any mandatory rules that cannot be contractually excluded.