Terms and Conditions of Service and Use


Background

These Terms and Conditions of Service and Use ("Terms") govern your use of the Thrive website, www.mythrive.co.uk (the "Platform"), and all products, tools, software, and services accessed through it, including mobile applications and any other associated services.

Thrive by Blackfinch Limited is a company registered in England and Wales under company number 13734526.

Our registered office is:
Unit 2-3 Meadow Barn
Elkstone Studios
Cheltenham
Gloucestershire
England
GL53 9PQ
.

Thrive provides innovative technology enabling UK employers and their employees to access a workplace pension scheme and related services through its software-as-a-service platform (the “Platform”). The Platform allows Customers to manage auto-enrolment processes, integrate with payroll systems, and oversee pension administration in a secure and compliant environment.

The Platform also offers digital tools and resources designed to help Relevant Members better understand and engage with their financial wellbeing, retirement planning, and investment options. Through this technology, Thrive aims to support improved engagement and outcomes for Participating Employers and Relevant Members in relation to workplace pensions.

These Terms apply whether you are a guest on the Platform, a Relevant Member of the Scheme or deferred member (see clause 4) a Participating Employer (see clause 3), or an Adviser acting on behalf of a Participating Employer (see clause 2). By accessing or using the Platform, or otherwise indicating your consent, you agree to be bound by these Terms. If you do not agree with or accept these Terms, please do not use the Platform.

Please note that acceptance of these Terms does not constitute participation in the Scheme.

Thrive is not authorised or regulated by the Financial Conduct Authority to provide regulated financial advice within the meaning of the Financial Services and Markets Act 2000 and, as such, no advice is provided or implied by Thrive in these Terms or elsewhere on the Platform.


When These Terms Apply

These Terms apply to all services provided by Thrive, including where those services are delivered in collaboration with third-party partners engaged in supporting the Thrive platform.

When You First Open Your Thrive Account
By entering your email address on the Thrive website or mobile application, you are creating a Thrive Account and agreeing to be bound by these Terms in relation to your use of any Thrive services.

When You Acquire a Thrive Scheme
By initiating the process of consolidating your existing pensions into a Thrive scheme, or by opening a new pension scheme via Thrive, you are acquiring a Thrive Scheme and agree that all of these Terms apply to both your Thrive scheme and to any Thrive services provided before or after it is established.

There is no fixed term for Relevant Members or advisors using Thrives services. If you wish to close your Thrive scheme or terminate your relationship with Thrive, you can notify us in writing to the address at the top of this document, via email using help@mythrive.co.uk, or call us on 01452 922000.  


1. Registration

1. By registering on our Platform, you acknowledge that you are entering into a contractual Agreement with Thrive under these Terms.

2. If you are assigned, or choose a username, password, or any other piece of security information as part of our access controls, you are responsible for keeping that information secure and confidential. You must not share it with anyone else, except where expressly permitted by these Terms. Thrive reserves the right to deactivate any username or password, whether selected by you or issued by us, if we reasonably believe you have breached any part of these Terms.

3. If you become aware of, or suspect, any unauthorised access to your account or disclosure of your log in credentials, you must inform Thrive without delay.

4. By continuing to use the Platform or access our services, you confirm that you have the necessary authority and legal capacity to accept and comply with these Terms.


2. Advisers

If you are acting in the capacity of an Adviser, the following terms apply to you, in addition to clauses 5-22:

1. By acting as an Adviser, you confirm that you are duly authorised and legally entitled to represent the Participating Employers listed within your Adviser account.

2. A Primary Adviser may grant access to another adviser (a Secondary Adviser) to assist in managing the Participating Employers associated with the Primary Adviser’s account. This is done by adding a user and sending an invitation through the Adviser Portal. If the Secondary Adviser is not already registered with Thrive, they will be required to complete the registration process. The Primary Adviser accepts full responsibility and liability for all activities carried out within their account, whether those actions are performed by them directly or by the Secondary Adviser. Access granted to a Secondary Adviser can be revoked by the Primary Adviser at any time.

3. Advisers may transfer clients into the Thrive scheme from another qualifying auto-enrolment workplace pension scheme. However, the Adviser understands that the client may require guidance from a financial adviser regulated by the Financial Conduct Authority (FCA). Thrive does not provide regulated financial advice.

4. It is the sole responsibility of the Adviser to ensure that all account information is accurate and kept up to date. The Adviser must promptly inform Thrive of any changes, inaccuracies, or omissions in the information provided.


3. Participating Employers

If you are a Participating Employer, the following terms apply to you, in addition to clauses 5 to 22 (inclusive):

1. Employers may become Participating Employers by registering and setting up a workplace pension scheme through the Thrive Platform. By agreeing to these Terms, the Participating Employer is granted a limited, non-transferable, revocable, and non-exclusive licence to access and use the Platform and its associated services.

2. To register as a Participating Employer, you must provide the following information:
a) The full legal name of the company, its registered office address, and any other relevant postal address if different;
b) The full name, job title, email address, and telephone number of an authorised representative (Primary Key Contact);
c) The details (name, role, email address, and telephone number) of any third-party Adviser authorised to act on your behalf;
d) The employer’s staging date;
e)  The UK bank account details (sort code, account number, and account name) from which payments related to the scheme will be made.

3. For each Relevant Member you intend to enrol in the scheme, the following information must be submitted to Thrive and kept up to date:
a) Full name, address, email address, telephone number, and date of birth of the Relevant Member;
b) Confirmation that the Relevant Member lives and works in the UK
c) Details including the Relevant Member’s start date, job title, and earnings;
d) Contribution details, including:
i) Contributions the Participating Employer will make;
ii) Contributions the Relevant Member will make, and the frequency and timing of such payments;
iii) Amendments to any contribution changes made by the Participating Employer or Relevant Member;
e) Any additional information reasonably requested by Thrive or outlined in its Privacy Policy.

4. Participating Employers acknowledge and agree that if a third-partyAdviser is authorised to act on their behalf, Thrive is not responsible for verifying that Adviser’s instructions or actions. Thrive may rely on and act upon those instructions without recourse or liability.

5. It is the sole responsibility of the Participating Employer to ensure that all account and Relevant Member information remains accurate and current. Participating Employers must notify Thrive immediately if any information changes, is found to be inaccurate, or becomes incomplete. This includes notifying Thrive if an Adviser is no longer authorised to act on the Employer’s behalf or if a Relevant Member leaves the organisation.

6. While registered as a Participating Employer, you are required to comply at all times with the Scheme Rules, all applicable legal and regulatory requirements (including payroll obligations), and these Terms.

7. These Terms do not imply that Thrive is responsible for your compliance with the Pensions Act 2008 or any other applicable legislation, including tax obligations. Full responsibility for such compliance remains with theParticipating Employer.

8. Thrive does not guarantee or accept any responsibility for the performance or conduct of any Adviser a Participating Employer chooses to engage.

9. If Thrive introduces changes to its Terms or decides to implement additional service charges (whether voluntary or required by law), it will make reasonable efforts to provide Participating Employers and Relevant Members with at least 30 day’s written notice.


4. Relevant Member/Employees/Users

If you are a Relevant Member/user, the following provisions apply to you, in addition to clauses 5 to 22 (inclusive): 

1. Access to Services. You have access to a range of digital tools, resources, and services intended to improve your understanding of, and engagement with, financial and retirement planning. These services are designed to support and enhance your engagement and outcomes in relation to workplace pensions, financial wellbeing, and investment services.

2. Core Services. Without limiting the generality of the foregoing, Thrives services include:
a) Financial wellbeing content, tools, assessments, and employee support services aimed at improving financial literacy and decision-making; and
b) Access to investment-related insights, education, products, and decision-support tools tailored to your individual profile.

3. Service Flexibility. Thrive may, from time to time, enhance, modify, or introduce new features, services, or modules within the Platform, provided such changes are broadly consistent with the purpose of supporting Thrives core services within workplace pensions, financial wellbeing, and investment engagement. Thrive shall not be obliged to provide any particular feature or service except as expressly agreed in these terms.

4. If you meet the eligibility criteria, your employer is required to automatically enrol you into a qualifying workplace pension scheme. If your employer is a Participating Employer, they may enrol you into the pension scheme offered in partnership with our Preferred pension provider. Upon enrolment, you will become a Relevant Member of the Scheme and will receive a unique identification code and password granting you access to the secure Member Portal on our Platform or member mobile application.

5. Once enrolled, you may choose to remain in the Scheme or opt out. You can opt out within 30 days of your joining date (the "Opt-Out Period"). If you leave the Scheme after the Opt-Out Period, any contributions made up to that point will remain invested until your retirement.

6. Should you decide to remain in the Scheme, and by agreeing to these Terms, you are granted a non-transferable, revocable, and non-exclusive licence to use theMember Portal and mobile application and other Platform functionalities provided by Thrive, in partnership with our Preferred pension provider.

7. You may adjust your contribution levels and choose how your pension contributions are invested. If you do not make an investment selection, your funds will be automatically allocated to a default fund. You may change your investment preferences at any time. Please note that the value of investments can rise or fall; Thrive and our Preferred pension provider cannot be held liable for changes in the value of any specific fund. You will receive an annual statement with details of your investment performance and options.

8. You will be considered an Active Relevant Member as long as you continue to make contributions. You will cease to be an Active Relevant Member under the following circumstances:
a) You opt out or withdraw from the Scheme;
b) Your employment with the Participating Employer ends;
c) You access your pension benefits prior to your retirement age;
d) You transfer your pension pot to another provider;
e)  You pass away before accessing your funds.

9. If you stop contributing but still have funds in the Scheme, you will become a Deferred Relevant Member. This status remains until one of the following events occurs:
(a) You are re-enrolled or opt back into the Scheme;
(b) You become employed again by a Participating Employer;
(c) You begin drawing your pension benefits.

10. As a Deferred Relevant Member, you will continue to have access to the Platform, Member Portal, and the Member Mobile Application. This access will enable you to view your annual pension statements and other important documentation related to your pension scheme. Additionally, your access to the Member mobile application will remain available, regardless of your deferred Relevant Member status of the pension scheme. We reserve the right to limit such access to certain elements of the offering within Thrive services if applicable and to charge for continued access to certain elements.

11. An Annual Member Charge will be applied by our Preferred pension provider as a percentage of your average assets under management. The specific rate and how it is calculated are set out in Preferred pension provider’s own documents and terms. Please refer to their Scheme Rules and investment guide, available on the Preferred pension providers website, for full details of any charges. Thrive, together with Preferred pension provider, does not apply separate transaction or administration fees as part of your membership.


5. Additional Thrive Relevant Member Services:

As part of Thrives commitment to supporting your broader financial wellbeing, Relevant Members may be provided with access Financial Coaching and assistance with Consolidation of existing pensions as set out in Appendices A & B.

 6. Access

1. Employer Access to the Platform: Participating Employers are granted access to Thrive’s Platform and associated services in accordance with a separate Software-as-a-Service (SaaS) Agreement. This governs pricing, subscription terms, user limits, and service levels. These Terms apply to usage of the Platform by all parties (Relevant Members, Employers,Advisers), but where a conflict arises between these Terms and the SaaS Agreement for a Participating Employer, the SaaS Agreement shall prevail.

2. Access to the Platform is provided at no charge to Relevant Members.However, access for Participating Employers is subject to aSoftware-as-a-Service (SaaS) fee, the terms of which are governed by a separate Agreement. Details regarding this fee, including pricing, payment terms, and service scope, can be found in the Thrive SaaS Agreement.

3. Thrive shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for maintenance provided that Thrive has used reasonable endeavours to give the Participating Employer,Relevant member or Adviser at least 6 Normal Business Hours' notice in advance.Thrive does not guarantee that the Platform or any of its content will always be available or free from interruptions and it is not liable for any periods of unavailability. 

4. You are responsible for ensuring you have the necessary technical means and internet access to use the Platforms and the services made available through the Thrive Platform.

5. The Thrive Platform and services are intended for users located in the United Kingdom. Thrive makes no representation that the content or services are appropriate or available outside of the UK and reserves the right to restrictor block access in other territories.

6. When using the Platform, you agree to the following:

a) You must not upload, transmit, store, or distribute any malicious software or materials that:
b) Are unlawful, harmful, defamatory, obscene, harassing, or otherwise offensive;
c) Encourage or facilitate illegal activity;
d) Incite violence or hatred;
e) Are discriminatory based on characteristics such as race, gender, religion, sexual orientation, or disability;
f)  Cause harm or damage to any person or property. Thrive reserves the right to suspend or terminate access for anyone found in breach of these terms, without prior notice or liability.
g) You must not attempt to copy, modify, reproduce, republish, transmit, or distribute any portion of the Platform’s software or documentation. Any effort to reverse-engineer, decompile, or extract source code or proprietary functionality is strictly prohibited.
h) You may not use the Platform in whole or in part to create, market, or deliver a competing product or service, nor may you use it to offer services to third parties.

7. You must take all reasonable measures to prevent unauthorised access toor use of the Thrive Platform. If you become aware of any such unauthorised activity, you are required to notify Thrive promptly.


7. Scheme Rules

1. The pension scheme is provided in partnership with our Preferred pension provider. The Scheme Rules, maintained and administered by our Preferred pension provider, govern the operation of the pension scheme. These rules outline key aspects including scheme administration, investment powers, the rights and responsibilities of Participating Employers, and the eligibility criteria and entitlements for Relevant Members. For full details on how the scheme is managed and what your obligations and rights are under it, please refer to the guidance and Scheme Rules available on our Preferred pension providers website.

2. You agree to comply at all times with the terms set out in our Preferred pension providers Scheme Rules. In the event of any inconsistency between theseTerms and the Scheme Rules, the provisions of the Scheme Rules - as the legally governing document for the Scheme - will take precedence.

8. Thrive’s Services

1. Employer Services

Thrive provides Participating Employers with access to its multi-channel platform, including the Employer Portal and associated tools and integrations. Services may include:

a) Implementation and onboarding support
b) Access to workplace pensions via our Preferred pension partner
c) Tools to manage employee enrolment and contributions

2. The scope of services available to Participating Employers is further detailed in the Thrive SaaS Agreement. Services are delivered in accordance with these Terms and may be updated over time in line with product development.

3. Thrives role is to facilitate Participating Employer’s access to its Platform and services. We do not administer the pension scheme itself, nor are we responsible for its regulatory governance. Any questions or disputes regarding the Scheme’s operation, governance, or trusteeship must be addressed to the Scheme Administrator or Trustee, as set out in the Preferred pension provider Scheme Rules.

2. Relevant Member Services  

1. Access to Services. You have access to a range of digital tools, resources, and services intended to improve your understanding of, and engagement with, financial and retirement planning. These services are designed to support and enhance your engagement and outcomes in relation to workplace pensions, financial wellbeing, and investment services.

2. Core Services. Without limiting the generality of the foregoing, Thrives services include:

a) Financial wellbeing content, tools, assessments, and employee support services aimed at improving financial literacy and decision-making; and
b) Access to investment-related insights, education, products, and decision-support tools tailored to your individual profile.

3. Service Flexibility. Thrive may, from time to time, enhance, modify, or introduce new features, services, or modules within the Platform, provided such changes are broadly consistent with the purpose of supporting Thrives core services within workplace pensions, financial wellbeing, and investment engagement. Thrive shall not be obliged to provide any particular feature or service except as expressly agreed in these terms.

4. All content, tools, and guidance provided are for general information purposes only. They do not constitute legal, financial, technical, or professional advice and should not be relied upon as such.

5. Thrive does not guarantee uninterrupted or error-free access to services and is not liable for delays, failures, or losses related to data transmission over the internet or other communication networks beyond our control.

6. While Thrive holds and maintains the necessary licences, consents, and permissions to deliver its services, we are not a regulated entity and do not manage or operate the pension Scheme directly. Oversight and governance of the Scheme, including the holding of pension assets, is the responsibility of Preferred pension provider. Please refer to their Scheme Rules for full details.


3. Adviser Services

1. Thrive provides authorised advisers with tools and platform access to support their clients, which may include:
a) Viewing client account information (subject to permissions)
b) Assisting with onboarding and contribution management

2. Where adviser access to the Platform requires third-party software, Thrive will make reasonable efforts to inform advisers of any applicable licence terms or conditions that must be accepted before use.

3. Thrive’s service commitments do not apply where issues result from incomplete or inaccurate information provided by you or your authorised adviser.


 4. Thrive Obligations

Thrive will exercise reasonable skill and care in performing the Services and fulfilling its obligations within these terms. Services may evolve over time in line with product development.

1. Thrive shall auto enrol the Participating Employer’s employees onto the Scheme and once enrolled such employees shall be deemed Relevant Members.   Relevant Members will be able to select to invest into the full range of other pension funds that are presented by Thrive in the app.

2. Thrive shall provide the Participating Employer with access to its software-as-a-service platform (the “Platform”), designed to support and enhance Relevant Member engagement and outcomes in relation to workplace pensions, financial wellbeing, and investment services. Thrive’s Platform shall enable the Participating Employer to offer its Relevant Members a range of digital tools, resources, and services intended to improve their understanding of, and engagement with, financial and retirement planning. 

3. Core Services. Without limiting the generality of the foregoing,Thrive’s services will include: 

a) Tools and services relating to the communication, management, and administration of the workplace pension scheme for Participating Employers. 
b) Financial wellbeing content, tools, assessments, and employee support services aimed at improving financial literacy and decision-making for Relevant Members. 
c) Access to investment-related insights, education, products and decision-support tools tailored to individual employee profiles for Relevant Members. 

4. Service Flexibility. Thrive may, from time to time, enhance, modify, or introduce new features, services, or modules within the Platform, provided such changes are broadly consistent with the purpose of supporting Thrive's core services within workplace pensions, financial wellbeing, and investment engagement. Thrive shall not be obliged to provide any particular feature or service except as expressly agreed in the SaaS agreement.5. Support and Maintenance. Thrive shall provide reasonable technical support and Platform maintenance services in accordance with its standard service levels, as may be updated from time to time and communicated to the Participatingmployer.  

6. Thrive shall retain the right to change the pension Scheme to another pension provider.


8. Your Obligations

8.1 The Participating Employer shall:

a) switch the workplace pension provided to qualifying employees from their current provider to Thrive.
b) on-board all employees onto the Thrive Employer Portal.
c) work with Thrive to promote the Thrive product, services and features to all of its employees to encourage maximum engagement.  
d) enter into a Deed of Participation Agreement with the provider of the Scheme
e) provide Thrive with:                                                                
 i. all necessary co-operation in relation to the SaaS Agreement; and
  ii. all necessary access to such information as may be required by Thrive;
f) comply with the terms of the SaaS Agreement and ensure that Relevant Members comply with this Terms and Conditions of Service and Use and with Thrives Privacy Policy.
g) comply with all applicable laws and regulations with respect to its activities under the SaaS Agreement;
h) carry out all other responsibilities set out in the SaaS Agreement in a timely and efficient manner;
i) use reasonable endeavours to ensure that the Relevant Members use the Services in accordance with the Terms and Conditions of Service and Use;
j)  ensure that its network and systems comply with the relevant specifications provided by Thrive from time to time; and
k) be, to the extent permitted by law and except as otherwise expressly provided in the SaaS Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Thrive's data centres.

8.2 The Participating Employer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data supplied to Thrive.

All users of Thrive shall not:

8.3        
(a) Users of Thrive shall not except as may be permitted by any applicable law which is incapable of exclusion under these Terms:    
i. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
ii. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
(b) access all or any part of the Services in order to build a product or service which competes with the Services; or
(c) use the Services to provide services to third parties; or
(d) subject to the terms of the SaaS Agreement, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than where a Participating Employer is assisting Relevant Members to access the Services legitimately in accordance with the SaaS Agreement. other than as provided under Schedule 1; or
(f) introduce or permit the introduction of any Virus or Vulnerability into the Services or Thrive's network and information systems.  
(g) For the avoidance of doubt this clause 8.3 shall apply to any content created or provided by Thrive as part of the Services.  

8.4 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Thrive App and, in the event of any such unauthorised access or use, promptly notify Thrive.


9. Data Protection

We are committed to protecting your personal data and handling it in accordance with applicable data protection laws. Details of how we collect, use, store, and protect your information are set out in our Privacy Policy.

By using our Services, you acknowledge that you have read and understood the Privacy Policy and agree to comply with it when using the Platform. You must not use our services in anyway that would cause Thrive to breach applicable data protection or privacy laws.


10. Charges and Payment

1. Relevant Members are not charged for access to the platform, aside from the Annual Member Charge described in clause 4.11, which applies to assets under management within the pension Scheme.

2. Participating Employers are subject to a Software-as-a-Service (SaaS)fee for access to and use of the Thrive platform and its associated services.Details of this charge - including billing frequency, service scope, and payment terms - are outlined in the separate SaaS Agreement, which forms part of the contractual relationship between the Participating Employer and Thrive.

3. Advisers are not currently charged for use of the Platform or Service sunder these Terms.

4. Should Thrive introduce new or revised charges to Advisers or Participating Employers not already governed by a SaaS Agreement, written notice will be provided at least 60 days in advance of those charges taking effect.


11. Proprietary Rights Intellectual Property Rights

All intellectual property rights in the Thrive Platform, applications, content, and associated services (including but not limited to software, documentation, design elements, and proprietary tools) are owned by Thrive and/or its licensors.

Except as expressly permitted in these Terms, you do not acquire any rights, title, or interest in or to the Platform or any of its content. All patents, copyrights, database rights, trade secrets, trade names, trademarks (registered or unregistered), and all other intellectual property rights remain the exclusive property of Thrive and/or its licensors.

All rights note expressly granted in these Terms are reserved.


12. Confidentiality

1. For the purposes of these Terms, "Confidential Information"means all information, in any form, disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential in nature. However, Confidential Information does not include information that:

a) is or becomes publicly available through no fault or action of the receiving party;
b) was lawfully in the receiving party’s possession before it was disclosed by the disclosing party;
c) is disclosed to the receiving party by a third party lawfully and without any duty of confidentiality; or
d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as evidenced by written records. 

2. Unless required by law or otherwise permitted under clause 12.3, each party agrees to:

a) Treat the other party’s Confidential Information as strictly confidential;
b) Not disclose it to any third party without prior written consent;
c) Only use the Confidential Information as necessary to fulfil its obligations under these Terms.

3. A party may disclose the other party’s Confidential Information where such disclosure is required by applicable law, regulation, a competent court, or a governmental or regulatory authority. In such cases, the disclosing party will (to the extent legally permissible) notify the other party in advance and cooperate reasonably to limit the scope of the disclosure.

13. Limitation of Liability

1. Subject to clause 13.3 To the fullest extent permitted by applicable law, all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are excluded from these Terms.

2. Subject to clause 13.3 Thrive shall not be liable for any:

a) loss of profits, revenue, business, goodwill, or data;
b) wasted expenditure or economic loss;
c) indirect, incidental, or consequential damages of any kind.

3.  Notwithstanding any other term of these Terms nothing in these Terms shall limit or exclude liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.

4. Disclaimer: The Platform and the Services are provided by Thrive on an “as is” and “as available” basis. Subject to clause 13.3 above to the fullest extent permitted by law, Thrive disclaims all representations, warranties, and conditions - whether express or implied - including, but not limited to:

a) Any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, or non-infringement;
b) Any warranty that the Platform, Services, or Scheme will meet your specific requirements or will be uninterrupted, secure, timely, or error-free, or that they will include any particular functionality or features;
c) Any implied warranties that may arise from course of dealing, usage, or trade practice.

5. Except where explicitly stated in these Terms and subject to clause 13.3:

a) You are solely responsible for the outcomes obtained from your use of the Services and any related documentation, and for any decisions or actions taken based on that use.
b) Thrive shall not be held liable for any loss or damage caused by errors or omissions in information, instructions, or data provided to Thrive by a Relevant Member, Adviser, Participating Employer, or their authorised representatives, or for any actions taken by Thrive based on such inputs.
c) Thrive’s total aggregate liability arising from or in connection with these Terms, whether in contract, tort, or otherwise, shall be limited to:
d) £100, where the claimant is a Participating Employer or Adviser; or
e) The greater of £100 or the total Annual Member Charges paid by the Relevant Member in the six-month period immediately prior to the event giving rise to the claim. Nothing in this section shall prevent or restrict either party’s obligation to mitigate any losses or damages suffered.


14. Tax and Contributions

1. Employer Contributions & Tax Relief
Contributions to our Preferred pension provider may be arranged via salary sacrifice, net pay, or other employer payroll methods. Tax relief is typically applied through payroll processes managed by your employer. Thrive plays no role in administering or validating the tax treatment of contributions.

2. Salary Sacrifice Arrangements
Where an employer has implemented a salary sacrifice arrangement in connection with Thrive, the employer is solely responsible for setting up and operating that arrangement. This includes ensuring compliance with tax and employment regulations, maintaining payroll accuracy, and communicating terms clearly to Relevant Members. Thrive does not provide documentation, advice, or support relating to the legal or tax structuring of salary sacrifice schemes and will not be held liable for any consequences arising from their use.

3. Relevant Member/Employee/User Responsibility
You are responsible for ensuring your total pension contributions (across all schemes) remain within HMRC’s Annual Allowance or other applicable limits. Thrive does not monitor your tax position or track aggregate contributions. If HMRC determines that a tax charge applies, such as for exceeding the Annual Allowance or in relation to pension lump sums, you are personally responsible for that liability. Our preferred pension provider may deduct the appropriate amounts from your pension account, or you may be required to settle the charge directly with HMRC.

4. Tax Advice
Thrive does not offer tax or financial advice. If you are unsure of your tax position or the implications of your contributions, we strongly recommend consulting an independent tax adviser.

5. Contribution Refunds
Refunds of contributions are only available in limited situations permitted by law and are subject to our preferred pension provider’s discretion and processing.

6. International Tax Reporting
Thrive and its partners may be required to comply with tax reporting obligations under UK law and international Agreements (such as FATCA and CRS). This may involve sharing your personal and account information with HMRC or overseas tax authorities and applying withholding taxes where required.


15. Term and Termination

15.1 Employers

For Participating Employers, the term and termination provisions mirror those in the Thrive SaaS Agreement:

1. Term for Employers
a) For employers, the term of these Terms is as set out in the Thrive SaaS Agreement. These Terms will remain in effect for the duration of the SaaS Agreement and for as long as you use Thrive’s Services.

2. Termination Rights for Employers
For employers, the termination rights under these Terms are as set out in the Thrive SaaS Agreement. These Terms will automatically terminate if the Thrive SaaS Agreement is terminated.

Consequences of Termination for Employers

3. On termination of this Agreement for any reason:
a) All licences granted under the SaaS Agreement shall immediately terminate and the Participating Employer shall immediately cease all use of the Services;
b) Each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;
c) Thrive may destroy or otherwise dispose of any Customer Data in its possession; and
d) Any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination shall not be affected or prejudiced.

15.2 Relevant Members

a) Thrive may suspend or terminate your access to the Services with immediate effect upon written notice if required to do so by law, or if we have reasonable grounds to believe your account has been compromised, accessed fraudulently, or used inappropriately.
b) Thrive may also terminate your access if you are in breach of your obligations under these Terms. Where a breach can be remedied, we will provide written notice (notice of breach) and allow 14 days from the date of notice of breach for you to resolve the issue. If you fail to do so within that period Thrive shall be entitled to issue a termination notice terminating with immediate effect
c) Upon termination:
(a) all licences and rights granted to you under these Terms will cease immediately (subject to any provisions which expressly survive termination);
(b) any obligations, rights, or remedies that have accrued before the date of termination will remain unaffected, including the right to seek compensation for breaches of these Terms.

15.3 Advisers

a) Thrive may suspend or terminate your adviser account and access to theServices with immediate effect if required by law, if we believe your account has been compromised, accessed fraudulently, or used inappropriately, or if you are in serious or repeated breach of these Terms.
b) Thrive may also terminate your access if you are in breach of your obligations under these Terms. Where a breach can be remedied, we will provide written notice (notice of breach) and allow 14 days from the date of the notice of breach for you to resolve the issue. If you fail to do so within that period Thrive shall be entitled to issue a termination notice terminating with immediate effect.
c) Upon termination:
(a) all licences and rights granted to you under these Terms will cease immediately (subject to any provisions which expressly survive termination);
(b) any accrued rights, remedies, obligations, or liabilities up to the date of termination will remain unaffected.

15.4 Our Appointed Pension Partner’s Scheme Rules

a) If you are a Participating Employer or a Relevant Member, your involvement in the Scheme may be ended in accordance with the provisions set out in our preferred pension provider Scheme Rules.


16. Changes to These Terms

1. Thrive may update  or modify these Terms from time to time.

17. General Terms

1. Waiver
A delay or failure by either party to enforce any provision of these Terms shall not constitute a waiver of that right or any other rights. Similarly, the partial enforcement of any right or remedy does not prevent its further enforcement or the exercise of any other right or remedy under these Terms or in law.

2. Severability
If any provision, or part of a provision, of these Terms is determined by a court or authority of competent jurisdiction to be unlawful, invalid, or unenforceable, that specific element shall be removed or modified to the extent necessary to make it valid and enforceable, without affecting the remaining provisions, which will continue in full force and effect.

3. No Partnership or Agency
Nothing in these Terms is intended to establish, nor shall it be construed as creating, a partnership, joint venture, or agency relationship between the parties. Neither party has the authority to act on behalf of or legally bind the other in any manner.

4. Force Majeure
Neither party shall be in breach of these Terms, nor otherwise liable for any delay or failure in the performance of its obligations, for so long as and to the extent that such delay or failure results from events, circumstances, or causes beyond its reasonable control.

5. Entire Agreement
These Terms, together with our preferred pension providers Scheme Rules and SaaS Agreement in the case of Employers, represent the full and complete Agreement between the parties with respect to the subject matter herein. They supersede any prior Agreements, communications, or understandings (whether oral or written). Each party confirms that in entering into these Terms, it has not relied upon any statement or representation not expressly set out in these Terms or the Scheme Rules.

6. Conflict
If there is an inconsistency between any of the provisions in the main body of these Terms, the provisions in the main body of these Terms shall prevail.

7. Variation
No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

8. Assignment
81.1  The Participating Employer, Relevant Member or Adviser shall not, without the prior written consent of Thrive, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms.

81.2 Thrive may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms to any Group Company.

9. Third-Party Rights
No person or entity other than the parties to these Terms shall have any rights to enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999, except where expressly stated. This does not affect any rights or remedies that may exist independently of that Act.


18. Notices

1. If you, as an Adviser or Relevant Member, are required to provide notice to Thrive under these Terms, such communication may be given by email to help@mythrive.co.uk, or may be delivered by hand, sent by pre-paid first-class post, or recorded delivery to the address stated at the beginning of these Terms, or to any alternative address that Thrive may notify to you for this purpose. Where you have registered an account with Thrive, any notice from Thrive to you under these Terms may be sent by email to the address associated with your Thrive account, or by pre-paid first-class post or recorded delivery to the postal address provided during your registration, unless you have subsequently updated this address in writing.

2. Notices delivered by hand shall be deemed received at the time of delivery, provided this occurs during normal business hours. If delivered outside business hours, the notice shall be deemed received at 9:00 a.m. on the next working day. Notices sent by pre-paid first-class post or recorded delivery shall be deemed received two business days after the date of posting, provided they are correctly addressed. Notices sent by email shall be deemed received at the time of transmission, provided no delivery failure notification is received.

3. For Participating Employers, the procedure for giving or receiving notices is governed by the terms of the Thrive SaaS Agreement between Thrive and the Participating Employer. Participating Employers should refer to that agreement for the applicable notice provisions.


19. Governing Law and Jurisdiction
These Terms, and any dispute or claim arising from or relating to them - including any non-contractual obligations - shall be governed by and interpreted in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to resolve any dispute or claim that arises in connection with these Terms.


20. Interpretation
The definitions and rules of interpretation in this clause apply in these terms

1. Clause, schedule and paragraph headings shall not affect the interpretation of these terms.

2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

3. A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

4. Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.

5. Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.  

6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these terms.

7. A reference to a statute or statutory provision includes all subordinate legislation made as at the date of these terms under that statute or statutory provision.

8. A reference to writing or written excludes fax but not email.

9. References to clauses and schedules are to the clauses and schedules of these terms; references to paragraphs are to paragraphs of the relevant schedule and clauses of these terms.


21. Indemnity for Third-Party Breaches
If you authorise any third party (including but not limited to financial advisers, payroll providers, or software integrators) to access or interact with the Thrive Platform or Services on your behalf, you agree to indemnify and hold harmless Thrive by Blackfinch, its directors and affiliates against any claims, losses, liabilities, damages, or expenses (including reasonable legal fees) arising from:

a) Any breach of these Terms by the third party;
b) Any negligent, unlawful, or unauthorised acts or omissions by that third party; or
c) Any access to or misuse of your data or the platform by that third party.

Thrive by Blackfinch shall not be liable for verifying the identity, authority, or suitability of any third party you appoint or authorise, and all such engagement is at your sole risk and responsibility.


 22. Complaints

We endeavour to deliver a first-class service to our clients, but we recognise that there maybe occasions when we fail to meet your expectations. You may request a copy of our complaints-handling procedure at any time. If you wish to make a complaint, please contact us using the details below:

Contact Us: 01452922000

Email: help@mythrive.co.uk

Post: Thrive by Blackfinch, Units 2-3 Meadow Barn, Elkstone Studios, Elkstone,Nr Cheltenham, United Kingdom, GL53 9PQ.

If your complaint is regarding our Preferred pension provider, please contact them directly.

Every complaint is taken seriously, and our goal is to investigate and resolve matters fairly and promptly.

Making a complaint will not prejudice your right to take legal proceedings.


Glossary of definitions:

Adviser:

An individual or entity authorised to act on behalf of a Relevant Member/Member or Participating Employer in relation to the management of a workplace pension scheme, and who has registered with Thrive as an Adviser through the Platform.

Adviser Portal:
A secure area of the Platform made available to Advisers, enabling them to create, manage, and monitor client accounts and employer schemes.

Confidential Information:
Information that is proprietary or confidential and is either clearly labelled as such or identified as confidential information by any party.

Controller, Processor, Data Subject, and Personal Data:
Shall have the meanings assigned to them in applicable Data Protection Legislation, including the UK General Data Protection Regulation (UK GDPR).

Data Protection Legislation:
Includes the UK General Data Protection Regulation, the Data Protection Act 2018, and any other relevant legislation or regulations relating to the processing of personal data and privacy, including guidance and codes issued by the UK Information Commissioner’s Office (ICO), as updated from time to time.

Deferred Relevant Member/employee/user:
An individual who was previously an active Thrive user through their employer but no longer contributes via payroll. Deferred Relevant Members may retain limited access to their account and data but are no longer eligible for employer-linked benefits. Access and features are subject to current Terms & Conditions and may change without notice.

Documentation:
Any user guides, technical instructions, or service descriptions published by Thrive via its official Platform describing the functionality, configuration, and use of the Services.

Enrolled:
A Relevant Member is considered "Enrolled" in the Scheme once they have been assessed and automatically enrolled by a Participating Employer and have not opted out in accordance with statutory timeframes.

Employer Portal:
The suite of online tools and services provided by Thrive that enables Participating Employers to manage employee information, pension communications, and data exchanges related to the workplace pension scheme.

Fund:
Refers to any of the investment funds offered through our Preferred pension provider, including default investment strategies and specialist options such as Sharia-compliant or ethical funds, as listed and described on their website.

Group Company: in relation to the Employer/Relevant Member/Advisers, or Thrive, any subsidiary or holding company from time to time and any subsidiary or holding company of that company.

Implementation Date:
The date a Participating Employer complies with its legal duties under workplace pension legislation by enrolling Relevant Members into a qualifying scheme, whether on the statutory staging date or a deferred/postponed date where permitted.

Joining Date:
The date on which a Relevant Members first pension contribution is deducted and confirmed by the Participating Employer.

Normal Business Hours:
9.00 am to 5.00 pm local UK time, each Business Day.

Members' Portal:
The secure area of the Platform where Relevant Members can log in to review and manage their pension contributions, view fund performance, and access relevant documentation and support.

Participation Agreement:
The formal application submitted by a Participating Employer to the Scheme Trustees requesting to join the Scheme, subject to approval and our preferred pension provider Scheme Rules.

Participating Employer:
A business or organisation whose application to participate in the Scheme has been submitted via Thrive and accepted by our preferred pension provider Scheme Trustees.

Platform:The online system operated by Thrive that enables Participating Employers, Relevant Members, and other authorised users to access, manage, and view information relating to the scheme, including contributions, member data, and related services provided through Thrive.

Primary Key Contact:
The individual designated by a Participating Employer as the main point of contact for all matters relating to their participation in the Scheme.

Relevant Member/Member/User/Employee:
An individual who is employed by a Participating Employer at the time the Customer joins Thrive and who resides and works in the United Kingdom. A Relevant Member may or may not meet the statutory eligibility criteria for automatic enrolment under the Pensions Act 2008 and may or may not be enrolled in a pension scheme.

Relevant Member Data:
Any information entered into the Platform by a Relevant Member, Participating Employer, or Adviser for the purpose of enrolment, account management, or accessing services through Thrive.

SaaS Agreement:
The separate contractual Agreement between Thrive and an Employer that governs the provision of Thrives subscription-based software and services to that Employer. The SaaS Agreement sets out the commercial terms, scope of services, subscription period, fees, and any additional rights or obligations specific to the Employer. The SaaS Agreement applies only to Employers and operates alongside these Terms, which apply to Employers, Relevant Members, and Advisers. In the event of any inconsistency between the SaaS Agreement and these Terms in relation to the Employer’s use of the Services, the SaaS Agreement will take precedence for matters expressly covered within it.

Scheme:
A defined contribution workplace pension scheme offered via Thrive, established under trust and regulated by The Pensions Regulator, with the underlying pension infrastructure and administration provided by our preferred pension provider.

Scheme Administrators:
The party or parties appointed to carry out administrative duties and day-to-day operation of the Scheme as specified on the Platform.

Scheme Rules:
The formal governing rules of the pension scheme, as updated from time to time, which set out the legal, administrative, and operational framework of the Scheme.

Scheme Trustees:
The individuals or entity appointed under our preferred pension providers Scheme Rules to govern and oversee the proper operation of the Scheme in the interests of its Relevant Members and beneficiaries.

Services:
All services offered by Thrive via its Platform, including enrolment tools, pension data management, communications, and any additional financial wellbeing services provided in partnership with our preferred pension provider or other authorised providers.

Software:
The online tools and technology components made available by Thrive as part of the Services delivered through the Platform.

Virus:
Any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability:
a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.  

Workplace Pension:
A pension scheme established by a Participating Employer/the Customer to help employees save for retirement. It allows both the employee and the employer to make regular contributions, which are invested to build up retirement benefits in accordance with applicable legislation, including the Pensions Act 2008 and related regulations.

You / Your:
Refers to any user of the Thrive Platform or Services, including Relevant Members, Participating Employers, Advisers, or visitors who interact with the Platform in any capacity.


Appendices

A) Financial Coaching

1. Overview of Financial Coaching

Financial coaching is a service designed to support individuals in improving their financial wellbeing through education, encouragement, and personalised guidance. It provides a structured environment to help clients better understand their financial circumstances, develop healthy financial behaviours, and take informed steps toward their financial goals. Sessions may be provided through digital tools, online workshops, or one-to-one support.

2. Coaching Service Provision and Supplier Flexibility

Thrive by Blackfinch reserves the right to select, appoint, and replace the provider of financial coaching services offered under the Thrive programme. Coaching services may be delivered by either in-house personnel or outsourced to external suppliers, depending on business needs and operational capacity.

We retain full discretion to change, substitute, or reassign the coaching provider at any time without prior notice, in order to ensure service continuity and maintain quality standards.

This flexibility is essential to allow Thrive by Blackfinch to adapt to changing circumstances and to ensure the most effective and relevant support is delivered to participants.

3. Scope of the Service

Financial coaching may include, but is not limited to, support in the following areas:

-Budgeting and cashflow planning
-Managing debt and improving credit scores
-Building emergency savings
-Understanding pensions, ISAs, and general investment principles
-Navigating Relevant Member benefits and workplace financial options
-Setting financial goals and creating action plansFinancial confidence and behavioural change
-Signposting to trusted sources and tools

Coaching sessions may involve discussion of various financial topics tailored to the individual's life stage, financial concerns, and future aspirations.

4. Important Disclaimer: Not Financial Advice
Financial coaching does not constitute regulated financial advice. Coaches are not authorised or regulated by the Financial Conduct Authority (FCA) to provide:

-Recommendations to buy, sell, or switch financial products or investments
-Tax advice or legal advice
-Advice on complex financial products or services

Any information, tools, or insights shared during coaching are for general informational and educational purposes only and should not be interpreted as a personal recommendation or advice tailored to specific investment decisions.

We encourage individuals to seek guidance from a qualified, regulated financial adviser or tax professional where personal advice is required.

5. Responsibility and Decision-Making
All financial decisions made by individuals following coaching conversations are the sole responsibility of the individual. Financial coaches may support the exploration of options and help clarify priorities, but they will not direct or recommend specific financial products or providers.

6. Confidentiality and Trust
All coaching sessions are conducted in confidence and with respect for the individual's privacy. Information shared during sessions will be treated with the highest level of discretion, in line with our privacy policy and data protection obligations.  

7. Fair Use of Coaching Services
To ensure a high-quality experience for all participants, coaching services are provided on a fair usage basis. If usage becomes significantly higher than expected or impacts the availability of coaching for others, we may need to pause or limit access. If this happens, where feasible, users will be notified in advance and provided an opportunity to moderate their usage or discuss the situation and explore a reasonable solution.

B) Pension Consolidation

1. Background
As part of our commitment to improving financial wellbeing and transparency around retirement savings, Thrive is partnering with Pension Lab to offer a streamlined pension consolidation service. This partnership allows you to gain a clearer view of your existing pension arrangements by bringing together details from multiple providers into one accessible summary. The service is designed to reduce the administrative burden and help you make more informed decisions about your pensions.

Through Pension Lab’s technology and provider network, Thrive is able to securely retrieve and present pension information on your behalf, giving you greater visibility and control over your retirement planning.

2. Authority to Gather Information
By using Thrive’s pension consolidation services, you authorise Thrive to gather information about your existing pension arrangements on your behalf. To facilitate this, we may request personal information from you, such as:

-Full name and contact details
-National Insurance number
-Employer and employment history
-Details of your current or historic pension schemes
-You may also be required to provide your explicit consent - either in writing, digitally, or verbally - for Thrive to contact your Pension Providers directly.

3. Use of Letters of Authority
Where you request an aggregated or consolidated view of your pensions, Thrive may use a standard Letter of Authority (LoA) to communicate with third-party Pension Providers. By accepting these Terms, you consent to:

-Thrive using your personal data, including any approved digital or physical version of your signature, for identification and verification purposes
-Thrive submitting an LoA to Pension Providers in order to request policy information or transfer details on your behalf
-This authority is limited to the purposes of pension information gathering and consolidation and will not permit Thrive to make changes to your policies or request transactions unless otherwise authorised.

4. Data Accuracy and Third-Party Information
Thrive takes reasonable steps to ensure the information presented to you is accurate and up to date. However, we rely on data supplied by third parties, including Pension Providers, and cannot guarantee the completeness or accuracy of this information. We accept no responsibility for any errors, omissions, or delays that result from third-party reporting.

We strongly recommend that you independently review the details of any pensions presented as part of a consolidation report and confirm their accuracy with your providers.


5. No Regulated Advice
Please note that the pension consolidation service provided by Thrive does not constitute regulated financial advice. Thrive will not make personal recommendations about whether to transfer or retain specific pensions. The service is informational and administrative in nature, intended to support your understanding of your pension arrangements.

We advise you to speak with a regulated financial adviser if you are considering:

-Transferring out of a defined benefit (final salary) scheme
-Making decisions involving guaranteed annuity rates or other safeguarded benefits
-Any action based on specific personal or investment goals
-Thrive does not provide legal, tax, investment, or pension transfer advice.

6. Data Protection and Privacy
Thrive is committed to protecting your personal data. All information collected and processed in the course of pension consolidation will be handled in accordance with our Privacy Policy and Section 9 of these Terms. We implement appropriate technical and organisational measures to protect your data against unauthorised access, loss, or misuse.