CIExpert Online Service Agreement
The following document below sets out the:
CIExpert Online Services Terms and Conditions (the “Agreement”)
CIExpert Online Services Terms and Conditions (the “Agreement”)
This agreement is made between:
(1) CIEXPERT LIMITED, a company registered in England under company number 7652260, whose registered office is at Godfrey Laws, 69 Knowl Piece, Wilbury Way, Hitchin, Hertfordshire, SG4 0TY (the “Company”)
(2) The Individual or Company whose details have been completed on the CIExpert Affiliate Membership Subscribe page of the Company’s website and who has received confirmation that the Online Service is in place via the Confirmation of Subscription email (The “Intermediary”).
By clicking the “I agree to the Online Services Terms and Conditions”, by signing up to a trial, by accepting an invoice from the Company or by entering into any other agreement with the Company that refers to the Service Terms and Conditions, these are the Terms and Conditions being agreed to:
(A) CIExpert have developed dedicated password protected online services, known as the “CIExpert Affiliate Membership” for use by Independent Financial Advisers or Financial Advisers on the Company’s website, currently
(B) This Agreement sets out the terms and conditions on which access to these Online Services shall be provided to the Intermediary, subject always to the Intermediary having paid the agreed fee for the Online Services.
NOW THEREFORE it is hereby agreed as follows:
In this Agreement:
“Affiliate Logo” means the logo that the Company grants the Intermediary the rights to use during the term of the Agreement as set out at clause 11;
“Confirmation of Subscription email” means the email sent out to the Intermediary by the Company as set out in clause 3.1;
“Communications” means as per clause 5;
“Information” includes all data, databases and any information whatsoever obtained or provided through the System, including, without limitation the ranking information and policies provided by the Company;
“Software” as defined in clause 3.5.
“Systems” means those password protected online services known as the “CIExpert Affiliate Membership” on the Company’s website, currently at www.ciexpert.co.uk and any other agreed incidental electronic and web-related services provided by or through the Company;
“Systems’ Reports” as defined in clause 3.7.
This Agreement shall commence on the date the Company sends the Intermediary a “Confirmation of Subscription” email including a password(s) to access the System.
3. Use of the System.
3.1 The Company hereby grants to the Intermediary a non-exclusive, non-transferable licence to use the Systems for the duration of this Agreement as set in the Confirmation of Subscription email and solely on the terms set out in this Agreement.
3.2 The Company reserves the right to amend, update or alter the Systems, this Agreement and the terms upon which the Intermediary can use the Systems at the Company’s sole discretion from time to time and in such event, this Agreement shall apply to the Systems as amended, updated or altered.
3.3 The Company shall use their reasonable endeavours to ensure that access to the Systems will be available during the core GMT times of 8 a.m. to 7 p.m. Monday to Friday, excluding any public holidays in England. However, the Company shall have no liability to the Intermediary for any loss or damage arising out of or in connection with any service disruption or any failure by the Company to provide access to the Systems during such core times or at any other time. If the Intermediary has any questions arising from its use of the Systems, the Intermediary may contact the Customer Service Centre on +44(0) 1442 233631 during normal UK office hours.
3.4 The Intermediary shall not use the Systems for any unlawful, improper or immoral purposes nor for anything that the Company did not design them or intend them to be used for. Unauthorised access by the Intermediary of the Systems, or any inappropriate use of the Systems, may result in the Company terminating this Agreement.
3.5 In the event that the Company makes software available to the Intermediary for use in connection with the Systems (“the Software”) the Intermediary shall not intentionally modify, assign, sub-licence, sell, charge or rent the Software nor shall the Intermediary copy, modify, enhance, compile or assemble or reverse or engineer the Software unless permitted by law. Other than where required by law, the Company provide no warranty that the Software is fit for its purpose, nor that it is free of errors, viruses or bugs.
3.6 The Intermediary shall not intentionally introduce nor permit to be introduced any unauthorised programme (e.g. computer virus) or similar, into the Systems nor to the Company via its website or email.
3.7 The Intermediary acknowledges that the Company can and may collate information about the usage of the Systems (the “Systems’ reports”), which may include information about the Intermediary’s use of the Systems specifically.
3.8 The Company has the right to collate the Systems’ Reports and to use them for its own commercial benefit as long as;
(a) the Systems’ Reports will not include any data which would allow the reader to identify a specific policy holder/customer of the Intermediary; and
(b) only in the case where the Intermediary is an appointed representative of a network (which means they have been able to buy the CIExpert Online Service at a discounted price), will the Systems’ Report contain details of the Intermediary’s personal usage of the Systems that allows the reader to identify them as an individual user/Intermediary.
4. Title and Intellectual Property Rights.
4.1 The Company owns the copyright and any other intellectual property rights subsisting anywhere in the world to the Information provided through the Systems, the Systems, the Systems’ Report, the Company’s website, the trademarks CIExpert and CIExpert Affiliate and the associated Logos.
4.2 The Intermediary may not copy, reproduce, duplicate, modify, sell or otherwise transfer, in whole or in part, any of the Information except to the extent that the Intermediary uses the information for its own internal business purposes or to fulfil its obligations to its clients.
4.3 The Intermediary shall at all times keep the Information confidential and shall only disclose Information relating to a specific client of the Intermediary with the consent of the particular client in question or where required by law.
4.4 The Intermediary may only use the Affiliate Logo in accordance with the provisions of clause 11.
4.5 The rights of the Intermediary under this Agreement are personal to the Intermediary and it may not sub-licence, assign or otherwise transfer those rights.
4.6 The Intermediary may only access the personal data of policyholders/customers where the Intermediary holds that client’s written authority to do so. The Intermediary’s right to use the Systems shall be terminated by the Company in the event the Intermediary continues to access information about a particular client when the Intermediary no longer has authority to act on behalf of that client.
4.7 The Intermediary shall at all times when using personal data received as a result of its access to and use of the Systems comply with the Data Protection Act 1998 and all related legislation, and any other laws, regulations or rules applicable to the Intermediary. The Intermediary agrees to bring any breach of this provision immediately to the attention of the Company after it receives notice of such breach. The Intermediary further agrees to indemnify the Company in respect of any breach by the Intermediary of this Clause 4.
5.1 Generally, all notices or other communications (“Communications”) may be given by post or electronic mail although the functional use of the Systems will be carried out by electronic mail.
5.2 Communications in writing by either party to the other may be given by post or electronic mail, to the address (postal and electronic) last notified by the other party. Reference to notice in writing in this Agreement will include notice given by electronic mail.
5.3 Any Communications given to the Company shall not be deemed to have been received and no Communication shall give rise to any obligation unless it is actually received, and in the case of a Communication sent through the Systems, accessible by the Company. In the event of any corruption of a Communication sent through the Systems, the Intermediary shall re-transmit as soon as possible.
5.4 The Intermediary will be responsible for the completeness and accuracy of any Communication sent through the Systems.
5.5 Any Communications sent by the Company to the Intermediary will, if sent by post, be deemed delivered 2 days after posting, and if sent by electronic mail through the Systems, delivered upon the Company sending the Communication and the Intermediary’s electronic mail address to the relevant Internet service provider whether or not the Communication arrives.
6.1 On commencement of this Agreement, the Company shall allocate passwords to each employee of the Intermediary which the Company agrees to allow access to the Systems. These password(s) will be sent out via the Confirmation of Subscription email The Intermediary shall procure that the Intermediary or those employees allocated access to the Systems shall not at any time disclose a password to any third party and will notify the Company as soon as possible if such a breach occurs.
6.2 The right to use the Systems is restricted to the Intermediary and its duly authorised employees and the Intermediary may not permit any other person to gain access to the Systems using its passwords. Whenever any employee with knowledge of a password ceases employment or engagement (as appropriate) with the Intermediary, the Intermediary will ensure the Company is notified immediately.
6.3 The Intermediaries shall immediately notify the Company in the event that the Intermediary becomes aware or has reason to believe that security of the Systems has been compromised including, without limitation, that a password has been disclosed or that a breach of any data protection legislation has occurred.
6.4 The Company may at any time suspend or terminate the use of the passwords allocated to the Intermediary’s employee/s due to security, general administration or any other reasons. The Company will inform the Intermediary as soon as reasonably possible of such termination or suspension. The Intermediary may subsequently request new passwords which will be subject to approval by the Company.
6.5 The Intermediary shall indemnify the Company in respect of any loss, damage, cost or expense incurred by the Company as a result of any person accessing the Systems via use of passwords allocated to their employee/s, whether or not that person has authority from the Intermediary to access the Systems.
7 Compliance with applicable laws.
The Company does not grant any warranties, express or implied, that the Information or the availability of the Information or the functionality of the Systems in any particular jurisdiction is compliant with applicable local laws or regulations. The Intermediary must satisfy itself, before accessing the Systems, that it is lawfully entitled to receive the Information and, in particular, to use the Systems.
8. Liability and Indemnity.
8.1 The Company have taken reasonable care to ensure that the Information is accurate and informative to support the Intermediary in their process of advising their own clients; however no representation or warranty, express or implied, as to the accuracy or completeness of such Information is given.
8.2 Nothing on the Systems or in the Information shall be deemed to be advice or other recommendation to purchase any product or service or otherwise. The Systems and the Information is based on the opinion of the Company following its own confidential methodology and to a very large extent is dependent upon the correct interpretation of this information by the Intermediary combined with their own expertise and investigations. The Intermediary is solely responsible for making its own investigations as to any product, services, policies or contracts that they may subsequently recommend to their clients or any third party and they must independently check the reliability of the Information.
8.3 The Company shall have no liability (whether in contract or in tort) for any loss or damage suffered by the Intermediary arising from the use or reliance upon the Information including, without limitation, any loss of profit or any other loss or damage whether direct, indirect or consequential damages arising from
(a) the use of or reliance upon the Information or
(b) loss of data as a result of any damage to the Intermediary’s computer system arising from the Intermediary’s use of the Systems
8.3 For the avoidance of doubt, nothing in this Agreement seeks to exclude or limit the Company’s liability for death or personal injury, to limit any statutory rights if the Intermediary is an individual consumer nor to exclude or limit any liability which can’t be excluded or limited by applicable law.
8.4 The Intermediary hereby agrees to indemnify the Company in respect of any loss, cost, damages or expenses (including legal costs and expenses) suffered by the Company as a result of the Intermediary’s use of the Systems or any element thereof or any breach of this Agreement, including without limitation, a breach of any data protection legislation or any unlawful, improper or immoral use by the Intermediary of the Information, the Software or the System.
9.1 The Company reserves the right to withdraw the Intermediary’s access to the Systems and to terminate this Agreement at any time without giving any reason therefore but this is without prejudice to any accrued rights and liabilities of either party. Such termination shall take effect immediately without the necessity to give any notice to the Intermediary and the Company will just disable the Intermediary’s password. Without prejudice to the foregoing generality, the Company may exercise their right to terminate without notice in the event that the Intermediary does not pay, when due any sums agreed for use of the Systems.
9.2 If the Company terminates without cause the Intermediary shall be entitled to a refund of any sums paid in advance for the Online Service for the period after the termination.
9.3 If the Company terminates for cause the Intermediary shall receive no such refund.
10 Hypertext Links.
10.1 The Systems may provide online users with hypertext links to sites or the Internet which are operated by other people. Using an external hypertext link means that the Intermediary will be leaving the Systems and the Company takes no responsibility for and give no warranties, guarantees or representations in respect of linked sites.
10.2 Some areas of the Company’s website may provide access to third party sites who will host reviews about some products. In some instances the Intermediary may be able to access such reviews directly on the Company’s website. Regardless of whether the Intermediary is transferred to a third party’s site or reads a user review on the Company’s website, the views expressed do not represent the views of the Company and the Company is not responsible for the accuracy of any such views or expression.
11. CIExpert Affiliate Logo.
During the term of this Agreement the Intermediary has the right to use the Affiliate Logo for the purpose solely of representing that they make use of the Systems and providing the following is followed:-
(a) The Intermediary will not use, copy, reproduce, republish, post, broadcast or transmit the CIExpert Affiliate Logo for any purpose other than under this clause unless it has the express prior written consent of the Company. This includes not reproducing or storing the CIExpert Affiliate Logo in any website or in any public or private electronic retrieval system or service.
(b) When anyone sees the Affiliate Logo through the Intermediary’s use of it, the Intermediary shall be fully responsible for ensuring that any such person is made fully aware that this logo belongs to the Company, is licensed to the Intermediary and signifies that the Intermediary makes use of the Company’s Systems.
12. Marketing emails.
The Intermediary shall not be entitled to assign or subcontract any of its rights or obligations under these terms and conditions without prior written consent of the Company. The Company is free to assign this Agreement and will notify the Intermediary if it does so.
The terms and conditions set out in this Agreement may be varied by the Company from time to time as per clause 3.2 above.
15. Survival of Terms.
All terms governing non-disclosure, disclaimer, indemnities and exclusions contained within this Agreement shall survive termination of this Agreement.
16. Entire Agreement.
This Agreement represents the entire agreement between the parties and it supersedes and excludes any prior agreement, understanding or arrangement between the parties. Use by the Intermediary of the Company’s website is also governed by the following:
(c) Acceptable Use Policy
the latest edition of all these can be found on the Company’s website. In any situation where this Agreement contradicts with the documents listed in (a), (b) or (c) this Agreement shall prevail.
17. Governing Law.
This Agreement shall be governed by English law and the parties hereby submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of this agreement although the Company retains the right to bring proceedings for breach of this Agreement in the Intermediary’s country of residence or any other relevant country.