Terms and Conditions of Use

Dynamic Planner Terms and Conditions of Use

These Terms and Conditions of use shall apply to all Authorised Users of Dynamic Planner and other Distribution Technology Limited services.

We reserve the right to amend these Authorised User Terms and Conditions of use from time to time.

  1. PARTIES:

1.1 In this Terms and Conditions of Use Agreement, “we”, “our” and “us” means Distribution Technology Limited (Company no: 4741529) of Sovereign House, Vastern Road, Reading, Berkshire, RG1 8BT

1.2 “You” means the Authorised User using the Services;

1.3 This Agreement sets out the terms on which we will provide the Services to you.

  1. Definitions:

2.1 In this Agreement, unless inconsistent with the context or otherwise specified, the following expressions shall have the following meanings:

“Act” The Data Protection Act 1998 as replaced, re-enacted, consolidated, extended, revised or amended from time to time, all subordinate legislation enacted thereunder and any guidance issued by the Information Commissioner’s Office or any successor;

“Adviser” An Authorised User who is an individual or firm identified to the Customer to the extent necessary and to the Regulatory Authorities as the provider of any Financial Advice;

“Aggregated Data” Information that is recorded pursuant to this Agreement about Authorised Users which is collected into groups so that it no longer reflects or references an individually identifiable Authorised User or is capable of being reconstituted into Customer Data;

“Applicable Regulations” FSMA, the Money Laundering Regulations 2007 (and all other legislation relating to the handling of the proceeds of crime together with the Guidance Notes for the Financial Sector issued by the Joint Steering Group and any other relevant regulations or guidance issued by any other Regulatory Authority or industry body), the Act, rules promulgated by any Regulatory Authority and any other law, regulation or code applicable in the context to the person concerned and any lawful mandatory requirements of any Regulatory Authority, court or tribunal;

“Authorised User” The user of the Services who may be an Adviser or Customer;

“Customer Access Licence” The licence required in order for a Customer to use the Services, subject to the Terms and Conditions set out in this Agreement;

“Customer Data” Any information held by us in connection with this Agreement which relates to Customers which would fall within the definition of Personal Data contained in the Act. Customer Data excludes Aggregated Data;

“Customer” Any person who is a purchaser or potential purchaser of a financial product or financial planning service from an Adviser;

“Data feed” Data and information provided on the number, value and description of financial arrangements;

“Dynamic Planner WealthConnect®” Provides electronic integrations to Product Providers and Partner platforms utilising the data captured within Dynamic Planner;

“Fees” The fees to be paid in consideration for access to the Services, as set out in the Schedule;

“Financial Advice” Advice provided by Advisers to Customers regarding the cost, value, and suitability of the purchase of Financial Products or any regulated activity pursuant to FSMA;

“Financial Products” Financial services and products offered for sale or any regulated investment pursuant to FSMA;

“FSMA” The Financial Services and Markets Act 2000 as replaced, re-enacted, consolidated, extended, revised or amended from time to time and all subordinate legislation enacted thereunder;

“Investment Platform” Third party entities that are engaged in the businesses of providing a trading and administration platform to facilitate the sale and purchase of Financial Products;

“IPR” All intellectual property rights anywhere in the world, including, without limitation, an invention, patent, design or utility model rights, any copyright and related rights and trademarks, service marks, database rights, topography rights, commercial or confidential information, know how or trade secrets and any other rights of a similar nature which may now or in the future subsist anywhere in the world, in each case whether registered or unregistered and the right to apply for any of them;

“Partners” The Product Provider(s) and Investment Platform(s) whose systems are licensed to be integrated with the DT System and as updated in writing between the Parties from time to time;

“Partner Platform” The Partners platform which is integrated with the DT System;

“Product Provider” Third party entities whose businesses are engaged with the provision and administration of one or more Financial Products;

“Professional User Licence” The licence required in order for an Adviser to use the Services, subject to the terms of this Agreement;

“Regulatory Authorities” The Financial Conduct Authority, the Prudential Regulation Authority, and any other regulatory authority which, from time to time, has responsibility for regulating Advisers and/or any of their services or products;

“Schedule” The schedule setting out the Fees and the Services;

“Services” The services provided by us under this Agreement, as more particularly detailed in the Schedule of your Agreement and described on the Site from time to time, which includes the provision of information, education and analysis of individual’s financial circumstances (and including Valuation Services) and data provided by third parties, assemblers, applets, HTML, formatted files, modules, algorithms, compilers, source code, object code, data, user interfaces, icons and the “look and feel” of any of the foregoing, (whether in printed or electronic form) and all other material accessed via the Site as well as all updates, enhancements and modifications thereof and other associated services including but not limited to the Microsoft Outlook plugin;

“Site” our website currently located at www.dynamicplanner.com

“Trial” A period of time set by us during which an Authorised User may use the Services for the purposes of evaluating them;

“Valuations” Valuation details of individual customers’ financial holdings where applicable (and made available) which certain third party providers have agreed to provide as part of the Services under this Agreement;

“Valuation Services” Data and information services including valuation details of individual customers’ financial holdings where applicable (and made available) which certain third party providers have agreed to provide as part of the Services under this Agreement. We reserve the right to add and delete providers of the Valuation Service without notice.

  1. Access to the Services

3.1 Access to or use of the Services is strictly limited to Customers who have purchased a Customer Access Licence and to Advisers who hold a Professional User Licence (or those Authorised Users who have been granted a Trial by Distribution Technology)

3.2 By using the Services, you consent to be bound by the terms and conditions of this Agreement. If you do not wish to be bound by these terms then you must not use the Services.

3.3 As from your acceptance of this Agreement as an Adviser or a Customer and the payment of the Fee, we shall provide the Services to you. You hereby acknowledge that you have authorised us (as authorisation is required under the Computer Misuse Act 1990 (as amended)) to provide the Services and you further acknowledge and accept that this Agreement is not a Software Licence.

3.4 Access to the Services will be controlled by your password and username. You are responsible for the proper use of your password and username. You (and the firm to which you belong) will be entirely liable for all activities conducted under your password or username whether authorised by you or not.

3.5 Authorised Users may access and use the Services solely to gain information, education and analysis for the purposes of their business only and for no other purpose and may not authorise any third party to access the Service using their details or passwords without our prior written consent.

3.6 The Service is available to handheld mobile devices running Apple iOS. The Service may be upgraded from time to time to provide new functions and services. New versions may not be compatible with earlier versions of iOS and may not therefore function on older devices.

  1. Not Financial Advice

4.1 You acknowledge that we are not authorised by the Financial Conduct Authority to provide Financial Advice and you agree and acknowledge that the provision of the Services by us shall not be construed or interpreted to mean the provision of Financial Advice from us to you as an Authorised User.

4.2 Advisers are responsible for all Financial Advice provided to Customers. It is an Adviser’s responsibility to ensure that the Services provided by us meet their obligations as a provider of Financial Advice. We will not be responsible to the Authorised User, or to the Regulatory Authorities for any Financial Advice provided.

  1. Service Provision

5.1 Services are provided on an ‘As Is’ basis with all faults and no guarantee of satisfactory quality, timeliness, performance or accuracy. You acknowledge that because of the nature of the Internet the services may not be accessible when needed and that information transmitted over the Internet may be subject to interception and modification by third parties. We disclaim to the fullest extent allowed by law any and all warranties express or implied, including but not limited to the quality, fitness for purpose, timeliness, accuracy or completeness of the Services.

5.2 We will use reasonable skill and care to provide the Services but we do not guarantee any service levels or that any given error or failure will be corrected in any given timeframe or at all. You acknowledge that all hardware, software and applications may contain errors.

5.3 The parties acknowledge and accept that the Valuation Services may be provided by third party providers in whole or in part and that we shall not be liable for any loss, damages, costs or expenses whatsoever incurred or sustained by you or by any Customer or Authorised User as a result of such third party input or dealings. In the event that you become aware of any inaccuracies or discrepancies in the Valuation Services or otherwise pursuant to this Agreement you shall notify us as soon as reasonably practicable and we shall use our reasonable commercial efforts to resolve or rectify such inaccuracy or discrepancy.

5.4 We reserve the right at any time and from time to time to amend, improve, correct, discontinue, temporarily or permanently suspend the Services (or any part thereof) with or without notice and you agree that we will not be liable to you or any third party for any such modification, suspension or discontinuance. You should review the description of the Services on the Site from time to time.

5.5 You shall:

(a) Not obtain or attempt to obtain access to or interfere with any programs or data of ours except as explicitly permitted by this Agreement;

(b) Not attempt to reverse-engineer, decompile, translate, disassemble or separate the components of the Services;

(c) Ensure that the Customer Data will not contain anything which infringes third party rights, is libellous, indecent, obscene or defamatory or is in any way illegal;

(d) Perform your obligations under this Agreement with reasonable care and skill;

(e) Except as is set out in this Agreement or as is otherwise permitted by law you are strictly forbidden from using the Services in any circumstances, and without limitation, shall not sub-contract, sub-license or resell the Services;

(f) Not disclose your access or log in details and password to any third party and shall notify us as soon as reasonably possibly in the event of any unauthorised disclosure (whether intentional or accidental) or such details.

  1. Customer Data

6.1 We warrant that we have, and will continue to maintain, a valid and up to date and accurate registration or notification to the Office of the Information Commissioner (or any successor) under the Act to process Customer Data.

6.2 We shall acquire no rights or interest in the Customer Data other than as expressly set out elsewhere in this Agreement or in our Privacy Agreement.

6.3 Where we process any Customer Data on behalf of the Authorised User when performing our obligations under this Agreement, the parties record their intention that the Authorised User shall be the data controller and we shall be a data processor and in any such case:

(a) the Authorised User shall ensure that they are entitled to transfer the relevant personal data to us so that we may lawfully process the personal data in accordance with this Agreement on the Authorised User’s behalf;

(b) we shall process the Customer Data only in accordance with the terms of this Agreement, the Privacy Agreement and any instructions reasonably given by the Authorised User from time to time and the Authorised User shall indemnify and hold us harmless against any claims made against it as a result of us acting in accordance with the Authorised User’s instructions; and

(c) we shall not be responsible for backing up or saving any Customer Data and the Authorised User shall ensure that it has saved all Customer Data.

6.4 We shall not share, disclose, sell, or make available to any third party the Customer Data without first receiving the written consent of the Adviser. For the avoidance of doubt, we may disclose Aggregated Data to third parties.

6.5 On termination of this Agreement we shall be permitted to retain and use an archival copy of the Customer Data in order to, and solely to the extent necessary to: (i) comply with any laws, rules, or regulations governing the matters set forth in this Agreement, or (ii) defend against any claim arising from the provision of the Services.

6.6 Except where you are not required to by law, you warrant to us that you have registered as a Data Controller under the Act and will maintain such registration for the duration of this Agreement.

  1. Intellectual Property

7.1 All IPR in the Services shall remain vested in us or such other third party provider as provides content or information within the Services.

7.2 The Services may include third party information such as, but not limited to, fund information and Valuation Services. A reasonable number of copies of this information may be used and printed by Advisers in their normal course of business or by Customers in relation to an analysis of their own finances however, you are not permitted to:

(a) Manipulate the information other than enabled by the Services;

(b) Use any portion of the information as source material or factual content to create original content for publication;

(c) Re-distribute any information to any third party (with the exception of Advisers to their Customers).

(d) Reverse engineer the Services or access the information except via the Services.

(e) Represent or give the impression that any third party (including Customers) can rely on us for any information provided.

7.3 We shall grant to you a non-exclusive right to access the Services via the Site for the term of this Agreement. Said right of access shall be subject to you fulfilling, and continuing to fulfil all obligations set forth in this Agreement.

  1. Payments

8.1 The Authorised User shall pay the Fees to us (save where you are using the Services pursuant to any Trial authorised by us).

8.2 All sums payable under this Agreement are net of Value Added Tax or other taxes payable which shall where appropriate be additionally payable by the Authorised User at the prevailing rate.

8.3 All Fees and fee rates may be increased on an annual basis, effective on each anniversary of the date of the Agreement, to reflect changes in the previous twelve (12) months in Retail Price Index (“RPI”).

8.4 Where the payment of any invoice or any part thereof is not made when due, we, without prejudice to our other rights hereunder or in law, shall be entitled to charge interest (before as well as after judgment) on the outstanding amount at the rate of 4% per annum above Barclays Bank base rate for the time being in force from the date payment becomes due to the date it is made.

8.5 Where the payment of fees is not made when due, we reserve the right to suspend your access to the Services until the fees (plus any accrued interest) are received in full. Fees will still be due during the period of suspended Services.

  1. Term and Termination

9.1 This Agreement shall continue until terminated either:

(a) Through cancellation by you, after the initial and/or renewal licence term of twelve (12) months, with not less than three (3) months prior written notice; or

(b) By us at any time with immediate effect by notice in writing.

9.2 The rights and obligations of the parties which expressly or by implication are intended to continue after termination of this Agreement shall survive and continue to bind the parties, their successors and assigns.

  1. Liability and Indemnity

10.1 Except as is set out in Clause 10.4 below, we shall not be responsible to you in connection with this Agreement in contract, tort (including negligence) or otherwise for any loss of profit, loss of reputation and loss of anticipated savings, loss or corruption of data or information (whether direct or indirect) nor for any costs, expenses, damages and losses of an indirect or consequential nature, suffered or incurred by you arising out of or in connection with this Agreement

10.2 Subject to clause 10.4, our maximum liability under this Agreement shall not exceed an amount equal to the Fee actually paid by the Authorised User in the month in which the liability was incurred.

10.3 You shall indemnify us against any losses, payments and/or claims brought against us arising from:

(a) your breach of the Act;

(b) the provision of Financial Products or Financial Advice to Customers;

(c) a breach by you of any of the Applicable Regulations in relation to the provision of the Services; or

(d) information that you have provided to us or your misuse of the Services; except to the extent that such losses, payments or claims are directly attributable to our negligence or fraud.

10.4 Nothing in this Agreement shall limit or exclude liability for any death or personal injury caused by negligence nor for fraud or any other liability which may not be properly limited or excluded under applicable law.

  1. Wealth Connect

11.1 DT will not be responsible or liable for the completion of new business transactions or the accuracy of valuations received from Partners.

  1. Force Majeure

12.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (save for obligations to make payments) which is attributable to any acts, events, omissions or accidents beyond its reasonable control, including but not limited to acts of God, extreme adverse weather conditions or natural disaster, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion or riots, nuclear, chemical or biological contamination or sonic boom, compliance with any law, regulation or directive, fire, explosion or accidental damage, failure of plant machinery, machinery, computers or vehicles, any labour dispute, including (but not limited to) strikes, industrial action or lockouts, non-performance by suppliers or subcontractors and interruption or failure of utility or transport service.

  1. Entire Agreement

13.1 This Agreement (together with the documents referred to herein) contains the entire Agreement and understanding of the parties and supersedes all prior Agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.

  1. Nature of Relationship

14.1 Nothing in this Agreement shall create or be deemed to create a partnership between you and us and neither party shall have authority or power to bind the other or to contract in the name of or create liability against the other in any way or for any purpose save as expressly authorised by the other from time to time.

  1. Severability

15.1 In the event that the whole or any part of the terms, conditions or provisions contained in this Agreement shall be determined invalid, unlawful or unenforceable to any extent then such term, condition or provision or part thereof shall be severed from the remaining terms, conditions and provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.

  1. Waiver

16.1 Any waiver or a breach of any of the terms of this Agreement or any default hereunder shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this Agreement.

16.2 No failure or delay in exercising any right, remedy, power or privilege of any party under this Agreement and no course of dealing between the parties shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise therefore or the exercise of any other right, remedy, power or privilege. The rights and remedies provided by this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.

  1. Notices

17.1 Any notice or other communication to be given to us under this Agreement should be sent to: Distribution Technology Limited, Sovereign House, Vastern Road, Reading, Berkshire, RG1 8BT.

  1. Assignment

18.1 We may assign, transfer, charge, sub-contract (except as set out in Schedule 1) or deal in any other manner with all or any of its rights or obligations under this Agreement without your prior written consent. Notwithstanding the foregoing, either party may assign this Agreement in the case of merger, acquisition or sale of all, or substantially all, of the assigning party’s assets, stock or business. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties’ respective successors and permitted assigns.

  1. Exclusion of third party rights

19.1 Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

  1. Variation

20.1 We may vary this Agreement at any time on giving you written notice, either by email, post or by posting the amended Agreement on the Site. No variation of this Agreement by you shall be valid unless signed by both parties.

  1. Governing law

21.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

21.2 The parties hereto hereby submit to the exclusive jurisdiction of the courts of England in relation to any claim, dispute or difference that may arise hereunder.

 

AccessAdvice Terms and Conditions of use

These Terms and Conditions (“Terms”) shall apply to the use of AccessAdvice and set out the terms on which we will provide the Services to you.

We reserve the right to amend these Terms from time to time. The Site will provide the most current version.

  1. PARTIES:

1.1 In these Terms “we”, “our” and “us” means Distribution Technology Limited (Company no: 4741529) of Sovereign House, Vastern Road, Reading, Berkshire, RG1 8BT.

1.2 “you” and “your” means the individual or entity entering into an agreement with us for the Services on these Terms.

  1. Definitions:

2.1 In these Terms, unless inconsistent with the context or otherwise specified, the following expressions shall have the following meanings:

“AccessAdvice” means the solution which has been developed by Distribution Technology for use by Advisers and their Customers;

“Act” The Data Protection Act 1998 as replaced, re-enacted, consolidated, extended, revised or amended from time to time, all subordinate legislation enacted thereunder and any guidance issued by the Information Commissioner’s Office or any successor;

“Adviser” An individual or firm identified to the Customer to the extent necessary and to the Regulatory Authorities as the provider of any Financial Advice;

“Aggregated Data” Information that is recorded pursuant to the provision of Services about Customers which is collected into groups so that it no longer reflects or references an individually identifiable Customer or is capable of being reconstituted into Customer Data;

“Applicable Regulations” FSMA, the Money Laundering Regulations 2007 (and all other legislation relating to the handling of the proceeds of crime together with the Guidance Notes for the Financial Sector issued by the Joint Steering Group and any other relevant regulations or guidance issued by any other Regulatory Authority or industry body), the Act, rules promulgated by any Regulatory Authority and any other law, regulation or code applicable in the context to the person concerned and any lawful mandatory requirements of any Regulatory Authority, court or tribunal;

“Customer Data” Any information held by us in connection with the Services which relates to Customers which would fall within the definition of Personal Data contained in the Act. Customer Data excludes Aggregated Data;

“Customer” Any person who is a purchaser or potential purchaser of a financial product or financial advice service from an Authorised User;

“Financial Advice” Advice provided by Advisers to Customers regarding the cost, value, and suitability of the purchase of Financial Products or any regulated activity pursuant to FSMA;

“Financial Products” Financial services and products offered for sale or any regulated investment pursuant to FSMA;

“FSMA” The Financial Services and Markets Act 2000 as replaced, re-enacted, consolidated, extended, revised or amended from time to time and all subordinate legislation enacted thereunder;

“IPR” All intellectual property rights anywhere in the world, including, without limitation, an invention, patent, design or utility model rights, any copyright and related rights and trademarks, service marks, database rights, topography rights, commercial or confidential information, know how or trade secrets and any other rights of a similar nature which may now or in the future subsist anywhere in the world, in each case whether registered or unregistered and the right to apply for any of them;

“Regulatory Authorities” The Financial Conduct Authority, and any other regulatory authority which, from time to time, has responsibility for regulating Advisers and/or any of their services or products;

“Services” The services provided by us under this Agreement known as Access Advice, and described on the Site from time to time, which includes the provision of information, education and analysis of individual’s financial circumstances and data provided by third parties, assemblers, applets, HTML, formatted files, modules, algorithms, compilers, source code, object code, data, user interfaces, icons and the “look and feel” of any of the foregoing, (whether in printed or electronic form) and all other material accessed via the Site or through the Access Advice module as well as all updates, enhancements and modifications thereof and other associated services including but not limited to the Microsoft Outlook plugin;

“Site” our website currently located at www.dynamicplanner.com

“Subscription Period” the period for which your Advisors have the right to access and use the Service and hold a Dynamic Planner Professional User Licence.3.

  1. Access to the Services

3.1 Subject to your acceptance of these Terms and while you hold a valid Dynamic Planner Professional User Licence you may incorporate AccessAdvice, on a white label basis, into your own business website and permit your Customers to access and use AccessAdvice.

3.2 By making AccessAdvice available to Customers, you consent to be bound by these Terms. If you do not wish to be bound by these Terms then you must not make AccessAdvice available to Customers.

3.3 As from your acceptance of these Terms we shall provide the Services to you on a subscription basis during the Subscription Period. You hereby acknowledge that you have authorised us (as authorisation is required under the Computer Misuse Act 1990 (as amended)) to provide the Services.

3.4 You acknowledge and accept that the Services are provided on a software-as-a-service basis and accordingly this is not a software licence. You therefore acknowledge and accept that the following restrictions are absolute. You shall not:

(a) obtain or attempt to obtain access to or interfere with any programs or data of ours except as explicitly permitted by these Terms;

(b) distribute, sell, supply, modify, alter, adapt, translate, amend, incorporate, merge or otherwise alter the Services or any part of them save as expressly stated in these Terms;

(c) attempt to decompile, reverse engineer or otherwise disassemble the Services;

(d) attempt to copy or decrypt the Services, including but not limited to software, source code or any part of software that is provided to you in an encrypted form;

(e) create any derivative the Services, including but not limited to, the translation or localisation of any software of break down of any software which is provided to you as a single product into its component parts;

(f) redistribute, encumber, sell, rent, lease, transfer, use on a bureau service basis or otherwise the Services save as expressly set out in these Terms;

(g) remove, alter or destroy from the Services any logo, copyright or proprietary notice, legends, symbols, labels, watermarks, signature or other like marks affixed to or embedded the Services; or

(h) access the Services other than through their published interface and only by means of human interaction and not programmatically including through scrapers or spiders.

(i) use the Services for any unlawful or illegal purpose or in any manner inconsistent with these Terms;

(j) infringe our intellectual property rights or those of any third party in relation to your use of the Services;

(k) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Services;

(l) use the Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; or

(m) access or use or attempt to access or use any other users account.

3.4 Not Used.

3.5 Not Used.

3.6 You shall ensure that you are authorised by the Financial Conduct Authority to provide Financial Advice. If you are not so authorised or cease to be so authorised you are not permitted to use the Services.

  1. Not Financial Advice

4.1 You acknowledge that we are not authorised by the Financial Conduct Authority to provide Financial Advice and you agree and acknowledge that the provision of the Services by us shall not be construed or interpreted to mean the provision of Financial Advice from us to you or Customers. You must not state, indicate or otherwise imply that we are the providers of Financial Advice to Customers or any third party.

4.2 Advisers are responsible for all Financial Advice provided to Customers. It is an Adviser’s responsibility to ensure that the Services provided by us meet their obligations as a provider of Financial Advice. We will not be responsible to the Customer, or to the Regulatory Authorities for any Financial Advice provided.

  1. Service Provision

5.1 Services are provided on an ‘as is’ and “as available” basis with all faults and no guarantee of satisfactory quality, timeliness, performance or accuracy. You acknowledge that because of the nature of the internet the Services may not be accessible when needed and that information transmitted over the internet may be subject to interception and modification by third parties. We disclaim to the fullest extent allowed by law any and all warranties express or implied, including but not limited to the quality, fitness for purpose, timeliness, accuracy or completeness of the Services.

5.2 We will use reasonable skill and care to provide the Services but we do not guarantee any service levels or that any given error or failure will be corrected in any given timeframe or at all. You acknowledge that all hardware, software and applications may contain errors. We reserve the right at any time and from time to time to amend, improve, correct, discontinue, temporarily or permanently suspend the Services (or any part thereof) with or without notice and you agree that we will not be liable to you or any third party for any such modification, suspension or discontinuance. You should review the description of the Services on the Site from time to time.

  1. Customer Data

6.1 We shall acquire no rights or interest in the Customer Data other than as expressly set out elsewhere in these Terms or in our privacy policy: http://www.dynamicplanner.com/home/admin/privacy/. You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data.

6.2 Where we process any personal data on your behalf when performing our obligations under these Terms, the parties record their intention that you shall be the data controller and we shall be a data processor and in any such case:

(a) you shall have necessary terms in place, including, but not necessarily limited to the Customer’s acceptance of our Privacy Agreement, to ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully process the personal data in accordance with these Terms on your behalf;

(b) we shall process the Customer Data only in accordance with these Terms, the Privacy Agreement and any instructions reasonably given by you from time to time and you shall indemnify and hold us harmless against any claims made against it as a result of us acting in accordance with your instructions;

(c) each you and we shall take appropriate technical and organisational measures against unauthorised or unlawful processing of Customer Data or its accidental loss, destruction or damage;

(d) we shall not be responsible for backing up or saving any Customer Data and you shall ensure that you have saved all Customer Data; and

(e) as part of our Service you consent to us emailing the Customer directly with the outcome/results of their use of AccessAdvice.

6.3 As a convenience to you we will present a Privacy Agreement to Customers which they are required to accept prior to using AccessAdvice. It is your responsibility to review the Privacy Agreement and ensure that it is sufficient for your needs and meets your requirements. We are not liable to you or any Customer should the Privacy Agreement be unsuitable for your needs. Contact us to discuss any issues with this prior to the commencement of any Services.

6.4 We shall not share, disclose, or make available to any third party the Customer Data without first receiving the written consent of the Adviser. For the avoidance of doubt, we may disclose Aggregated receiving the written consent of the Adviser. For the avoidance of doubt, we may disclose, share, sell or make available Aggregated Data to third parties.

6.5 On termination or expiry of these Terms we shall be permitted to retain and use an archival copy of the Customer Data in order to, and to the extent necessary to: (i) comply with any laws, rules, or regulations governing the matters set forth in these Terms, or (ii) defend against any claim arising from the provision of the Services.

6.6 Except where you are not required to by law, you warrant to us that you have registered as a Data Controller under the Act and will maintain such registration for the duration of your Subscription Period.

  1. Intellectual Property

7.1 All IPR in the Services shall remain vested in us or our licensors and nothing in these Terms is intended to or shall act to transfer any rights to you.

7.2 The Services may include third party information such as, but not limited to, fund information. A reasonable number of copies of this information may be used and printed by Advisers in their normal course of business or by Customers in relation to an analysis of their own finances however, you are not permitted to:

(a) Manipulate the information other than enabled by the Services;

(b) Use any portion of the information as source material or factual content to create original content for publication;

(c) Re-distribute any information to any third party (with the exception of Advisers to their Customers).

(d) Reverse engineer the Services or access the information except via the Services.

(e) Represent or give the impression that any third party (including Customers) can rely on us for any information provided.

7.3 We shall grant to you a non-exclusive right to access the Services and allow your Customers to access and use AccessAdvice via the web application during your Subscription Period. Said right of access shall be subject to you fulfilling, and continuing to fulfil all obligations set forth in these Terms.

7.4 You shall grant us a non-exclusive, worldwide, royalty free, non-transferable and non-sub licensable licence to use the Customer Data solely and to the extent necessary to provide the Services and you warrant that you have the necessary licences, rights and consents to grant such licence.

  1. Not Used
  1. Term and Termination

9.1 Your right to access and use the Services on these Terms shall commence on the date on which you accept these Terms and shall continue (subject to clause 5.3 and to you holding a Dynamic Planner Professional User licence) for the period of 12 months. Thereafter it shall automatically renew for further successive 12 month periods (each a “Subscription Period”) unless:

(a) you give not less than three months’ notice to terminate at the end of the current Subscription Period; or

(b) we give you written notice to terminate at any time.

9.2 The rights and obligations of the parties which expressly or by implication are intended to continue after termination shall survive and continue to bind the parties, their successors and assigns.

9.3 We reserve the right to temporarily suspend your implementation of the Service at any time with immediate effect without liability to you or any Customers.

  1. Liability and Indemnity

10.1 Except as is set out in Clause 10.4 below, we shall not be responsible or liable to you in contract, tort (including negligence) or otherwise for any loss of profit, loss of reputation and loss of anticipated savings, loss or corruption of data or information (whether direct or indirect) nor for any costs, expenses, damages and losses of an indirect or consequential nature, suffered or incurred by you arising out of or in connection with these Terms.

10.2 Subject to clause 10.4, our maximum liability under these Terms shall not exceed any fee if incurred.

10.3 You shall indemnify us against any losses, payments and/or claims brought against us arising from:

(a) your breach of the Act;

(b) the provision of Financial Products or Financial Advice to Customers;

(c) a breach by you of any of the Applicable Regulations in relation to the provision of the Services or use of AccessAdvice by Customers;

(d) information that you have provided to us or your misuse of the Services;

except to the extent that such losses, payments or claims are directly attributable to our negligence or fraud;

(e) your breach of any warranty contained in these Terms.

10.4 Nothing in these Terms shall limit or exclude liability for any death or personal injury caused by negligence nor for fraud or any other liability which may not be properly limited or excluded under applicable law.

  1. Not Used
  1. Force Majeure

12.1 Neither party shall be liable for any delay or failure to perform its obligations under these Terms (save for obligations to make payments when due) which is attributable to any acts, events, omissions or accidents beyond its reasonable control, including but not limited to acts of God, extreme adverse weather conditions or natural disaster, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion or riots, nuclear, chemical or biological contamination or sonic boom, compliance with any law, regulation or directive, fire, explosion or accidental damage, failure of plant machinery, machinery, computers or vehicles, any labour dispute, including (but not limited to) strikes, industrial action or lockouts, non-performance by suppliers or subcontractors and interruption or failure of utility or transport service.

  1. Entire Agreement

13.1 These Terms (together with the documents referred to herein) contains the entire agreement and understanding of the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of these Terms.

  1. Nature of Relationship

14.1 Nothing in these Terms shall create or be deemed to create a partnership between you and us and neither party shall have authority or power to bind the other or to contract in the name of or create liability against the other in any way or for any purpose save as expressly authorised by the other from time to time.

  1. Severability

15.1 In the event that the whole or any part of the terms, conditions or provisions contained in these Terms shall be determined invalid, unlawful or unenforceable to any extent then such term, condition or provision or part thereof shall be severed from the remaining terms, conditions and provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.

  1. Waiver

16.1 Any waiver or a breach of any of the provisions in the Terms or any default hereunder shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other provisions in these Terms.

16.2 No failure or delay in exercising any right, remedy, power or privilege of any party under these Terms and no course of dealing between the parties shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise therefore or the exercise of any other right, remedy, power or privilege. The rights and remedies provided by these Terms are cumulative and are not exclusive of any rights or remedies provided by law.

  1. Notices

17.1 Any notice or other communication to be given to us under these Terms should be sent to: Distribution Technology Limited, Sovereign House, Vastern Road, Reading, Berkshire, RG1 8BT.

  1. Assignment

18.1 We may assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms without your prior written consent. Notwithstanding the foregoing, either party may assign these Terms in the case of merger, acquisition or sale of all, or substantially all, of the assigning party’s assets, stock or business. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties’ respective successors and permitted assigns.

  1. Exclusion of third party rights

19.1 Unless expressly provided herein these Terms not enforceable by any person who is not a party to it and the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.

  1. Variation

20.1 We may vary these Terms at any time on giving you written notice, either by email, post or by posting the amended Terms on the Site. No variation of these Terms by you shall be valid unless signed by both parties.

  1. Governing law

21.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales.

21.2 The parties hereto hereby submit to the exclusive jurisdiction of the courts of England in relation to any claim, dispute or difference that may arise hereunder.