IMPORTANT - PLEASE READ THE FOLLOWING CAREFULLY
These terms and conditions of use (Terms) set
out the terms and conditions applicable to your use of iPipeline's
website (Website) and the services accessible
through the Website, our portal, and other means iPipeline makes
such services available (together, the
Services).
In these Terms, references to you are
references to you, the person using the Website and/or Services (as
applicable) and references to we or
us are references to iPipeline Limited, the
providers of the Website and Services, registered in England and
Wales with company number 03033012 and with a registered office at
Part Second Floor, The Quadrangle Building, Imperial Promenade,
Cheltenham, Gloucestershire, GL50 1PZ. The agreement between you
and us for the use of the Website and the Services will be referred
to in these Terms as the agreement.
1. Our Website, the Services and Authorised
Users
1.1 Our Website is designed to provide
users with information and links to our UK operations, including
access to the Services. Each of the Services will be governed by
their own terms of use. If you are accessing the Services via
your employer or a third party who has a contract with iPipeline in
place, the terms of their contract with iPipeline will apply to
your use of the Services. If you are accessing the Services on your
own account or your employer or service provider does not have a
contract with iPipeline governing your use of the Services, your
use of the Services will be on the applicable individual user terms
and conditions, which you should read before utilising them.
1.2 Our Services are provided
solely for use by financial advisers, administrators, tied-agents
and any other person who may lawfully use the Services within FCA
regulations (Authorised Users). Authorised Users
must normally be resident in the United Kingdom. If you are not
resident in the United Kingdom, please contact us before
registering to use the Services. No other person may use the
Services. In registering to use the Services you represent and
warrant to us that you qualify as an Authorised User. This
confirmation will be an important term of the agreement between us
and you should be aware that you will be in breach of your
agreement with us if it is not true. If you do not qualify as an
Authorised User you should not register to use the Services.
Notwithstanding the foregoing, the FCA regulations may not be
applicable to all use cases around the use of our electronic
signature Services unrelated to the rest of the Services but in the
event FCA regulations do apply and an Authorised User is not in
compliance with such regulations, you agree to indemnify and hold
iPipeline harmless from any such usage.
1.3 Your use of our Website and the
Services is also governed by our privacy policy (Privacy Policy). You should read and
familiarise yourself with our Privacy Policy. The Privacy Policy
forms part of these Terms and your agreement with us.
2. Access to the Service
2.1 You must only use our Website and the
Services:
2.1.1
strictly in accordance with these Terms (and any applicable
agreement as described in paragraph 1.1 in relation to your use of
the Services);
2.1.2 for
lawful purposes, and you must not use the Website or the Services
in any way which may be considered abusive or fraudulent, which
includes:
(a)
attempting to, or actually obtaining, accessing, altering, or
destroying the data files, programs, procedures and/or
information;
(b) using
the Website or the Services in such a manner as to interfere
unreasonably with the use of our Services by any other user;
(c) sending
any message or other communication which is in breach of any laws,
codes or regulations;
(d) the
wilful or negligent creation and/or introduction onto the Website
or any Services or our systems of any virus, worm, trojan horse,
cancelbot or other destructive or contaminating program;
(e) carrying
out of invisible processing when using the Website or Services
(including placing web bugs and other monitoring devices on
computers accessing the Website or Services);
(f)
tampering with routing and domain name services in order to "spoof"
other computer networks and users;
(g)
attempting to gain access to or gaining access to information which
contains enquiry or transaction volumes relating to use of our
Services; or
(h)
assisting another to perform the acts prohibited in this
paragraph;
(i)
decompiling, disassembling or reverse engineering any aspect of the
Website or the Services (except to the extent applicable laws
specifically prohibit such restriction); and
(j) amending
or re-branding or otherwise alter any aspect of the Website or the
Services or the way it is displayed.
2.2 You will not, and you will not
permit any other person to, download, reproduce or otherwise copy
all or any part of the Website or any aspect of the Services other
than as expressly permitted to do so pursuant to these Terms (or
any specific terms applicable to the Services) or otherwise by
law.
2.3 If you need one in order to be able
to access the Services, we will allocate a username and password to
you. You will notify us immediately if any of these details are
disclosed to any unauthorised person or you become aware that your
username and/or password are no longer secure.
2.4 You will be fully responsible for
compliance with these Terms, in all circumstances, whenever you
access or use our Website and the Services.
2.5 Without prejudice to paragraph
2.4 above, you will be fully responsible for all activity under
your account (including, without limitation, activity by any
adviser, staff member or other individual connected to you who,
with your permission, accesses or uses our Website and the
Services).
2.6 Once you have registered to use the
Services you agree that we may refer to you as a user of the
Services in our promotional messages and literature.
3. Service Availability and
Standards
3.1 We will provide the Website with
reasonable skill and care and use reasonable endeavours to provide
access to the Website continuously. However, you acknowledge and
accept that certain downtime, network failure or circumstances
beyond our control may affect our provision of the Website. We do
not warrant that the Website will be available at all times but we
will use reasonable endeavours to keep downtime to a minimum.
3.2 We give no warranty that the
functions contained in the Website or as part of the Services will
meet your requirements, that the Website or access to the Services
via will be uninterrupted or error free or that any defects in the
same will be corrected within a certain time. We will have no
liability to you as a result of any failure or delay in providing
the Website which is beyond our direct and reasonable control.
4. Security and
Confidentiality
We shall use all commercially reasonable
endeavours to keep all personal details, information, usernames and
passwords confidential and secure. However, we shall have no
liability in respect of any loss, liability, cost or damage which
may arise as a result of any unauthorised access to any of our
Services or unauthorised use or disclosure of any personal details,
information, usernames or passwords provided that we have taken all
reasonable steps to minimise the risk of such unauthorised use or
disclosure.
5. Suspension of Access
We may suspend your access to the Website or any of our Services
at any time if we know or reasonably believe that you have
breached, or are likely to breach, these Terms.
6. Intellectual Property Rights
6.1 All rights, including all copyright
and other intellectual property rights, in and to the Website and
the material published on it, and in and to the Services, are owned
by or validly licensed to us, and protected by copyright laws
and treaties around the world. All such rights are reserved to us
and/or our licensors (as applicable). You will not do anything to
infringe these rights, and will only use the Website and the
Services as expressly permitted by these Terms and any other terms
applicable to specific Services.
6.2 As a visitor to our Website, you may
download a single copy of the material for your own non-commercial,
private viewing purposes only. No copying or distribution for any
commercial or business use is permitted without our prior written
consent, and you must not modify any paper or digital copies of any
materials you have made pursuant to these Terms. Our status (and
that of any identified contributors) as the authors of material on
our Website must always be acknowledged.
6.3 If you print off, copy or download
any part of our Website in breach of these Terms, your right to use
our Website and access the Services will cease immediately and you
must, at our option, return or destroy any copies of the materials
you have made.
7. Linking to and from other
sites
7.1 When using our Website or the Services, you may be
linked to a product provider's or other third party's website. We
accept no responsibility for the content of such third-party
websites. Each product provider is responsible for the information
and the products and services it makes available through the
Services and its own websites and extranets. We make no
representation or warranty as to the accuracy or fitness for any
purpose of any product provider's or other third party's
information, products or services. We do not independently verify,
monitor or screen any information contained on or accessed via the
Website or the Services.
7.2 You may not include a link to our
Website or display the contents of our Website surrounded or framed
or otherwise surrounded by material not originating from us without
our consent.
8. Data Protection
8.1 This paragraph should be read in
conjunction with our Privacy Policy.
8.2 As set out in the Privacy Policy, we
may pass information we obtain about you and your customers to
third parties including our partners, providers of content to the
Services and third party service providers (some of whom may
operate outside of the EEA and in some instances operating a cloud
based application) to provide statistical information to content
providers and business partners. Such information will be
de-personalised aggregated information (such as which age groups
prefer a particular product or service) which cannot be used to
identify you or your customers. You agree to allow us to use your
information for such purposes and you agree to ensure that consent
for such use is obtained from your customers before passing such
information to us. A line in your terms and conditions or privacy
policy should be added that states:
"We [IFA] may pass your personal data on to
third parties (including Assureweb, iPipeline Limited and its
partners) who assist us in providing our service. These third
parties may then send this data as de-personalised aggregated
statistics to further third parties (some of whom may be outside of
the EEA). Any information sent out by third parties assisting
us will be anonymous. Anonymisationmeans that it doesn't contain
any personal information about you but, for example, might say
which age groups prefer a particular product or service. By
using our service you agree to such use of your personal data."
8.3 You will not use or agree to any
terms and conditions or any privacy policy which conflict with
these Terms or the terms of our Privacy Policy.
8.4 To contact our data protection
officer please write to: The Data Protection Officer, iPipeline
Limited, Part Second Floor, The Quadrangle Building, Imperial
Promenade, Cheltenham, Gloucestershire, GL50 1PZ. Alternatively
email the DPO: uk.dataprotection@ipipeline.com
8.5 You will not include or transmit your
customer data outside of the iPipeline services. Customer data
should only be shared via the agreed secure sharing mechanism and
should never be transmitted to us via email or any other non-secure
method.
9. Warranties and
Indemnity
9.1 You represent and warrant that:
9.1.1 at all
times when you are accessing any of the Services you will hold all
necessary licences and consents for the purpose of conducting
business in connection with the use of any of the Services
(including any authorisation required under financial services
legislation or any relevant regulatory authority), and you will
defend and indemnify us in respect of all liabilities, losses,
costs and expenses suffered or incurred by us and arising out of or
in connection with carrying out an authorised business;
9.1.2 in your
use of the Website and the Services you shall cause no harm or
damage to iPipeline, or do anything which would bring iPipeline's
reputation into disrepute; and
9.1.3 you
will always use the Website and the Services in a fair and lawful
manner.
9.2 You shall be responsible for, shall
indemnify and will defend us against all liabilities, losses, costs
and expenses which we may suffer or incur as a result of your use
of the Website other than in accordance with these Terms.
10. Limitation of
Liability
10.1 We do not exclude or restrict liability for death or
personal injury arising as a result of our negligence or for fraud
(including fraudulent misrepresentation) or to the extent that such
liability cannot be excluded or restricted by financial services
legislation or any other applicable laws and regulations.
10.2 Different limitations and exclusions
of liability will apply to liability arising as a result of the
supply of any of the Services to you, which will be set out in the
terms applicable to such Services.
10.3 Subject to paragraph 10.1 above, we
shall not be liable under this agreement to you or any third party
for any:
10.3.1
indirect, economic, special or consequential loss, lost sales,
turnover or revenue or damage whether in contract (given by
indemnity or otherwise), tort or otherwise; or
10.3.2 any
loss of profit, loss of data, loss of use of equipment or process,
loss of anticipated savings, or wasted management time, in each one
case howsoever arising and whether or not we have been informed of
the potential loss or damage arising and whether incurred directly,
indirectly or consequentially.
10.4 We exclude all implied conditions,
warranties, representations or other terms that may apply to our
Website or any content on it, and will not be liable to you for any
loss or damage, whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, even if foreseeable,
arising under or in connection with:
10.4.1 use
of, or inability to use, our Website; or
10.4.2 use of
or reliance on any content displayed on our Website.
11. General
11.1 Changes to these Terms may be made from time to time
by us. You agree to the Terms as amended from time to time by your
continued use of our Website.
11.2 The words 'include' and 'including'
are to be construed without limitation.
11.3 The failure, delay or omission by
either party to take action in respect of a breach of any of these
Terms shall not constitute a waiver of any breach of the same or
any other provisions of these Terms.
11.4 If any provision of these Terms
shall be found to be invalid or unenforceable the invalidity or
unenforceability of such provisions shall not affect the other
provisions of these Terms.
11.5 These Terms constitute the entire
agreement between us in respect of access to the Website. There may
be additional terms applicable to your use of certain of the
Services. In the event of any conflict between these Terms and any
specific terms applicable to your use of any of our Services, such
other terms shall prevail.
11.6 If you need to contact us in
connection with these Terms, please either write to us at Part
Second Floor, The Quadrangle Building, Imperial Promenade,
Cheltenham, Gloucestershire, GL50 1PZ or email us at uk.support@ipipeline.com.
11.7 We may assign, sub-contract or
delegate all or any of our rights or obligations under these Terms
without your prior consent. You may not assign any of your
obligations or rights or otherwise under this agreement to any
third party.
11.8 This agreement and these Terms shall
be governed by the laws of England and Wales and all parties agree
to submit to the exclusive jurisdiction of the courts of England
and Wales as regards any claim or matter arising under these
Terms.
V.1.2