2.Overview

2.1 These are the terms and conditions for the Supplier to supply You with a monthly subscription service and access to the Clients+ online portal (the “Portal”) to access and download digital content (the “Content”)(the “Services”). The Content and the Services are intended only for use by staff of financial services firms.

2.2 You are provided with login details, which will allow You to login to the Portal and download the Content you require, each month of the Term (as defined below). You are permitted to download and access the Services subject to the terms and conditions set out herein.

2.3 The Services shall be provided on an ongoing monthly basis (the “Term”).

2.4 In respect of the Services, either party may terminate the provision of Services, and therefore these Conditions, upon 1 month’s written notice to the other.

3.These Conditions

3.1 These Conditions have been made available to You on the website (www.clientsplus.co.uk). By proceeding with the purchase of the Services online on the “website”, You hereby agree that these Conditions shall govern the supply of Services to You.

3.2 These Conditions are our entire agreement. No previous statements or representations that the Supplier has made to You form part of the contract between the parties unless they are included herein. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.

3.3 If either party requires to give the other a notice under these Conditions (“Notice”), the Notice must be effectively provided as detailed in clause 11.4.

4.The Services

4.1 In respect of the Services and all Content, the Supplier shall supply the relevant digital content, including but not limited to white label content in word format, PDF guides and video libraries, to You.

4.2 The Supplier will supply the Services to You that are set out in these Conditions. Any performance dates are estimates, and the Supplier does not guarantee those timings.

4.3 The Supplier may amend the Services if necessary to comply with any regulations, or if the changes do not otherwise affect the nature and quality of the Services. If the Supplier decide to make a change, you will be notified in a Notice.

5.Your Obligations

5.1 If you do anything which is a criminal offence under the Computer Misuse Act 1990, your right to use the website, the Services and the Content will end straightaway. We will report you to the relevant authorities and give them your identity. Examples of computer misuse include introducing viruses, worms, Trojans and other technologically harmful or damaging material.

5.2 You must not try to get access to our site or server or any connected database or make any ‘attack’ on the website. We will not be legally responsible to you for any damage from viruses or other harmful material that you pick up via our website.

5.3 Where You are authorised and/or regulated by a regulatory body, including but not limited to the Financial Conduct Authority (the “FCA”), You acknowledge that it is Your responsibility to ensure that the Services comply with the FCA Handbook in all respects. The Supplier does not accept any responsibility for ensuring FCA compliance, nor is responsibility accepted for errors or omissions. The Supplier is not responsible for ensuring that any guides or factsheets are suitable for the purpose for which they will be utilised. You assume full responsibility and liability, including regulatory responsibility, for any and all of the Content.

6.Charges

6.1 The Supplier will charge You the fees as detailed on the website. The Supplier will use third party payment service providers to procure payment from you on a monthly basis, and such payments shall continue unless otherwise terminated. In the event that You choose to terminate the Services and these Conditions, You will not be entitled to a refund of fees, but You will not be required to make any additional payments, provided You have given the sufficient notice requirements set out in clause 2.3.

6.2 The Supplier may add VAT to fees.

6.3 All charges are made online, via our online payment service providers, and are paid monthly in advance. Failure to make payment shall result in losing access to the Services.

6.4 Your payment details are maintained by the Supplier’s third party payment service providers, Stripe or GoCardless in accordance with its terms and conditions.

7.Intellectual Property

7.1 The Supplier owns all intellectual property rights arising from the Services, the website and the Content, until these Conditions are terminated, at which point the Supplier will assign the intellectual property rights arising from the Services to You.

7.2 For the avoidance of doubt, the Supplier owns and will continue to own all intellectual property rights in all work and property that has not been specifically incorporated solely for Your use as part of the Services.

7.3 Your use of intellectual property rights owned by a third party depends upon the Supplier obtaining a licence from the owner for You to use those rights.

7.4 The Content shall remain the exclusive property of the Supplier for the duration of these Conditions, and on a perpetual basis thereafter. Payment of the fees entitles You to a non-exclusive, non-transferable, royalty-free licence to use the Content. Such licence shall expire on termination of the Services.

7.5 In respect of the Content, You are not permitted to do the following things:
7.5.1 resell the Content;
7.5.2 copy, transmit or otherwise disseminate the Content in any way or to any party whatsoever; and
7.5.3 publish the Content in any printed media (including newspapers or magazines) or use the Content in any public-relations activities (although You are permitted to publish the Content on Your website or social media platforms).

7.6 You understand and acknowledge that the Content may be checked by an external compliance partner of the Supplier, but the Supplier does not warrant or guarantee this, and the Supplier is responsible for ensuring regulatory and other compliance of the Content. The Supplier shall not, in any circumstances, be held responsible for any losses, fines, regulatory action or otherwise caused to You as a result of the information contained within the Content.

7.7 Your use of the Content, in accordance clause 7.3 of these Conditions, is solely Your responsibility, and the Supplier shall not bear any responsibility whatsoever in this respect.

8.Confidentiality

8.1 The parties each agree to keep the other’s confidential information and know how confidential, and not to disclose it to anyone else unless they are required to do so for the performance of the Services. This clause survives termination of these Conditions.

8.2 You must keep your login details confidential at all times, and not provide these to any third party outside Your organisation. Breach of this term is a material breach of these Conditions, and may result in the Supplier immediately terminating Your access to the Services.

9.Termination

9.1 If any of the events listed below takes place, or if the Supplier reasonably believes that any of them is likely to happen, the Supplier may cancel or suspend the Services or send You a Notice to immediately terminate the Services, and these Conditions, and You must immediately pay the Supplier all sums that You owe for the Services already supplied. The events are:
9.1.1 You stop, or threaten to stop, paying your debts (this includes your failure to pay the Supplier for the Services on time as described in clause 6);
9.1.2 You are unable to pay your debts when they arise, or You are deemed to be unable to pay your debts under the legislation known as the Insolvency Act 1986;
9.1.3 You negotiate with any creditors who You owe money to reschedule your debts to them, or You enter into any arrangement or compromise with your creditors concerning your debts;
9.1.4 a petition is filed, a notice is given, a resolution is passed or an order is made for your company to be wound up (except if that happens as part of You combining with another company whilst You are still solvent), or for your bankruptcy;
9.1.5 one or more of your creditors or someone else You owe money to becomes entitled to appoint an administrative receiver or takes possession of any of your assets, or any other legal action is taken against your assets;
9.1.6 a court application or order is made for the appointment of an administrator over You and your affairs;
9.1.7 You stop carrying on business, or threaten to do so;
9.1.8 You die or lose physical or mental capacity (if You are an individual);
9.1.9 You materially breach these Conditions.

9.2 Similarly, if the Supplier does any of the matters which are listed in clause 9.1, You may send a Notice to immediately terminate these Conditions.

10.Liability Limitations

10.1 The Supplier shall not be responsible to You for any loss of profit or any consequential loss arising from the Services, and the Supplier’s total liability to You under these Conditions will not exceed the amount of fees paid by You for the Services.

10.2 These Conditions do not limit the parties’ responsibility for matters that may not be excluded by law. These include death, personal injury caused by either party’s negligence, fraud or any other matter which the law provides may not be excluded. Otherwise, any warranties or terms which are implied into these Conditions by law are excluded.

10.3 Neither party will be liable to the other for failure or delay in carrying out the Services which is caused by an event beyond that party’s reasonable control, which the party could not have foreseen or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, deliberate damage, or failures of suppliers or sub-contractors to do as they were contracted to do.

11.General

11.1 The Supplier may assign, transfer, charge or sub-contract its rights and obligations under these Conditions, but You may not do so unless the Supplier has consented in writing.

11.2 No third party, other than the parties to these Conditions, may rely on any terms of these Conditions.

11.3 Changes to these Conditions are only binding if the Supplier agrees them in writing, signs them and provides You with a copy. The Supplier may update these Conditions from time to time and, in the event that this occurs, the Supplier will provide You with an updated version.

11.4 If either party wishes to provide a notice to the other under these Conditions, the party must do so in writing and either deliver it or send it by first class post to the other’s registered office (or another address specifically given to the sender for this purpose). Delivery by post will be regarded as completed by 9:00 am on the second day after posting. This arrangement does not apply to the service of any documents in legal proceedings.

11.5 Delay in exercising a right under these Conditions will not remove that right or any other right.

11.6 The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to these Conditions or any breach of it.

11.7 If any such dispute cannot be settled amicably through ordinary negotiations between the parties, or either or both is or are unwilling to engage in this process, the initial step for dispute resolution shall be entering into structured negotiations with the assistance of a fully accredited mediator, before resorting to litigation.

11.8 If the parties are unable to agree upon a mediator, or if the mediator agreed upon is unable or unwilling to act and an alternative mediator cannot be agreed, any party may within 14 days of the date of knowledge of either event apply to LawBite to appoint a mediator under the LawBite Mediation Procedure.

11.9 Within 14 days of the appointment of the mediator (either by mutual agreement of the parties or by LawBite in accordance with their mediation procedure), the parties will meet with the mediator to agree the procedure to be adopted for the mediation, unless otherwise agreed between the parties and the mediator.

11.10 All negotiations connected with the relevant dispute(s) will be conducted in confidence and without prejudice to the rights of the parties in any further proceedings.

11.11 If the parties agree on a resolution of the dispute at mediation, the agreement shall be reduced to writing and, once signed by the duly authorised representatives of both parties, shall be final and binding on them.

11.12 If the parties fail to resolve the dispute(s) within 60 days (or such longer term as may be agreed between the parties) of the mediator being appointed, or if either party withdraws from the mediation procedure, then either party may exercise any right to seek a remedy through arbitration by an arbitrator to be appointed by LawBite under the Rules of the LawBite Arbitration Scheme.

11.13 Any dispute shall not affect the parties’ ongoing obligations under these Conditions.

11.14 These Conditions are governed by English law and the courts of England will have the exclusive right to deal with any disputes arising from it.