FINANCIALADVISOR.CO.UK : ADVISOR TERMS AND CONDITIONS
Our website www.financialadvisor.co.uk ("Our Site") provides an on-line arena within which customers looking for a financial advisor can be directed to you (the "Services"). However, you need to become a registered member of Our Site ("Advisor") before you can use the Services, and please refer to our user Terms and Conditions in the first instance.
You will become an Advisor, and a contract will be formed between us upon these terms and conditions and the terms of the Advisor Application Form (the “Contract”) when both parties have signed the Advisor Application Form, or alternatively when you have submitted an Advisor Application Form online and it has been accepted by Us.
www.financialadvisor.co.uk is a site operated by Financial Advisor Network Limited ("We" or "Us"). We are registered in England and Wales under company number 07541274 and have our registered office at The Unit, Park Lane House, Leeds, LS3 1AA.
By applying to become a Member of Our Site, you warrant that: (a) You are legally capable of entering into binding contracts; and (b) All the information about you in your Advisor application form is accurate.
3.1 The Contract will run for one year from being formed as described above (the "Commencement Date"). The Contract will automatically renew for a further period of one year on each anniversary of the Commencement Date, unless either party gives notice to the other to terminate the Contract. Subject to clause 12, the Contract may only be terminated on an anniversary of the Commencement Date and on not less than 60 days’ notice in writing.
3.2 We reserve the right to refuse to accept Advisor applications in our absolute discretion. 3.3 These terms shall apply to and be incorporated into the Contract and will prevail over any inconsistent terms or conditions contained or referred to in any purchase order, confirmation or acceptance of a quotation provided by you, or implied by law, custom, practice or course of dealing.
4.1 Subject to you paying the Subscription Fee, We will forward on to you any enquiries we receive from users of Our Site ("Users") for financial advice services in the post code regions listed in your Advisor Application Form ("Leads"). Furthermore, when Users search for financial advice service in your post code region, your contact details (i.e. name, address, website, email and telephone contact details) will be shown within the top three search result listings on Our Site.
4.2 We will not send Leads in your post code region to more than two other advisors unless We have sent to you twenty Leads or more in each of three consecutive months, in which case we reserve the right to send Leads to more than two other advisors in our absolute discretion.
4.3 We will email details of any Leads that we receive to the email account that you have set out in the Advisor Application Form (or any other email account that you may notify to us in writing from time to time). Leads will be sent to all advisors entitled to receive them at the same time and in the same format. You will be liable to pay for all Leads that We send to you in accordance with these provisions save for any Leads you have not received as a direct result of failure of our servers or communication systems.
4.4 Where you have paid a Listing Fee we will not send Leads to you, but your contact details (i.e. name, address, website, email and telephone contact details) will be show in applicable search result listings on Our Site.
4.5 We will use reasonable care and skill in providing our Services to you. We reserve the right to postpone access to Our Site for the purposes of maintenance or error-correction at any time without notice.
4.6 You warrant that all information you submit for inclusion on Our Site is accurate and is not misleading in any way. You will indemnify Us against any losses arising from your breach of this clause.
5.1 If a User purchases services from you, you are required to perform those services promptly and in accordance with all applicable laws, including if applicable but without limitation the Consumer Protection (Distance Selling) Regulations 2000. You are responsible for providing any User to whom you provide services with all relevant information relating to the contract between you and the User including without limitation your terms of business and information about how (if at all) you will use any of their personal data.
5.2 You acknowledge that We are not and will not be a party to any contract that may come into existence between you and any User that purchases your Services or who you may otherwise meet or come into contact with through Our Site. Subject to clause 11.3, We will not be liable for any loss or damage suffered by you as a result of your dealings with any User or any person, firm or company you have come into contact with through Our Site. You will indemnify Us against all costs, claims, damages and losses that may arise out of your dealings with Users.
5.3 We cannot give any undertaking or warranty in relation to Users generally (including without limitation as to their ability or willingness to pay for your Services). Furthermore, We cannot guarantee any amount of business or Leads for you as a result of your use of our Services and Our Site.
5.4 All Intellectual Property Rights on or in relation to Our Site or Services belong to Us or our licensors. In particular, but without limitation, all material on Our Site is protected by copyright laws and treaties around the world. All such rights are reserved.
5.5 We aim to update Our Site regularly, and may change the content at any time. Any of the material on Our Site may be out of date at any given time. We will endeavour to upload any amended contact details that you sent to Us within a reasonable time.
6.1 You will:
(i) Respond promptly and professionally to each Lead We send to you. You acknowledge that each Lead is not a guarantee of any business and that the Lead will be sent to other advisors as described at clause 4;
(ii) Provide Us with the contact details and other set up details for your listing on Our Site within three days of entering into the Contract with Us;
(iii) Include a link on the home page of your website to our financialadvisor.co.uk icon, which provides for a link to Our Site, and helps to increase visibility of Our Site for the benefit of both of us; (iv) Permit Us to use your business address for the purpose of the local search requirements of Google and other internet search engines;
(v) Maintain such insurance cover for your business as is required by law and reasonable prudence;
(vi) Provide Us with such information in relation to the Services as We may reasonably request, and cooperate with Us in all matters relating to the Services;
(vii) Not mislead or attempt to mislead either Us or our Users as to the quality and nature of your Services;
(viii) not infringe any law or third party intellectual property rights in your use of, activities in relation to or information provided for inclusion on, Our Site, or in the service that you provide to Users.
7.1 In consideration of the Services, you will pay the Subscription Fee and the Lead Fee or, if applicable and as set out in the Advisor Application Form, the Listing Fee. You will not be entitled to a rebate of fees in any circumstances.
7.2 The Lead Fee is payable on each Lead sent to you by Us, whether or not you get any business from the Lead. Lead Fees will be invoiced at the end of each month and must be paid within fourteen days. If Lead Fees are not paid within fourteen days, no further Leads will be sent to you until the outstanding Lead Fees have been paid in full, cleared funds, but subject always to clause 7.4.
7.3 The Subscription Fee or (if applicable) the Listing Fee are payable annually in advance on the Commencement Date and on each anniversary of the Commencement Date that the Contract subsists. If any such fee is not paid as aforesaid, no Leads will be sent to you and your contact details will not be listed on Our Site until the outstanding fees are paid, but subject always to clause 7.4.
7.4 If any of our fees are outstanding for more than thirty days we reserve the right (without prejudice to any of our other rights) to delete your contact details from Our Site and terminate the Contract. You will not be entitled to a refund of any fees you have paid in these circumstances.
7.5 We reserve the right to charge VAT on our fees (if applicable).
7.6 Without prejudice to any other right or remedy that We may have, if you fail to pay our Fees on the due date, We may charge interest on such sum from the due date for payment at the rate of interest under the Late Payment of Commercial Debts (Interest) Act 1998.
7.7 Time for payment shall be of the essence of the Contract between us.
7.8 We may set off any liability We owe to you against any liability you owe to Us.
7.9 We reserve the right to increase any of our fees not more than once in each year of the Contract. Any fee increase will take effect on an anniversary of the Commencement Date and We will give you not less than 90 days notice of any proposed increase.
8.1 We may invite Users to post comments on Our Site about any services they have received from you. We do not monitor any such comments posted on Our Site and we hereby disclaim all liability and responsibility in relation to them.
8.2 You hereby agree that We will not be liable for any comments posted by Users on Our Site and you will not initiate any legal proceedings against Us in relation to any such posting. However, if you do feel that any comments posted by Users on Our Site are unlawful, inappropriate, are a breach of your rights or any third party rights, please contact Us. We will investigate any such comments and take such action as We deem appropriate.
You must not misuse Our Site by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to Our Site, the server on which Our Site is stored or any server, computer or database connected to Our Site. You must not attack Our Site via a denial-of-service attack or a distributed denial-of-service attack. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of Our Site or to your downloading of any material posted on it, or on any website linked to it.
10.1 Our Site is made available on an “as is” basis. We cannot and do not warrant that Our Site will be permanently available or error-free.
10.1 If you are provided with a password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any password, whether chosen by you or allocated by Us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms.
10.2 You are responsible for making all arrangements necessary for you to have access to Our Site. You are also responsible for ensuring that all persons who access Our Site through your internet connection are aware of these terms, and that they comply with them.
11.1 Subject to clause 4.5, all conditions, warranties and other terms which might otherwise be implied by statute, Common Law or equity are hereby excluded.
11.2 Our liability for losses you suffer as a result of Us breaching any term of the Contract is strictly limited to the total Fees actually paid by you in the six month period immediately preceding the date of the breach.
11.3 Nothing in these terms and conditions will operate to exclude or limit in any way our liability:
11.3.1 For death or personal injury caused by our negligence;
11.3.2 For fraud or fraudulent misrepresentation; or
11.3.3 For any matter for which it would be illegal for Us to exclude, or attempt to exclude, our liability.
11.4 We are not responsible for indirect losses which happen as a side effect of the main loss or damage, including but not limited to:
11.4.1 loss of income or revenue
11.4.2 loss of business
11.4.3 loss of profits or contracts
11.4.4 loss of anticipated savings
11.4.5 loss of data, or
11.4.6 waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise. 11.5 We are not responsible or liable for any lack of access to Our Site as a result of maintenance work to Our Site.
12.1 Without prejudice to any other rights or remedies which the parties may have, any party (the “Terminating Party”) may terminate the Contract immediately on giving notice to the other (the “Breaching Party”) if:
12.1.1 the Breaching Party commits a material breach of any of the terms of the Contract and (if such breach is remediable) fails to remedy the breach within 14 days of being notified in writing of the breach;
12.1.2 the Breaching Party becomes the subject of any Insolvency Event.
In this clause 12, “Insolvency Event” means, in relation to a party, its insolvency (including without limitation its being put, voluntarily or otherwise, into liquidation, administration or receivership or their equivalent under the laws of the territory in which the party is incorporated) or the proposal or approval of a voluntary arrangement or the occurrence of any event or circumstance which would entitle a Court or a creditor to (a) appoint a liquidator, administrative receiver, administrator or receiver; and/or (b) lawfully present a winding up petition or make a winding up order in accordance with the laws of the territory in which the party in question is incorporated.
12.2 On termination of the Contract for any reason, your rights to use our Services will immediately terminate. We will be entitled to invoice you for any Fees that have arisen and you will pay such Fees and any other outstanding invoices in accordance with our payment terms in clause 7. The accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
12.3 Without prejudice to any other rights or remedies, We reserve the right to suspend your access to Our Site and Services at any time upon a breach by you of any of these terms and conditions
You accept that communication with Us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on Our Site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that We provide to you electronically comply with any legal requirement that such communications be in writing.
All notices given by you to Us must be given to Radaam Thirlway at The Unit, Park Lane House, Leeds, LS3 1AA. We may give notice to you at the e-mail or postal address you provide to Us in the advisor application form. Notice will be deemed received and properly served immediately when posted on Our Site, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
15.1 The Contract between you and Us is binding on you and Us and on our respective successors and assigns. The Contract is not intended to benefit, or be enforceable by, anyone else. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
16.1 Neither party will be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under a Contract that is caused by events outside its reasonable control (“Force Majeure Event”).
16.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond a party’s reasonable control (other than payment) and includes in particular (without limitation) the following: Strikes, lock-outs or other industrial action; Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; Impossibility of the use of public or private telecommunications networks.
16.3 Performance under the Contract by the party affected by the Force Majeure Event (the “FM Party”) is deemed to be suspended for the period that the Force Majeure Event continues, and the FM Party will have an extension of time for performance for the duration of that period. The FM Party will use all reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under the Contract may be performed despite the Force Majeure Event.
17.1 If We fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if We fail to exercise any of the rights or remedies to which We are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
17.2 A waiver by Us of any default shall not constitute a waiver of any subsequent default.
17.3 No waiver by Us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 14 above.
If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
19.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between Us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between Us, whether oral or in writing.
19.2 We each acknowledge that, in entering into a Contract, neither of Us has relied on any representation, undertaking or promise given by the other or to be implied from anything said or written in negotiations between Us prior to such Contract except as expressly stated in these terms and conditions.
19.3 Neither of Us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
20.1 Your personal data (as the same is defined in the Data Protection Act 1998) acquired by Us will be processed by Us or on our behalf in connection with the Services and may be used by Us for marketing other similar services to you.
20.2 You acknowledge that your Personal Data may be provided by Us to Users who wish to contact you in relation to your Services, as envisaged by Our Site, and you consent to the same. 20.3 By using the www.financialadvisor.co.uk website You consent to the use of Your information for marketing purposes.
The Contract will be governed by English law. Any dispute arising from, or related to, the Contract shall be subject to the exclusive jurisdiction of the
