Terms and Conditions
"RetireEasy" is the trading name of a company registered in England and Wales as Retireeasy Limited with company number 07234552 and its registered office at 66-67 Newman Street, London W1T 3EQ. RetireEasy's VAT number is 998 332 761. RetireEasy offers financial advisers access to an online financial life planning tool (the "LifePlan Professional Tool") that allows them to manage their clients' retirement plans. The LifePlan Professional Tool enables financial advisers to manage and review client portfolios as well as model future scenarios. Access to the LifePlan Professional Tool and other information and services are provided by RetireEasy from the website at www.retireeasypro.co.uk through which Adviser Subscribers can create an online account to enable them to use the LifePlan Professional Tool.
a. In the Agreement, unless the context otherwise requires, the following expressions shall have the following meaning:
"Account" means the online account of the Adviser Subscriber through which the Adviser Subscriber and the Adviser User(s) use(s) the LifePlan Professional Tool.
"Agreement" means the contract between RetireEasy and the Adviser Subscriber, which is entered into on the happening of the events described in Condition 4a of these Terms, and which is governed by the Terms and the information contained in the Online Form..
"Client(s)" means the client(s) of the Adviser Subscriber.
"Firm" means a firm, company, or other business organisation providing financial advice.
"Force Majeure" means, in relation to either party, circumstances beyond the reasonable control of that party, including acts of God; war; riot; civil commotion; fire; flood; adverse weather; terrorist action; nuclear, chemical or biological contamination; the act or order of any governmental, provincial or local authority; network or Internet failure or other telecommunications or system failure; breakdown of plant or machinery; or default of suppliers or sub-contractors.
"Adviser" means an Independent Financial Adviser or similar individual or sole trader.
"Adviser Subscriber" means the contracting party identified on the Online Form and on invoices, and who may be a Firm or an Adviser.
"Adviser User(s)" means any person who uses the LifePlan Professional Tool via an Adviser Subscriber's Account, is authorised to do so by that Adviser Subscriber. An Adviser User may be either a Client or employees of the Adviser Subscriber as described in Condition 8e.
"Information" means all personal data, financial information, content, postings, messages, text, files and other data and material which is input onto or uploaded to the Website using the LifePlan Professional Tool.
"LifePlan Professional Tool" means a financial planning tool that has been designed to help the Adviser Subscriber and their Clients understand how the Clients' income and assets can be used to plan the Clients' retirement.
"Online Form" means the online form on the Website which the Adviser Subscriber completes and submits in order to create the Account, and the submission of which prompts RetireEasy to send a first invoice to the Adviser Subscriber.
"Services" means the services provided by RetireEasy through the LifePlan Professional Tool and the Website, pursuant to the Agreement.
"Terms" means the terms and conditions of this Agreement, which comprise all the terms and conditions contained in or referred to in this document, the information contained in the Online Form and the fees detailed on the Website.
"Website" means the website at www.retireeasypro.co.uk.
b. Words denoting the singular include the plural and vice versa and words of any one gender include reference to both genders. References to a "person" include natural persons, corporations, companies, firms, associations and organisations. References to "including" and "include" shall be construed as illustrative and deemed to mean respectively "including without limitation" and "include without limitation". References in the Agreement to any statute, statutory provision or regulation includes a reference to:- (a) that statute, statutory provision or regulations as from time to time amended, extended, re-enacted or consolidated whether before or after the date of the Agreement; and (b) all statutory instruments or orders made pursuant to it.
3. Acceptance of Terms
To participate in any element of the Service, the Adviser Subscriber or its authorised representative must read and accept all of the Terms of the Agreement and the Adviser Subscriber must pay the applicable subscription fees as referred to at Condition 11.
4. Formation of the Agreement
a. The Agreement is formed once the following events have occurred:
i. the Adviser Subscriber or its authorised representative has read and accepted all of the Terms;
ii. the Adviser Subscriber or its authorised representative has successfully submitted a completed Online Form;
iii. RetireEasy has approved the Adviser Subscriber who will be notified of such approval by RetireEasy issuing it a first invoice; and
iv. RetireEasy has received in cleared funds payment of the Adviser Subscriber's first invoice.
b. On the formation of the Agreement (on the happening of the events described in Condition 4a), the Adviser Subscriber enters into a legally binding contract with RetireEasy, which is governed by the Terms.
c. RetireEasy reserves the right to reject any application to become an Adviser Subscriber from any person.
5. Amendment of Terms
RetireEasy may modify the terms of the Agreement, in its sole discretion, by posting amended terms to the Website. The Adviser Subscriber and/or the Adviser Users' continued use of the Services indicates the Adviser Subscriber's acceptance of any such amendment to the Agreement. RetireEasy may also update these Terms from time to time for legal or regulatory reasons or to allow the proper operation of the Services. Any changes will be notified to the Adviser Subscriber via the e-mail address provided by the Adviser Subscriber on the Online Form, or via a suitable announcement on the Website. The changes will apply to the use of the Services after RetireEasy have given notice.
6. A UK business service only
The Services are directed exclusively at Adviser Subscribers operating in the United Kingdom and Adviser Users who hold British passports.
8. Use of the Services by Adviser Subscribers and Adviser Users
a. The Adviser Subscriber and/or its authorised representative warrant that they have the legal capacity to enter into this legally binding agreement. Where the Adviser Subscriber is an individual or represented by an individual that individual warrants that he or she is at least 18 years old.
b. The Adviser Subscriber will check and confirm the identity of any person wanting to register as an Adviser User as a pre-condition to that person being provided with a user ID to access the Services via the Account. At each monthly renewal of its subscription, the Adviser Subscriber will reconfirm that each user ID remains associated with a current Adviser User.
c. Subject to RetireEasy's data protection obligations as set out at Condition 13, the responsibility for the security of the Adviser Subscriber user ID, password and other Account details rests with the Adviser Subscriber. The Adviser Subscriber agrees to notify RetireEasy immediately if it becomes aware of any unauthorised use of its Account or any other breach of security.
e. Access to the LifePlan Professional Tool is limited to the number of 'seat' licences the Adviser Subscriber requires, with one seat licence permitting 1 individual Adviser User to access the Website at any one time. The number of seat licences the Adviser Subscriber has purchased shall be listed in the Online Form and, subsequently, on invoices and via the Account. If the Adviser Subscriber wishes to increase the number of seat licences it requires, it must notify RetireEasy and pay the current additional subscription fee for each additional seat as would be advised and/or detailed on the Website.
f. The rights granted under this Condition 8 are granted to the Adviser Subscriber and its Adviser Users only and solely for the purposes referred to in the Terms (in particular, as described in Conditions 1 and 14(a) and in relation to Adviser Users, the User Agreement. The rights shall not be considered granted to any of the Adviser Subscriber's [or Clients'] other offices, business divisions, subsidiaries, group or holding companies.
h. The Adviser Subscriber shall maintain a written list of the Adviser Users using the Account, and shall provide such list to RetireEasy as may be reasonably requested by RetireEasy from time to time.
i. The Adviser Subscriber shall ensure that each Adviser User keeps a secure password for his or her use of the Services via the Account, that such password is changed no less frequently than monthly and that each User keeps his or her password confidential.
j. If the Adviser Subscriber discovers that the Services are, via the Account or otherwise, being used by third parties who are not Adviser Users or have not entered into a contract with RetireEasy permitting them to access and use the Services, the Adviser Subscriber agrees to inform RetireEasy immediately.
k. RetireEasy may audit the Website regarding the name and password for each Adviser User. Such audit may be conducted no more than once per month, at our expense, and shall be exercised with reasonable prior notice, in a manner so as to not substantially interfere with normal conduct of the Adviser Subscriber's or any of its Adviser Users' business. If such audit reveals that passwords have been provided to individuals who are not Adviser Users, and without prejudice to our other rights, the Adviser Subscriber shall promptly disable such passwords and shall not issue any new passwords to such individuals.
9. The Information and the Adviser Subscriber's Intellectual Property
a. The Adviser Subscriber acknowledges and agrees that it and/or the Adviser Users are entirely responsible for the Information. The Adviser Subscriber represents and warrants to RetireEasy that it owns or otherwise has the right to use the Information.
b. RetireEasy does not purport to own the Information. RetireEasy acknowledges that all intellectual property and other rights subsisting in the Information are and shall remain the property of the Adviser Subscriber and/or the Adviser Users. The Adviser Subscriber grants to RetireEasy a non-exclusive licence to make the Information available on the Website for the provision of the Services and to further use, reproduce, distribute, transmit and display the Information if it wishes RetireEasy to provide it with other services and/or products. Further, the Adviser Subscriber understands that RetireEasy may make such changes to the Information as it deems necessary to ensure conformity with the technical requirements of the Website or the Services. The Adviser Subscriber agrees that this licence shall permit RetireEasy to take these actions.
10. RetireEasy's Intellectual Property
a. The word "RetireEasy", the RetireEasy logo and Website, and all other names, logos, icons and marks identifying RetireEasy and its products and services, are trade marks of RetireEasy and may not be used without the prior written approval of RetireEasy. The 'RetireEasy' logo is a registered trade mark in the European Union (registration number E9749615).
b. With the exception of the Information, all rights, title and ownership to all intellectual property rights in the Website, including the LifePlan Professional Tool, remain with RetireEasy. Except as expressly provided in the Agreement, nothing shall be construed to grant to the Adviser Subscriber any right, title or interest in or to the Website or to RetireEasy's LifePlan Professional Tool. All rights not expressly granted by RetireEasy in the Agreement are reserved.
c. In relation to the Website and the Services, the Adviser Subscriber shall not:
i. incorporate, copy, duplicate, modify, distribute or otherwise use or share any content on the Website or in the LifePlan Professional Tool with any other person, firm, company, organisation, business or other third party except for the purpose of using such content to include in reports to the Adviser Subscriber's Clients;
ii. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Website or LifePlan Professional Tool, except as may be allowed by any applicable law;
iii. assign, transfer, charge or deal in any other matter with its obligations or the benefit of or any of the rights granted to you under the Agreement;
iv. attempt to obtain, or assist others in obtaining, access to or taking content from the Website or the LifePlan Professional Tool, other than as provided under this Condition 10c;
v. direct, instruct, advise, authorise, encourage or seek to persuade any of its Adviser Users to do any of the acts referred to in Conditions 10c(i-iv).
a. To create the Account and to use the Services the Adviser Subscriber must pay the applicable subscription fees as quoted on the Website from time to time, and pursuant to electronic invoices which RetireEasy will issue to it under the Agreement.
b. RetireEasy will issue a first invoice electronically to the Adviser Subscriber once the Adviser Subscriber has successfully completed and submitted the Online Form and has been accepted as an Adviser Subscriber by RetireEasy.
c. Once the first invoice is paid, RetireEasy will issue subsequent invoices to the Adviser Subscriber on a monthly basis at the beginning of each calendar month.
d. All invoices are payable within 7 days of receipt, unless otherwise specified on the Website or otherwise agreed in writing between RetireEasy and the Adviser Subscriber.
e. On payment of the subscription fee for a particular month, the Adviser Subscriber will have the use of the Account and the Services for that month.
f. To pay the subscription fees the Adviser Subscriber will need a valid debit or credit card and or a PayPal account. The methods of payment RetireEasy accepts are set out in further detail on the Website.
g. When using PayPal the Adviser Subscriber acknowledges that it enters into a separate agreement with PayPal on different terms and conditions for the provision by them of on-line payment and invoicing services. Your use of PayPal is subject to eligibility, availability and compliance with PayPal's terms and conditions. The Adviser Subscriber acknowledges and agrees that RetireEasy does not act as a payment services provider or any other intermediary in respect of payments. RetireEasy is not a party to the Adviser Subscriber's agreement with PayPal and will not in any circumstances be liable to the Adviser Subscriber for any third party claim or liability relating to the provision of PayPal's on-line payment services. PayPal may, at its sole discretion and without liability, determine if the Adviser Subscriber is suitable to use a PayPal account to pay for the Services. RetireEasy does not accept any liability to the Adviser Subscriber in respect of such determination.
h. All fees include VAT and will be as quoted on the Website from time to time with the exception of any obvious error. In cases of obvious error, RetireEasy is under no obligation to provide the Adviser Subscriber with the Services at the lower price. RetireEasy reserves the right to change its fee rates upon 30 days' prior written notice to the Adviser Subscriber, such revised fee rates to take effect on the expiry of this 30 day notice period. The Adviser Subscriber may then either continue to use the Website and the LifePlan Professional Tool (which is deemed acceptance of these changes to the fee rates) or elect to terminate the Agreement.
i. Neither the Adviser Subscriber nor the Adviser Users are permitted to charge a fee for, or in any way resell, the use of any part of the LifePlan Professional Tool via the Adviser Subscriber's Account, or at all.
12. Termination of the Agreement
a. Subject to the remaining provisions of Condition 12, the Agreement shall continue in full force and effect while the Adviser Subscriber's monthly subscription fees are paid up-to-date.
b. RetireEasy may terminate or suspend the Agreement and the Adviser Subscriber's subscription immediately and without prior notice or liability if the Adviser Subscriber breaches any of the Terms including any failure by the Adviser Subscriber to pay its subscription fees. If RetireEasy terminates the Agreement and the Adviser Subscriber's subscription under this Condition (12(b)), the Adviser Subscriber shall have no right to any refund of its fees.
c. If the Adviser Subscriber wishes to terminate the Agreement it may simply discontinue using the Services or send an email to email@example.com. Subject always to Condition 12(a), if the Adviser Subscriber terminates the Agreement it shall have no right to any refund of its fees although RetireEasy shall exercise its discretion in this regard on a case-by-case basis.
d. RetireEasy may at any time terminate the Agreement on providing not less than 30 days' written notice to the Adviser Subscriber. Where applicable, RetireEasy will refund to the Adviser Subscriber on a pro rata basis any subscription fee that has been paid for a given month and which is refundable on account of the Adviser Subscriber not receiving the benefit of a full month's subscription due to the termination.
e. RetireEasy at its discretion may, without liability, suspend and/or cancel the use of, or access to, the LifePlan Professional Tool of any Adviser User if, in RetireEasy's reasonable opinion, the Adviser User is in breach of the User Agreement.
f. When (and howsoever) the Agreement expires or is terminated, RetireEasy shall continue to store the Information on its servers for a further 6 months. During this 6 month period, the Adviser Subscriber may request an electronic copy of its Clients' Information (at a charge of £25 for each Client) to be sent to the Adviser Subscriber's nominated e-mail address. If the Adviser Subscriber's Clients do not request their life plans within this 6 month period RetireEasy may then delete all the Information from its servers. THE Adviser SUBSCRIBER ACKNOWLEDGES AND AGREES THAT ON THE EXPIRY OF THIS 6 MONTH PERIOD EACH CLIENT'S INFORMATION, INCLUDING ALL ACCOUNT INFORMATION, MAY BE DELETED FROM RETIREEASY'S DATABASE AND THAT RETIREEASY SHALL HAVE NO LIABILITY TO THE Adviser SUBSCRIBER WHATSOEVER FOR SUCH TERMINATION AND DELETION.
g. All provisions of the Agreement relating to the Information, to payment, to intellectual property, to liability and to indemnification shall survive termination.
13. Data Protection
a. In this Condition 13: (a) "Data Protection Legislation" means any applicable data protection and privacy legislation in force anywhere in the world, including the Data Protection Act 1998 ("DPA") and the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (b) the terms "Personal Data", "Data Controller", "Data Processor" and "Process" (and "Processing") shall have the meanings given to them in the DPA, and include Personal Data relating to Clients.
b. To the extent RetireEasy Processes any Personal Data when performing its obligations under this Agreement ("Data"):
i. the Adviser Subscriber acknowledges that it is the Data Controller of the Data, and that RetireEasy is acting on the Adviser Subscriber's behalf as a Data Processor of the Data;
ii. RetireEasy will keep the Data reasonably confidential and reasonably secure from disclosure to unauthorised third parties.
c. Each party to the Agreement warrants to the other that in performing its obligations under the Agreement it will comply with the Data Protection Legislation.
d. The Adviser Subscriber will obtain and maintain all appropriate notifications and consents under the DPA in order to allow RetireEasy to Process the Data that it is required to Process as part of performing its obligations under the Agreement without such Processing contravening the DPA.
e. RetireEasy shall comply with obligations equivalent to those imposed on the Adviser Subscriber as Data Controller under the seventh data protection principle set out in the DPA, and in particular:
i. ensure that it has and maintains appropriate safeguards for the security of the Data, including appropriate technical and organisational security measures to prevent unlawful Processing of, and accidental loss or destruction of or damage to, the Data,
ii. having regard to the state of technological development and the cost of implementing any measures, and the harm that might result from its unauthorised or unlawful Processing or accidental loss, destruction or damage.
a. The LifePlan Professional Tool is merely a tool to assist in planning Clients' retirement. RetireEasy does not verify or check the Information. The Adviser Subscriber uses the LifePlan Professional Tool and the Services entirely at its own risk.
b. The Adviser Subscriber must evaluate and bear all risks associated with the use of the LifePlan Professional Tool and the Information or any reliance on said Tool and Information. These risks include failing to obtain third party permissions to use content owned by them. In no circumstances will RetireEasy be liable in any way for the Information or for any loss or damage of any kind incurred as a result of the Information being made available via the Services and/or failing to comply with applicable law.
c. If there is any dispute between the Adviser Subscriber and any third party in relation to the Information, RetireEasy is under no obligation to either the Adviser Subscriber or that third party to become involved unless required by law to do so.
d. RetireEasy is not authorised by the UK Financial Services Authority or under the UK Financial Services and Markets Act 2000. RetireEasy does not purport to give advice of any kind on what the Adviser Subscriber should or should not do with its Clients' income and assets. The Adviser Subscriber remains responsible for any decision that it makes in using the Website and, in taking such decisions, regard must be had to the restrictions on the scope of the Services and to the large number of other factors, financial and/or otherwise, of which the Adviser Subscriber and the Adviser Users should be aware, from sources other than the Website.
e. As the networks on which PCs, laptops, notebooks and smartphones can sometimes be unreliable, RetireEasy can only use its reasonable endeavours to ensure the Website and the Account are always available. Thus, RetireEasy will not be liable if for any reason the Website or the Account is unavailable at any time or for any period. In particular, access to the Website and the Account may be suspended temporarily without notice in the case of network or system failure, maintenance or repair or reasons beyond RetireEasy's control. RetireEasy may also, without notice, at its sole discretion modify the features, availability, operation and/or look and feel of the Website or LifePlan Professional Tool at any time.
f. The express terms of this Agreement are in place of all warranties, representations, conditions, terms, undertakings and obligations, which, but for the Agreement, would be implied or incorporated into the Agreement, or any collateral agreement, by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
g. Nothing in the Agreement shall operate to exclude or limit liability for: (a) death or personal injury caused by the negligence of RetireEasy, its servants, agents, employees or sub-contractors; (b) any breach or contravention of the terms implied by Section 2 Supply of Goods and Services Act 1982; or (c) fraudulent misrepresentation.
h. To the extent permitted by law, RetireEasy excludes: (i) liability (whether arising in contract, tort or otherwise and whether or not due to its negligence) which it may otherwise have to the Adviser Subscriber as a result of the provision of the Services; (ii) any other liability for indirect or consequential loss or damage incurred by the Adviser Subscriber in connection with the Services including any liability for loss of income or revenue; loss of profits or contracts; loss of anticipated savings; and, for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
i. Subject to Condition 14(d), RetireEasy's maximum aggregate liability arising out of or in connection with the Agreement or any collateral agreement, whether in contract or tort (including in each case negligence) or otherwise shall in no circumstances exceed the total subscription payments made by the Adviser Subscriber to RetireEasy.
The Adviser Subscriber agrees to indemnify and hold RetireEasy and each of its directors, agents and employees, harmless from and against any loss, liability, claim, action, demand, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with the following:
a. the Information (including personal data and information) including any breach or alleged breach of the Data Protection Legislation;
b. any third party information the Adviser Subscriber posts or shares on or through the public side of the Website;
c. the Adviser Subscriber's use of and conduct in connection with the Services and the Website;
d. the Adviser Users' use of and conduct in connection with the Services and the Website;
e. any infringement or alleged infringement (including the defence of such alleged infringement) of any rights in connection with the provision or receipt of the Services; or
f. any breach or alleged breach of the Agreement.
a. The Adviser Subscriber may link to the Website's homepage, provided it does so in a way that is fair and legal and does not damage RetireEasy's reputation or take advantage of it. The Adviser Subscriber must not establish a link in such a way as to suggest any form of association, approval or endorsement on RetireEasy's part where none exists. The Adviser Subscriber must not establish a link from any website that is not owned by it.
b. The Website must not be framed on any other website, nor may the Adviser Subscriber create a link to any part of the Website other than the homepage. RetireEasy reserves the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the standards set out in these Terms.
c. If the Adviser Subscriber wishes to make any use of material on the Website other than that set out above, the Adviser Subscriber or its authorised representative would need to send a written request to firstname.lastname@example.org for RetireEasy's consideration.
d. Where the Website contains links to other websites and resources provided by third parties, these links are provided for information purposes only. RetireEasy has no control over the content of those websites or resources, and accepts no responsibility for them or for any loss or damage that may arise from the Adviser Subscriber's use of them.
a. The Agreement constitutes the entire agreement between the Adviser Subscriber and RetireEasy regarding the use of the Service, superseding any prior agreements between the Adviser Subscriber and RetireEasy relating to the Service.
b. The failure of RetireEasy to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision in that or any other instance.
c. If any provision of the Agreement is held invalid, the remainder of the Agreement shall continue in full force and effect. If any provision of the Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining provisions.
d. No variation to the Agreement will be binding upon RetireEasy unless it is made in writing and signed by a director of RetireEasy.
e. For the purposes of the Contracts (Rights of Third Parties) Act 1999, and notwithstanding any other provision of the Agreement, the Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
f. All notices which are required to be given under this agreement must be in writing and sent to an address set out in this agreement, or such other address in the UK as the recipient may designate by notice given in accordance with the provisions of this Condition 14(f). Any such notice may be delivered personally or by first class pre-paid letter, e-mail or facsimile transmission and shall be deemed to have been served, if by hand, when delivered; if by first class post, 48 hours after posting; and if by facsimile transmission or e-mail, when dispatched. In addition, RetireEasy may give notices to the Adviser Subscriber through the Account on the Website, and any such notice shall be deemed to have been served upon it being placed via the Account.
18. Force Majeure
RetireEasy shall not be liable to the Adviser Subscriber for any failure or delay in performing any of its obligations hereunder if such failure or delay is caused by the occurrence of an event of Force Majeure.
19. Governing Law and Jurisdiction
The Website is controlled and operated in the United Kingdom. These Terms and all matters connected with any order the Adviser Subscriber places on the Website are governed by English law. The Adviser Subscriber agrees to submit to the exclusive jurisdiction of the courts of England and Wales in relation to all matters connected with or arising out of the Website or any order you place on the Website. Users who access the Website from outside the United Kingdom do so at their own risk and on their own initiative and are responsible for compliance with their own local laws, to the extent that any local laws are applicable. Nothing in these Terms in any way is an attempt to restrict or affect the statutory rights of the Adviser Subscriber or the Adviser Users under English law.
Date Published: 11th June 2012 (Version 1)
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