For the purposes of these terms and conditions (the 'Terms'), 'you' shall mean the financial adviser or financial intermediary applying to access the Companies' (as defined below) extranet site. In consideration of being granted access to the Companies’ extranet site, including all electronic services and related web sites including all third party electronic services supported by us (the 'Site'), you hereby confirm to Scottish Widows plc (“Scottish Widows”), Clerical Medical Investment Group Limited ('Clerical Medical') and CMI Insurance Company Limited ('CMI') (collectively the 'Companies') that you have read the following Terms governing the use of this facility by you, understand such Terms and you agree to be bound by them.
1. Access to the Site
1.1 The Companies reserve the right to revoke the access of any party to all or any part of the Site at their absolute discretion and at any time without notice. You may subsequently request access which shall be subject to the Companies’ approval.
1.2 You acknowledge that you will be denied access to parts of the Site that contain confidential information relating to third parties.
1.3 The Companies will use reasonable endeavours to ensure that access to the Site will be available during normal business hours, but are under no obligation to provide access to the Site during those hours. You acknowledge that the internet is not a totally reliable medium of communication and is subject to failure of software or hardware outside the control of the Companies which may lead to delays in, or total failure of access to, the Site. The Companies are not liable to you for failure to provide access to the Site or for any losses incurred by you resulting from the unavailability of the Site.
1.4 You shall at all times use and access the Site in accordance with any guidance issued from time to time by the Companies and shall not use the Site for any unlawful, improper or immoral purpose. Inappropriate use of the Site will result in the termination of your use of the Site.
1.5 You acknowledge that this Site contains output that is not intended for you to use directly with clients. If you reproduce any part of the material from this site you must ensure that it complies with FSA advising and selling rules and any Financial Promotion rules.
2. Use of Password
2.1 If you do not use a digital certificate to access the Site, Terms 2.2 to 2.6 below apply.
2.2 When you register to use the Site, you will be invited to choose a password. Your right to use the Site is personal to you and you may not permit any other person to gain access to the Site using your password.
2.3 You must not disclose your password to any third party. You should not choose a password that can easily be guessed by a third party.
2.4 If you become aware that any other person knows your password, you must notify Scottish Widows immediately.
2.5 The Companies may at any time, at their discretion, suspend or terminate the use of your password for security, administration or any other reasons. Scottish Widows will inform you as soon as reasonably possible of such termination or suspension, and will invite you to choose a new password.
2.6 If you forget your password, you must notify Scottish Widows immediately, who will invite you to choose a new password subject to security checks.
3. Online Communications
3.1 Your communications to the Companies will be deemed to have been received by Scottish Widows when the communication is accessible by the Companies.
3.2 You accept responsibility and liability for the completeness and accuracy of any communication sent to the Companies through the Site and the Companies will not be liable for any consequence of any inaccurate or incomplete communication.
3.3 You authorise the Companies to accept any electronic communication as a valid instruction without the need for further written confirmation from you or verification that such communication was generated by you. Notwithstanding the previous sentence, the Companies reserve the right in relation to all instructions received through the Site, to require ratification of the instruction from the policy owner before effecting any such instruction. The Companies will not effect instructions where policy provisions do not permit instructions to be accepted and/or authorised electronically.
3.4 In the event that a communication is corrupted, you shall re-transmit the communication as soon as possible to the Companies, together with an indication that it is a corrected communication.
3.5 If you do not receive acknowledgement of an instruction communicated by you, or if the acknowledgement does not accurately reflect the instruction as given by you, you shall immediately notify the Companies. If you do not immediately notify the Companies of the inaccuracy, you will be deemed to have accepted the acknowledgement as an accurate reflection of your instruction.
3.6 The Companies accept no liability for any failure to carry out any instructions received through the Site, and you acknowledge that it is your responsibility to ensure that you have viewed an acknowledgement confirming acceptance of each instruction.
3.7 You agree to afford the same status to all communications and information received or sent through the Site as would be applicable to communications and information sent otherwise than by electronic means, unless such communications and information can be shown to have been corrupted as a result of technical failure on the part of machine, system or transmission line.
3.8 Any instructions received from you by the Companies in relation to business that you transact with the Companies will be subject to the terms and conditions applicable to that business. These Terms are additional to those terms and conditions and relate only to the Site. In the event of a conflict between these Terms and other terms and conditions, these Terms shall prevail only in respect of matters specifically concerning the use of the Site, and unless expressly provided otherwise.
4. Data Protection
4.1 Part of the functionality of certain facilities within the Site allows you to populate certain data fields with 'personal data' (as defined in the Data Protection Act 1998 (the 'Data Protection Act')). The Companies will deal with this personal data in accordance with the Data Protection Act and CMI will also deal with personal data in accordance with the Isle of Man Data Protection Act 2002. You warrant and represent to the Companies that such personal data submitted by you to the Companies in connection with use of the Site is released with the full and informed consent and permission of the relevant data subject(s) and you agree to indemnify and keep indemnified the Companies against any costs, claims, losses, damages and other liabilities which the Companies may incur in connection with such personal data as a result of any breach by you of this warranty and representation.
4.2 You will comply with the Data Protection Act at all times in relation to transferring any personal data outside the European Economic Area. The European Economic Area comprises the members of the European Union plus Liechtenstein, Norway and Iceland. The Companies advise that Guernsey, Jersey and the Isle of Man are not within the European Economic Area. You may only transfer personal data outside the European Economic Area if appropriate protections are put in place in relation to the personal data following such transfer.
4.3 You may communicate personal data and/or sensitive personal data (as defined in the Data Protection Act) relating to individuals through the Site for the purposes of applying for products or quotes. The Companies will process the data for those purposes but may also use the information for market research, statistical purposes and the prevention and detection of fraud. The data may be shared with other companies within the Lloyds Banking Group for these purposes and, if necessary, the information may be provided to a reinsurance company. Any sensitive personal data such as information relating to the health and lifestyle of the customer required by us for underwriting purposes will be processed securely by the Companies with access limited to those who need to see it.
4.4 You confirm that you will fully explain to each individual in relation to whom you provide to the Companies personal data and/or sensitive personal data that their data will be used by the Companies in the manner specified in clause 4.3 above, and that you will obtain the individual's consent to such use of their data.
5.1 You agree that you will use your reasonable endeavours to ensure that any data submitted by you to the Companies for population of any facilities within the Site will have been checked by an up-to-date virus checker and will be free from viruses and other contaminants (whether latent or active) prior to its release to the Companies.
5.2 All data provided by the Companies to you as a result of your use of the Site shall at all times remain the property of the Companies and shall be used by you solely for the purposes of fulfilling your obligations to your clients. You shall at all times keep such data confidential and shall only disclose the data obtained from the Site relating to a specific client of yours with the consent of the client in question, or where required by law or regulation, or where the disclosure is by another member of the same organisation as you and where you are listed as a named individual on a declaration relating to sharing of client data.
5.3 The Companies accept no responsibility for the content or integrity of any data once it has been sent by the Companies to you. This shall apply regardless of the technical channel employed to transmit the data, and you agree that, in the event that you (or any third party authorised by you to receive the data) on-transmit the data to any other recipient or destination, the Companies shall bear no responsibility for any corruption that the data may suffer in connection with such on-transmission.
6.1 Where the Companies make software available to you for use with the Site, you shall not modify, assign, sublicense, sell, charge, rent, copy, modify, enhance, compile, assemble or reverse engineer such software unless permitted by law.
6.2 The Companies provides no warranty that any licensed software is fit for its purpose, or that it is free of bugs, viruses or errors.
6.3 All reasonable precautions have been taken to ensure no viruses are present in any extract files that you may receive or access in the course of using the Site. However, as the Companies cannot accept responsibility for loss or damage arising from the use of any such extract file, the Companies recommend that you subject all extract files to your virus checking procedures prior to use.
7. Limitation on Liability
7.1 The Companies shall use their reasonable endeavours to ensure the reliability and accuracy of the Site, but the Companies do not warrant the reliability, accuracy or completeness of information provided on or through the Site and shall not be held liable for any direct or indirect loss, damage, injury or expense which may arise out of or in connection with your use of the Site or loss of access to the Site.
7.2 The Companies are not responsible for maintaining any software, hardware or other equipment necessary to effectively and reliably transmit and receive communications using the Site.
7.3 The Companies are not responsible for any interruptions to access to the Site outside its reasonable control, and non-performance by the Companies of any of their obligations relating to the Site in the event of such interruption shall not be a breach of these terms. The Companies shall not be liable for any loss or damage, whether direct or indirect, arising as a result of any interruption to access to the Site.
7.4 You hereby agree to indemnify the Companies in respect of any loss, costs, damages or expenses (including legal costs and expenses) suffered by the Companies as a result of your wilful or fraudulent use or misuse of the Site or any element of the Site or any wilful default or fraud by you. This obligation, and the indemnity set out in clause 4.1 above shall survive termination of the Terms.
8.1 The Companies may terminate your right to use the Site if you breach any of the Terms of access, or for any reason at their discretion. Termination will be immediate and the Companies are under no obligation to notify you.
8.2 Termination of your use of the Site will not impact on any instructions, requests or transactions already received by the Companies through the Site.
8.3 If you are a financial adviser, these Terms shall automatically terminate on termination of your terms of business with the Companies.
9.1 These Terms shall be governed by and construed in accordance with the laws of England. Both the Companies and you submit to the non-exclusive jurisdiction of the English courts.
9.2 These Terms may be varied by the Companies from time to time by posting updated Terms on the Site. The Terms in force at any particular time are those posted on the Site. Please check them regularly.
9.3 Any failure or delay by either the Companies or you to enforce any right under these Terms of access is not an implied waiver of the same or of any other right in the future.
9.4 If any provision of the Terms is held or made invalid by a court, statute, rule or regulation or otherwise, the remainder of the Terms shall remain valid.
9.5 You may not assign your right to use the Site at any time. The Companies may assign the Terms at any time without your consent.
10. Legal Information
10.1 You acknowledge that you have read and understood the information contained in the legal information on the Companies’ website and you acknowledge that this applies to the entire website, including the Site, where appropriate. You also acknowledge that the pages of this website are maintained by the Companies.
11. Electronic Services with Third Party Systems
11.1 Use of the Site with third party systems, including, but not limited to, portals and back office software systems, is also governed by the Origo Legal Framework Electronic Services Agreement: Provider-Intermediary (the”Agreement”). In the event of any conflict or inconsistency between these Terms and the Agreement, the Agreement shall prevail only in respect of matters specifically concerning the use of the Site with third party systems, and unless expressly provided otherwise. The Agreement is accessible at the following location: www.origostandards.com
Additional Terms and Conditions Relating to Towers Watson's eValue (TM) Software
Towers Watson's eValue (TM) Software (the 'Tool') is accessible through the Site. The Tool is made available to you by HBOS Financial Services Limited ("HBOS FS") by virtue of a licence agreement entered into by HBOS FS and the owner of the copyright and other intellectual property rights in the Tool, Towers Watson UK Limited ('Towers Watson'). Your own access to and use of the Tool must be subject to certain terms and conditions that HBOS FS, in terms of that licence agreement, is required to impose upon you. Accordingly, before being granted access to the Tool, you will be required to read and accept online the following additional terms and conditions relating to your use of the Tool in addition to the general terms and conditions above.
Sub-Licensing Terms and Conditions
In addition to those provisions relating to your access to and use of software products and related documents, materials and other items made available to you by the Companies in the course of your dealings with them set out in:
a) the then current terms of business regulating relations between you and each of the Companies (the 'Terms of Business'); and
b) the then current terms and conditions, set out above, governing the access by you to the Site (the 'Site Terms'), your use of the Tool shall be subject to the following additional sublicensing terms and conditions:
1. Limitation of Liability
1.1 In granting this sub-licence to you, HBOS FS is not acting as agent for, and nor is HBOS FS in partnership with, Towers Watson. Towers Watson is a 'third party' within the meaning of the Contracts (Rights of Third Parties) Act 1999.
1.2 Nothing in these terms and conditions shall exclude or restrict HBOS FS' or Towers Watson's liability to you for fraud, or for death or personal injury caused by their negligence.
1.3 Subject to paragraph 1.2, Towers Watson and HBOS FS shall have no liability to you:
1.3.1 whether in tort (including negligence) or otherwise, in respect of your use of the Tool for direct losses; or
1.3.2 for any indirect or consequential losses (including claims against you by third parties) or claims for loss of profit or loss of revenue, savings, investments or interest on monies, anticipated or actual arising in connection with your use of the Tool.
1.4 Any grievance you have in relation to your access to and use of the Tool and related documentation must be referred to HBOS FS. You acknowledge that the limitation on HBOS FS and Towers Watson's liability set out in paragraph 1.3 is reasonable.
1.5 To the extent that rights are given to Towers Watson in terms of this sub-licence, such rights may not be revoked or varied without Towers Watson's prior written consent.
1.6 Towers Watson is entitled to directly affirm and enforce any rights given to it in terms of this sub-licence, as if it were a party to this sub-licence.
1.7 Nothing in this sub-licence imposes any obligations upon Towers Watson in relation to you or HBOS FS.
1.8 Each time you access the Tool you agree that you shall be bound by the then current terms. These terms may be varied from time to time and you agree that you are deemed to have notice of such variations by virtue of this paragraph and by the fact that each time you access the Tool you shall have the opportunity to click on the current terms and read them.
1.9 You acknowledge and accept that HBOS FS may provide personal data concerning you to Towers Watson as part of and only to the extent of its obligation to provide to Towers Watson at its request particulars of those to whom HBOS FS has granted sub-licences to access and use the Tool. By accepting these terms and conditions, you shall be deemed to have consented to the provision of such personal data for such purposes.
2. Permitted Use
2.1 You may use the Tool only on equipment used in the normal course of your business.
2.2 You may not translate or adapt the Tool for any purpose nor arrange or create derivative works based on the Tool.
2.3 You may not transfer or distribute (whether by licence, loan, rental, sale or otherwise) all or any part of the Tool to any other person.
2.4 You may not make for any purpose including (without limitation) for error correction, any alterations, modifications, additions or enhancements to the Tool nor, subject to paragraph 2.5, permit the whole or any part of the Tool to be combined with or become incorporated in any other software program, without HBOS FS' prior written consent.
2.5 You may not, nor permit others to, decompile, reverse-engineer or disassemble the Tool or any part, except to the extent permitted by law where this is indispensable to obtain the information necessary to achieve the interoperability of an independently created program with the Tool or with another software program and such information is not readily available from HBOS FS or elsewhere.
2.6 You must use the Tool in a manner consistent with any binding rules, laws and regulations relating to financial services or otherwise. You acknowledge and agree that the Tool should only be used for the purposes of providing information to and guiding persons mwho are:
2.6.1 resident and ordinarily resident in the United Kingdom for tax purposes;
2.6.2 United Kingdom domiciled for tax purposes; and
2.6.3 subject to the United Kingdom legal system.
2.7 You acknowledge and agree that the Tool provides basic information and general strategic guidance only. No specific advice regarding investments and / or their providers are given by the Tool and you should always satisfy yourself that any actions you take or advise others to take in reliance on any of the information and guidance provided by the Tool is suitable in any particular case. The Tool provides strategies for long term investment projections of more than three years. It is not intended to be predictive of what shall happen in the future, but rather to give a sensible range of possible outcomes. It is your responsibility to ensure that any individual for whom you use the Tool to provide financial advice or recommendations is given notice of the aforementioned limitations and to the extent that you fail to do so you agree to indemnify HBOS FS and Towers Watson for any loss, damage, cost or expense which HBOS FS or Towers Watson may suffer in connection with such failure or in connection with any claim against HBOS FS or Towers Watson by any third party whom you have advised.
2.8 You acknowledge that you are responsible for all acts and omissions of any person or organisation that accesses the Tool using your password or digital certificate whether with or without your authority to do so.
3. Extent of Permitted Reproduction
3.1 The Tool is being provided to you 'on-line' only from a website hosted by or at the direction of a group company of HBOS FS. Accordingly there is no need for you to make any back-up copies of the Tool and you are expressly prohibited from making any such back-up copies.
3.2 You may not make or permit others to make copies of any documentation provided to you relating to your use of the Tool without HBOS FS' prior written consent.
3.3 You must effect and maintain adequate security measures to safeguard the Tool from unauthorised access, use or copying.
3.4 You must keep accurate and up-to-date written records on your use, copying and disclosure of the Tool as HBOS FS or Towers Watson may from time to time reasonably require or, in the absence of any specific requirement by Towers Watson, in accordance with good data processing practice. You must allow HBOS FS or Towers Watson, within a reasonable time of request, to inspect and take copies of such records from time to time.
4. Proprietary Rights
4.1 You shall not acquire any title, copyright or other proprietary rights in the Tool or in any copies of it.
4.2 You may not remove, suppress or modify in any way any proprietary marking, including any trade mark, copyright notice, warning, legal disclaimer, instruction or direction as to the use of the Tool, on or in the Tool or which is visible during its operation or which is in any related documentation. It is your responsibility to ensure that any person to whom you provide advice or recommendations based on the use of the Tool is made aware of any warnings and disclaimers relevant to the use of the Tool and, where relevant, is provided with copies of documentation on which such warnings and disclaimers are reproduced.
4.3 You must notify HBOS FS immediately if you become aware of any unauthorised access to, or use or copying of, any part of the Tool by any person.
4.4 You must permit HBOS FS or Towers Watson to check your use of the Tool at all reasonable times. HBOS FS or Towers Watson may upon one week's prior written notice send a reasonable number of representatives to any of your premises to verify compliance with this sub-licence, and you irrevocably consent to such representatives entering any of your premises for this purpose.
5.1 You acknowledge that the Tool contains confidential information of Towers Watson. You must treat as confidential and keep secret all information contained in or otherwise received from HBOS FS or Towers Watson in connection with the Tool (collectively referred to as 'the Confidential Information') and shall not use the same for purposes other than in relation to use of the Tool in accordance with this sub-licence.
5.2 You must not, without HBOS FS' prior written consent, communicate or disclose any part of the Confidential Information to any person except:
5.2.1 only on a need-to-know basis to those of your employees or sub-contractors who are directly involved in the use of the Tool;
5.2.2 your auditors, professional advisers and any other persons or bodies having a legal right or duty to have access to or knowledge of the Confidential Information in connection with your business.
5.3 You must ensure, prior to disclosure of any Confidential Information, that all persons and bodies mentioned in paragraph 5.2 are aware that the Confidential Information is confidential and that they owe a duty of confidence to Towers Watson. Notwithstanding paragraph 6 below, you shall indemnify Towers Watson against any loss or damage which Towers Watson sustains or incurs as a result of your failure to comply with such undertaking.
5.4 The provisions of paragraph 5 shall not apply to any Confidential Information which:
5.4.1 is or becomes public knowledge other than as a result of your conduct or that of any of the persons or bodies mentioned in paragraph 5.2; or
5.4.2 is independently developed without access to or use of the Tool; or
5.4.3 is in your possession or that of any of the persons or bodies mentioned in paragraph 5.2, as evidenced by written records of that person or body, prior to receipt from HBOS FS; or
5.4.4 is received bona fide by you or any of the persons or bodies mentioned in paragraph 5.2 free from an obligation of confidentiality from a third party not receiving the Confidential Information directly or indirectly from the Towers Watson.
6.1 You shall indemnify and hold HBOS FS harmless against any and all losses, damages and expenses (including, but not limited to staff time and legal expenses) suffered or incurred by HBOS FS arising from: (i) any breach by you (or any of your employees or subcontractors) of any of the terms of this sub-licence; or (ii) any other act or omission of you (or any of your employees or sub-contractors) done in the course of or connected with the use of the Tool.
7.1 HBOS FS may terminate this sub-licence for any reason at its discretion. Termination will be immediate and HBOS FS is under no obligation to notify you. For the avoidance of doubt, this sub-licence shall automatically terminate in the event of the termination of HBOS FS' licence agreement with Towers Watson.
7.2 This sub-licence will terminate automatically on termination of the Terms of Business.
7.3 On termination of this sub-licence, your authority to use the Tool shall automatically cease. You must immediately stop using the Tool.
8.1 You may not assign or otherwise transfer your rights or obligations under this sublicence without HBOS FS' prior written consent.
9.1 In the event of conflict between the terms and conditions of this sub-licence of the Tool and, together, the Terms of Business and the Site Terms, the Terms of Business and the Site Terms shall prevail.
10. Governing Law
10.1 This sub-licence shall be governed by the law of England and Wales, and you and HBOS FS both submit to the non-exclusive jurisdiction of the English courts.
Additional Terms and Conditions Relating to Tools and Calculators
Tools and Calculators are accessible through the Site. The Tools and Calculators are made available to you by HBOS Financial Services Limited ('HBOS FS') by virtue of an agreement entered into by HBOS FS and Financial Express Limited ('Financial Express'). Your access to and use of Tools and Calculators is subject to general terms and conditions of the Site (the 'Site Terms') and the following additional terms and conditions. Accordingly, before being granted access to Tools and Calculators, you must read and accept online the following additional terms and conditions relating to your access to Tools and Calculators, in addition to the general terms and conditions above.
1. In consideration for allowing you to use the Tools and Calculators, you acknowledge that Financial Express is the owner of the copyright in the compilation of the fund and equity prices, performance figures, performance charts, market news and index values made available to you through the Tools and Calculators (the 'Data').
2. You agree, at the request and expense of Financial Express, to take any action reasonably required by Financial Express to protect its intellectual property in the Data.
3. Financial Express warrants that it owns the copyright in the Data, and that it has the right to make the Data available to you.
4. While reasonable care is taken in the compilation of the Data, neither Financial Express nor HBOS FS warrants the accuracy or completeness of the Data, or its fitness for the purposes for which you intend to use it.
5. Nothing in these additional terms and conditions shall exclude or restrict HBOS FS' or Financial Express' liability to you for fraud, or for death or personal injury caused by their negligence. Subject to this, neither HBOS FS nor Financial Express shall have any liability to you whether in tort (including negligence) or otherwise, in respect of your use of the Data for direct losses or for any indirect or consequential losses (including claims against you by third parties), claims for loss of profit or loss of revenue, savings, investments or interest on monies, anticipated or actual arising in connection with your use of the Data.
6. Financial Express does not purport to provide investment advice, and the Tools and Calculators and the Data shall not be construed as providing or constituting investment advice.
7. The Data may only be used in the normal course of your business.
8. For the avoidance of doubt, the Tools and Calculators and the Data may not be used for the following purposes:
8.1 the commercial benefit of individuals or organisations other than you or your own;
8.2 supplying information to data vendors or companies carrying out investment analysis;
8.3 to provide services or software programs which are then sold to others to be used as research or sales aids;
8.4 display on any website; and
8.5 purposes which could reasonably be said to damage the commercial interests of Financial Express.
9. You shall indemnify and hold HBOS FS harmless against any and all losses, damages and expenses (including, but not limited to staff time and legal expenses) suffered or incurred by HBOS FS arising from: (i) any breach by you (or any of your employees or subcontractors) of any of the terms of these additional terms and conditions; or (ii) any other act or omission of you (or any of your employees or sub-contractors) done in the course of or connected with the use of the Tools and Calculators.
10. HBOS FS may terminate your access to the Tools and Calculators for any reason at its discretion. Termination will be immediate. HBOS FS is under no obligation to notify you. For the avoidance of doubt access to the Tools and Calculators will automatically terminate in the event of the termination of HBOS FS' agreement with Financial Express or termination of the Terms of Business.
11. In the event of conflict between these additional terms and conditions and the Terms of Business and the Site Terms, the Terms of Business and the Site Terms shall prevail. The price of securities, units, funds and the income derived from them can go down as well as up, with the result that investors may not get back sums that they have invested. Past performance of investments is not a guide to future performance. Where any information supplied under this sub-licence consists of pricing or performance data, the data contained therein has been obtained from sources believed to be reliable. Although carefully verified, the completeness and accuracy of data computations are not guaranteed by HBOS FS.