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 1. Application of these terms

1.1. These terms will govern the contract between Unbiased Ltd (referred to as "us", "our" or "we" in these terms) for the sale to IFAs ordering any of the products shown on our website (referred to as "you" or "your" in these terms)

1.2. These terms will prevail over any terms put forward by you, unless we expressly agree to them in writing. No conduct by us, our employees, agents or sub-contractors shall be deemed to constitute acceptance of any terms put forward by you

2. Formation of contract

2.1. We accept orders at our discretion. Following receipt of an order from you, the contract will be formed on these terms in the following way:

a) You may order by submitting an order form on our website, these terms will apply to the contract between us and you

3. Warranty

3.1. You warrant that you are an advertising IFA at the time of placing your order and that you are not aware of any reason why your IFA advert is likely to be terminated

4. Amendments

4.1. We reserve the right to modify, suspend or discontinue any or all of the products we advertise on our website at our sole discretion and without notice

4.2. We reserve the right to alter these terms and conditions at any time, whether by notice on our website or by contacting you directly. Changes will not affect any contract concluded before notice of change has been so given

4.3. Conditions of use

The following conditions apply to the use of the Logo by IFAs:

a) the right to use the Logo shall be suspended for as long as

(i) the IFA is suspended from conducting investment business or any registered individual or other person authorised to conduct investment contract business for the advertising IFA is so suspended and/or

(ii) information shall not have been supplied by the IFA to Unbiased Ltd after a reasonable period has elapsed following a reasonable request to do so

b) the IFA acknowledges that copyright and all other rights of a similar nature relating to the Logo are owned by Unbiased Ltd

c) the IFA is hereby authorised to reproduce the Logo only in connection with such of its business as is carried out on an independent basis in the following manner:

(i) by inclusion on any printed or electronic business materials: and

(ii) by displaying any advertising materials supplied by Unbiased Ltd to the IFA outside or inside Premises (as defined below) where the only investment business (as defined by the Financial Services and Markets Act 2000) conducted by any person is on an independent basis. 

d) For the purposes of these conditions, ‘Premises’ shall mean any room or part of a building, suite or rooms, or group of buildings which is separate and clearly identifiable otherwise than by the use of such advertising materials as aforesaid. For the avoidance of doubt the advertising materials as aforesaid shall not be displayed outside any Premises other than those from which investment business is conducted on an independent basis.

e) the IFA undertakes with Unbiased Ltd that it will:

(i) only use the Logo as a trademark in accordance with the terms of its registration and in particular, will not use it in any manner likely to mislead the public as to its significance and that you will not reproduce, modify or in any way commercially exploit the Logo except as expressly authorised by this clause 5; and

(ii) promptly give notice in writing to Unbiased Ltd of any infringement by any third party of the Logo as a trademark and generally of unauthorised or wrongful use of the Logo (or of any mark in its reasonable opinion confusingly similar to the Logo) which shall from time to time come to the knowledge of the IFA.

f) In return for your undertaking above, you shall be entitled to all rights granted to the authorised user of a registered trademark in accordance with the provisions of the Trade Marks Act 1994 (as from time to time amended) provided the Logo remains registered as such

g) The rights granted to you by this clause 5 are personal to you and may not be transferred, assigned or dealt with by you in any manner whatsoever

h) the IFA will abide by regulations and practices in force or use in the United Kingdom in order to safeguard the rights of Unbiased Ltd in the Logo and will not do or omit to do anything to diminish the rights of Unbiased Ltd in the Logo or impair any registration of the Logo.

i) The IFA acknowledges that, forthwith upon termination the licence to use the Logo ceases immediately and undertakes that it will:

(i) cease to use any printed or electronic business materials bearing the Logo;

(ii) remove the Logo from your website and emails and

(iii) remove and destroy all such advertising materials bearing the Logo as have been, or are being used and which are still in the possession of the IFA.

4.4. You warrant that you own or are authorised to use (or allow us to use on your behalf) all IPRs in all content of the Advertisement.

4.5. Both parties agree that neither party shall by reason of these Conditions acquire or claim any right title or interest in or to any IPRs of the other.

4.6. You will be responsible for any use which you make of (or licence which you may give to) any IPRs pursuant to any arrangement entered into with any third party through the Professional Connections Services and indemnify us against any claims, losses, costs or expenses arising as a result.

5. Delivery

5.1. All products are subject to availability. Any delivery date given is an estimate only and cannot be guaranteed. If we cannot deliver to you within 28 days from the date of your order, we will contact you by e-mail or telephone within 5 working days to inform you when we expect the products to be ready for delivery. If the products are not ready for delivery within 2 months from the date of your order, you may cancel the order at any time after that, even if the products are ready for delivery then. If you do cancel in this case, any advance payment will be returned to you in full

5.2. We reserve the right to despatch part of an order to you if we can fulfil a substantial part of your order, but have to wait for a delivery from our supplier to complete your order

5.3. Delivery will be to the delivery address stated in your order form

6. Limitation of liability

6.1. If we breach the terms of this agreement, or you seek compensation and damages for any claim or claims arising out of this contract for whatever reason, your remedy will be limited to damages. Our liability will not exceed the cost of the price of the products purchased 

7. Exclusion of liability

7.1. With the exception of clause 7, we shall not be liable to you, except in respect of injury or death of any person in the jurisdiction of England and Wales, whether in contract, tort (including negligence and breach of statutory duty), strict liability, or otherwise whatsoever for 

7.2. any loss of profit, business, contracts or revenues, or

7.3. any special, indirect or consequential damage of any nature whatsoever arising directly or indirectly out of the products

8. Exclusion of representations and warranties

8.1. We warrant that the products will at the time of delivery correspond to the description shown on our website at the time you place your order. We specifically exclude all other conditions, terms, representations (other than fraudulent representations) and warranties relating to the quality and/or fitness for purpose of the products, express or implied.

9. Severance

9.1. If one or more clauses or sub-clause of this contract be declared invalid or unenforceable by a Court, such invalidity or unenforceability will not affect the validity or enforceability of any other clause or sub-clause in these terms 

10. Entire contract

10.1. These terms together with our form of acceptance and the delivery and contact details set out in your order comprise the entire terms agreed between the parties relating to the products and supersede all previous representations, warranties and terms (whether in writing or not) previously made between the parties

11. General terms

11.1. Where a party consists of more than one person or corporation, the liability of those persons or corporations will be joint and several

11.2. This contract is not intended to benefit or be enforceable by any third parties under the terms of the Contracts (Rights of Third Parties) Act 1999.

12. Applicable law

12.1. The contract between you and us is to be governed by and construed according to the law of English and Wales and the parties agree to submit any disputes to the non-exclusive jurisdiction of the English Courts