Professional Terms of Use

Unbiased provides a listing service for professional subscribers that allows our professional subscribers to access new business enquiries from users looking to connect with professionals.

The Unbiased service is provided to you by Unbiased Limited using the Unbiased website www.unbiased.co.uk (“the Website”). These Professional Terms of Use govern your use of our service as a professional. As used in these Professional Terms of Use, "Unbiased service", "our service" or "the service" means the service provided by Unbiased for listing professional and facilitating connections between such professional and users.

From time to time we may amend these Professional Terms of Use.  Unless we are acting because of a legal requirement or a court order, we will notify you in advance of any changes.  The changes will apply from the date shown in the notification.  If you do not agree with the changes, you will have a period of 7 days from notification in which to cancel your Subscription, in which case you will be entitled to a refund of any Fees you have already paid to us relating to a period after the date that the Services have been terminated.

 

1. Subscription.

1.1 Subject to the provisions of these Professional Terms of Use, you will subscribe to be listed on the Website and receive Matched Enquiries from the Connect Service and your subscription will continue until terminated in accordance with these Professional Terms of Use. Prior to the commencement of your Subscription and on any upgrade to your Subscription, you will be notified of your Subscription type; Basic, Lite, or Plus (Plus Unlimited) (or any future Subscription level introduced by us). When your  Subscription commences you will receive an email and/or you can view the details in your account.

 

1.2 In order to commence and maintain your Subscription you must:

  1. Have internet access and provide us with a current, valid, accepted method of payment, which you may update from time to time ("Payment Method"). You can change your Payment Method by visiting our website and clicking on the "Your Account" link.
  2. Complete the onboarding form and account pages containing your details and the information that you wish us to include in the advertisement of you and your services on the Website. This form together with any subsequent amendments or updates accepted or implemented by us shall form your profile.
  3. pay any applicable Charges for Services;
  4. ensure that all content of your profile complies with all applicable laws and regulations including (without limitation) our current guidelines and policies published on the Website, FCA, SRA, Law Society, CQC, ASA (Advertising Standards Authority) regulations and other relevant legislation, rules and regulations that apply to you (“Applicable Regulation”);
  5. regularly monitor and assess the detail and content of your profile, and keep the content up to date by using your password and logon to make changes and manage your account; and ensure that you provide a valid and serviceable email address at all times for account management purposes and that you keep this up to date
  6. Notify us as soon as you become aware of any actual or potential change or alteration to your status or Applicable Regulations that may or will have the potential to render any element of your profile inaccurate, incomplete, misleading or otherwise not in accordance with the objectives of our Website to provide Users with truthful, accurate and complete information and details.
  7. immediately using your account logon inform us of any changes to the information provided in your profile including the status of your firm or any of the named individuals provided by you particularly in relation to each and any of the areas of advice provided by you and recorded on our Website
  8. respond to enquiries promptly, and in any case within the specified timeframe as notified to you by us from time to time 

 

2. Services

2.1 Subscription Services

  1. We will take all commercially reasonable steps to ensure that your profile is published on the Website and available to consumers in accordance with your Subscription without interruption but you acknowledge and agree that internet systems and services are not uninterrupted or fault free and we make no representation or warranty in relation to such systems.  You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrade may be required and therefore uninterrupted provision of the Services cannot be guaranteed
  2. To avoid service interruption unless we or you has terminated our agreement in accordance with these Professional Terms of Use the Services will continue to be provided on a rolling basis for subsequent periods. Details of your renewal date will be provided in your account. Each new such period will start on a Subscription Renewal Date
  3. If your Subscription is Basic or Lite no contact details are permitted to be displayed on your profile, prohibited details include telephone numbers, email addresses and website urls.
  4. If your Subscription is Plus Unlimited or Plus no contact details are permitted to be displayed on your profile, prohibited details include telephone numbers, email addresses and website urls save those which are automatically displayed by us in the ‘Contact options’ section of your profile  

2.2 Enquiry services

  1. If your Subscription is Plus Unlimited, Plus or Lite we will send to you suitable enquiries received from users. Additional specific terms applicable to these Subscription levels or alternative schemes or promotions provided by us shall be notified to you as relevant.
  2. Users have two options for finding a professional near them. They can choose to search locally and send a direct enquiry to their chosen professional or use our matching service to be connected to the most suitable professionals to their criteria.
  3. If a user chooses to search locally for a professional by entering their postcode, area or region, they will be shown a list of local professionals to choose from.
  4. If the consumer chooses you, they will complete an enquiry form that will be sent directly to you (“Direct Enquiries”).  You have 24 hours to respond to this enquiry before it expires (or 48 hours if it comes in over the weekend).
  5. Should a professional fail to respond, or reject, a direct enquiry within the timeframe (24 hours or 48 over a weekend) then the enquiry will be forwarded to professionals in the local area who are most suited to the consumer’s needs (“Forwarded Enquiries”). The first professional to respond within 12 hours will receive the customer’s contact information
  6. Users choosing to be matched to the most suitable professional to their criteria fill in an enquiry form specifying their needs. Our matching tool then searches for the professionals best matched to the user’s requirements and sends the enquiry direct to their inbox (“Matched Enquiries”). The first professional to accept and pay for the enquiry will be sent the consumer’s contact details.
  7. We provide you with key information to help you decide whether or not to purchase an enquiry. If you decide to purchase an enquiry, we will deliver all available enquiry information through the adviser dashboard upon receipt of payment, where applicable. This will include the consumer’s contact details and the enquiry message.
  8. We encourage consumers to provide details of the advice area(s) they are seeking, and the level of their income/assets/pension/mortgage as appropriate. However, we can pass on only the information volunteered by each consumer, and we offer no guarantee of its completeness or accuracy.

2.3 We do not warrant and offer no guarantee that any business will develop for you from an enquiry provided by us.

2.4 You will ensure that any activity you conduct as a result of an enquiry provided by us complies with all Applicable Regulations.

2.5 Payment for an enquiry will be taken before full enquiry information is provided to you.

2.6 From time to time we may modify the Website and any of the Services without prior notice, but in doing so we will endeavour not to diminish the value and utility of the Services to any material degree.  If in our reasonable opinion we consider that such modification is likely to materially affect the nature or scope of the Services or have a serious detrimental effect on your financial position, we will notify you of such modification and you shall have the option to

  1. agree to the modification and continue to receive the Services or
  2. cancel your Listing Subscription in which case you will be entitled to a refund of Charges you have already paid to us relating to a period after the date that the Services have been terminated

 

3. Billing and Payment

3.1 Subscription Fees

  1. The Subscription Fee for the level of subscription chosen  and any other charges you may incur in connection with your use of the service, such as taxes and potential Enquiry Fees, will be set out in your Confirmation of Registration
  2. You Subscription Fees will be charged on each Subscription Renewal Date to your Payment Method. In some cases your payment date may change, for example if your Payment Method has not successfully settled or if your Subscription began on a day not contained in a given month. Visit our website and click on the "Billing details" link on the "Your Account" page to see your next payment date.
  3. We may change our Subscription Fees but we may only do so provided that we have notified you of the changes prior to any renewal date.

3.2 Enquiry Fees

  1. Payment for an enquiry will be taken before full enquiry Information is provided to you.
  2. All Enquiry Fees quoted are exclusive of VAT which will be charged as an additional item on any Enquiry Fees as applicable, at the prevailing rate of VAT.
  3. If your Listing Subscription is Lite or Plus you be charged at the current rate as shown on the pricing page on our Website for all any Enquiry accepted by you
  4. If your Listing Subscription is Plus Unlimited all Direct enquiries will be provided to you shall be included within your Listing Subscription Fees. All other enquiry types shall be charged in accordance with 4.2.c
  5. If you cancel your Subscription you must still pay any outstanding Enquiry Fees for any enquiries accepted by you prior to cancellation
  6. We may change our Enquiry Fees but we may only do so and apply any changes to you provided that we have given you 10 days’ notice.  

3.3 Refunds

Refunds (other than refunds resulting from the cancellations caused by changes we have made) will be in the form of enquiry tokens credited to your account with us. Refunds will not be made in cash. Enquiry tokens can be used to pay for future Enquiry Fees.  Refunds requests must be submitted within 10 days of purchase. Refund requests that do not meet the criteria outlined below will not be accepted. Enquiry Fees can be refunded under the following circumstances providing that satisfactory written evidence confirming the facts is provided:

  1. Duplicate enquiry: the enquiry is from a consumer who has already contacted you via the service with the same name, contact details and the same enquiry, and for which you have already paid an enquiry fee.
  2. Enquiry with invalid phone number and email address: if the phone number fails and the email address is also invalid.
  3. Enquiry from an existing client: if the enquiry is from an existing client of your business.
  4. Non-genuine enquiry: where it can be reasonably concluded from the message that the enquiry is non-genuine, spam or from a fake consumer.
  5. Debt advice: the consumer is exclusively seeking debt advice   

 

4. Suspension, Cancellation and Termination

4.1 We may suspend the Services at any time and without prior notice and continue to suspend the Services until the circumstances giving rise to the suspension cease to subsist, or until the Contract is terminated in accordance with the Professional Terms of Use if:

  1. you are found not to hold any required authorisations permissions licences or consents under Applicable Regulations required to provide all or any part of the advice or services contained or referenced in your profile
  2. you have not logged into your online account to check and update your details and information in what we, in our sole discretion, consider to be a reasonable period of time
  3. a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not change your Payment Method or cancel your account, we may suspend your access to the service until we have obtained a valid Payment Method.
  4. at any time we, in our sole discretion, reasonably conclude your profile (including without limitation a web link or your linked website) is or may become unlawful, misleading, offensive, prejudicial or inflammatory, or is likely to expose us to claims or liability, damage our reputation or cause us embarrassment, infringes our rights or the rights of third parties or does not comply with our then current advertising guidelines and policies
  5. we have reasonable grounds to believe that the rights owner of any IPRs within the profile has withheld, withdrawn or failed to give permission for your use of the same.

4.2 We may terminate the Services at any time if:

  1. Any of the grounds for suspension set out in clause 2.1 have arisen and we consider it appropriate to do so
  2. On 7 days’ notice to expire on the last day of a subscription period
  3. you commit a material or persistent breach of any provision of these Professional Terms of Use
  4. you cease, or threaten to cease, to carry on business, compound or make any arrangement with your creditors or become insolvent or unable to pay your debts or if any order is made or resolution passed for your liquidation, winding-up or dissolution or if a receiver or manager or administrative receiver or administrator or supervisor is appointed over any of your assets or if anything analogous to or having a substantially similar effect to any such events shall occur, or
  5. you (or any member or partner in your firm) die, are convicted of a criminal offence, have a bankruptcy petition presented against you, are adjudged bankrupt or have a receiving order or an administration order made against you or make any composition or arrangement with your creditors

4.3 You can cancel your Subscription at any time, and you will continue to have access to the Services until the end of the period for which you have paid. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for any unused subscription period or Enquiry Tokens. To cancel, call or email our Customer Success team. To see when your account will close, click "Billing details" on the "Your Account" page.

4.4 Termination of the Contract for any reason shall be without prejudice to any pre-existing rights and/or claims that either party may have against the other and shall not relieve either party from fulfilling its obligations accrued prior to such termination. 

4.5 You acknowledge that, immediately upon termination or cancellation the licence to use the IFA Blue Pound Sign Logo (“the Logo”) ceases immediately and you undertake that you will:

  1. cease to use any printed or electronic business materials bearing the Logo;
  2. remove the Logo from your website and emails and
  3. remove and destroy all such advertising materials bearing the Logo as have been, or are being used and which are still in your possession

 

5. Intellectual Property Rights and Licencing

5.1 The following conditions apply to the use of the IFA Blue Roundel Pound Sign Logo (“the Logo”), a trademark registered to Unbiased Ltd and only usable by you if you are an Independent Financial Adviser authorised by the FCA for investments, who provides whole of market advice across all product areas, and offers fee payment options (“an IFA”) under licence as set out below:

  1. The Logo can only be used by those who meet the definition of IFA as set out above
  2. the IFA acknowledges that copyright and all other rights of a similar nature relating to the Logo are owned by Unbiased Ltd
  3.  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, by inclusion on any printed or electronic business materials: and 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.
  4. 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.

5.2 The IFA undertakes with Unbiased Ltd that it will

  1. 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 the IFA will not reproduce, modify or in any way commercially exploit the Logo except as expressly authorised by this clause 5; and
  2. 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.

5.3 In return for the undertaking above, the IFA 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

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

5.5. 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.

5.6. The right to use the Logo shall be suspended for as long as      

  1. 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
  2. any 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

5.7. You warrant that you own or are authorised to use (or allow us to use on your behalf) all intellectual property rights in all content of your Listing.

5.8. Both parties agree that neither party shall by reason of these Professional Terms of Use acquire or claim any right title or interest in or to any intellectual property rights of the other.

5.9.  You will be responsible for any use which you make of (or licence which you may give to) any intellectual property rights pursuant to any arrangement entered into with any third party and indemnify us against any claims, losses, costs or expenses arising as a result.

5.10.  In consideration of the provisions of this licence to each IFA, we provide details from the Listing of each IFA to selected partners which may contain personal data relating to that IFA in order that such partners might make available products to those IFAs. Full details of these partners and how an IFA can remove their personal data from this process is available on the Website

 

6. Miscellaneous

6.1 Customer Support. To find more information about our service and its features or if you need assistance with your account, please visit the Unbiased Help Centre on our website or contact our Customer Success Team on [email protected].  In the event of any conflict between these Professional Terms of Use and information provided by Customer Success or other portions of our website, these Professional Terms of Use will control.

6.2 Limitation of liability. We will take all commercially reasonable steps to ensure that the Services are provided without interruption but you acknowledge and agree that internet systems and services are not uninterrupted or fault free and we make no representation or warranty in relation to such systems.  You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrade may be required and therefore uninterrupted provision of the Services cannot be guaranteed.

6.2.1 You acknowledge and agree that we make no warranty and give no representation of any kind in relation to Third Party Data and we accept no responsibility or liability for inaccuracy in or arising out of Third Party Data.

6.2.2 We do not warrant that any business will develop for you via the Services.

6.2.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from your Subscription.

6.2.4 To the fullest extent permitted by law, we do not accept any liability for: a) loss of revenue; b) loss of actual or anticipated profits; c) loss of business; d) loss of reputation; e) injury (not caused by our negligence); f) distress; g) loss of contracts; or h) any indirect or consequential loss or damage.

6.2.5 Nothing in these Professional Terms of Use shall limit or exclude our liability in respect of death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

6.2.6 Except as expressly stated to the contrary above, our entire liability to you under or in connection with your subscription shall be limited to the amount of the applicable fees paid by you.

6.2.7 Neither party to this agreement shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, strikes, insurrection or riots, embargoes, container shortages, inability to obtain supplies, equipment or materials, requirements or regulations of any civil or military authority (an “Event of Force Majeure”).  If an Event of Force Majeure continues for more than 45 days, either party shall be entitled to terminate your subscription on written notice to the other without either party having any further liability save for any accrued rights or claims which existed prior to the Event of Force Majeure.

6.2.8 You accept that we have no responsibility for any information posted by any third party or for any action taken by them as a result of arrangements entered into by you.

6.2.9 You accept that you alone are responsible for performing any due diligence or inquiry into any Services offered through any third party.

6.2.10 You are responsible for your own compliance in relation to any services you provide

6.3  To the extent that we collect any personal data (as defined in the Data Protection Laws) relating to you in the course of providing the services, you agree to us holding and processing in any manner and transferring such data for the purposes of carrying out the Services or any of our obligations under these Professional Terms of Use, and for the administration and management of our business, for compliance with applicable procedures, laws and regulations and for any other purpose for which you have given your consent. These Professional Terms of Use are subject to our Privacy Policy as updated from time to time.

6.4 If any provision or provisions of these Professional Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

6.5 We will send you information relating to your account (e.g. payment authorizations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration.

6.6 If any provision of these Professional Terms of Use shall be found to be unenforceable or invalid in whole or part, then such whole or part provision shall be deemed deleted from these Professional Terms of Use and the remainder shall continue in full force and effect.

6.7 Nothing in these Professional Terms of Use shall be deemed to create between you and us any of the relationships of partnership, agency, employment or joint venture.

6.8 Headings within these Professional Terms of Use are for convenience only and shall have no effect on the interpretation of the document.

6.9 You acknowledge that while information provided by us relating to the Services has been provided in good faith, you are entering into these Professional Terms of Use on the basis of your own enquiries and you acknowledge that you have not relied on, and shall have no right or remedy in respect of, any representation, statement, assurance or warranty as to the development of your business via the Services or otherwise (other than for breach of contract).

6.10 A person who is not a party to these Professional Terms of Use shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

6.11 These Professional Terms of Use shall be subject to the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts in relation to these Professional Terms of Use, their interpretation and their subject matter.

 

May 2018