Professional Terms of Use

 

Unbiased Limited, company number 06775878 (“Unbiased”, “we”, “us”, “our”) provides a service to professionals (“you”, “your”) who wish to subscribe to and access marketing and customer management tools, and new business enquiries from our website users (“Users”) looking to connect with professionals in a particular field (“Enquiry”). In these Terms of Use, "Unbiased Service", "Service", “Services”  or "the Service" means any or all of the services provided by the Unbiased Website, including the provision of Subscriptions, Bolt-On Services, Enquiry Services (as each term is defined in section 2 below). The type of Services provided varies according to the Subscription Plan you Subscribe to from time to time which enables the use of Unbiased’s Website and Services, in order to promote your business and facilitate connections between professionals and users. 

The Unbiased Service is provided to you via the Unbiased website www.unbiased.co.uk (“the Website”). These Terms of Use govern your use of our Services as a professional. 

You can sign up to our Services online, or via one of our telephone agents. Where you sign up to our Services online, you will have the opportunity to review these Terms of Use prior to finalising your sign-up details. Where you sign up via one of our telephone agents, we use our commercially reasonable endeavours to notify you on the call that the Services are subject to these Terms of Use, and to send you an email containing a link to these Terms of Use for your review. 

Please read these Terms of Use carefully before subscribing to the Service or when you receive the email from one of our telephone agents if you sign up via one of our telephone agents, before using our Service, as they set out the basis on which we provide our Services. By signing up to use our Services  (“Subscription” and the terms “Subscribe and Subscribed” shall be construed accordingly) or using any part of our Services, you confirm you have the authority to enter into and confirm that you accept these Terms of Use. If you do not accept these Terms of Use, you must not Subscribe to or use any or all of our Services.

Your attention is specifically drawn to sections 4.3, 5.2 and 7 of these Terms of Use.

From time to time we may amend these Terms of Use and we will notify you of any changes by email.  These changes will apply from the date shown in the notification.  If any of the changes are material in nature and adversely affect our Services to you, you will have a period of 7 days from the notification date of such changes to cancel your Subscription. In such circumstances you will be entitled to a prorated refund of any Subscription Fees (as defined in section 4.1.a.) you have already paid to us from the date of termination until your next Subscription Renewal Date.

 

1. Subscription

1.1. As part of our Subscription process, you will have the option to choose from a range of subscription types (“Subscription Plan”). When your Subscription is activated, you will be listed on the Website and will be able to use the tools, features and enquiry services relevant to the Subscription Plan you have Subscribed to. Your Subscription will continue until terminated in accordance with these Terms of Use. For more information on our different Subscription Plans please click here.

1.2. Prior to the commencement of your Subscription and on any change to your Subscription Plan, you will be notified of your Subscription Plan: Simple, Essential, Growth or Enterprise, Basic, Lite, or Plus or Plus Unlimited (or any future Subscription Plan introduced by us). You will receive an email on or before the date your Subscription commences, and on any change to your Subscription Plan, and you can view this information in your account on the Website at any time during your Subscription.

1.3. Subject to the terms set out in these Terms of Use, we grant to you a non-exclusive non-transferable licence for your Authorised Users (as defined below) to access and use the Unbiased Services. 

1.4. Subject to your compliance with Sections 1.5(i), 1.5(j) and 1.5(k), you will have the functionality within your account on the Website to grant administrator level access permission (“Administrator Access”) to your account to internal users (your officers, employees, or agents who require access to your account to enable you to comply with your obligations under these Terms of Use) (“Internal Authorised Users”) and/or other external third parties employed by you to enable you to comply with your obligations under these Terms of Use (“External Authorised Users”) (together the “Authorised Users”).

1.5. In order to commence and maintain your Subscription you must:

a. Have internet access;

b. Complete the onboarding form and account pages on the Website 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 Website profile which you can access via your account;

c. 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 the Website and logging in to your account;

d. Pay any applicable charges for our Services (“Charges”);

e. Ensure that all content of your Website profile complies with all applicable laws and regulations including our current guidelines and policies published on the Website, FCA regulations, ASA (Advertising Standards Authority) regulations and other relevant legislation, rules and regulations that apply to you (“Applicable Regulations”);

f. Ensure that any professional service you provide to Users or any Enquiries we send to you are in accordance with Applicable Regulations;

g. Regularly monitor and assess the detail and content of your Website profile, and keep the content up to date in your account; 

h. 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;

i. Ensure that you do not grant of Administrator Access to Internal Authorised Users or share of passwords or account details with Internal Users, unless or until you make such Internal Authorised Users aware of and they agree to comply with these Terms of Use and you agree you are responsible for any breach by Internal Authorised Users of these Terms of Use;

j. Ensure that you do not grant of Administrator Access to External Authorised Users, unless or until you make such External Authorised Users aware of and they agree to comply with these Terms of Use and you agree you will put in place sub-processor terms with any such External Authorised Users that are at least as onerous as the data protection provisions within these Terms of Use. You agree that you are responsible for any breach by such External Authorised Users of these Terms of Use;

k. Regularly monitor and assess any Internal Authorised Users and/or External Authorised Users to whom you grant Administrator Access to in order to manage your account on your behalf.  Any changes made by or requested by Internal Authorised Users and/or External Authorised with Administration Access will be deemed as changes requested by and approved by you;

l. Notify us as soon as you become aware of any actual or potential change or alteration to your professional status or accreditation and/or Applicable Regulations that may or will have the potential to render any element of your Website 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;

m. Immediately inform us of any changes to your company information including the regulatory status of your firm and/or any related individuals and the areas of advice provided by 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;

n. Not act, or use all or any of the Services or the Website, in an unlawful manner or in any way which may cause harm to the goodwill or reputation of Unbiased;

o. Not post, access, store, distribute, transmit, upload or allow to be uploaded to your profile, the Website or to/via the Services any materials that: 

i. Are corrupt, contain viruses (including any device, software, code, file or programme which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network or the operation of the Service, the Website or any other electronic device;

ii. May impersonate another person or entity;  

iii. May cause the Services or any part of the Services to be interrupted, damaged, rendered less efficient or restrict any other professional or User from enjoying the Services; and/or

iv. Are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or which is otherwise illegal or which may cause harm to any person or property

p. Respond to all Enquiries promptly and professionally, using the preferred contact method indicated in the Enquiry (if provided) and/or by using the chat feature available in the Unbiased platform.  You agree to respond to all Enquiries within the specified timeframe as may be notified to you by us from time to time. Should you decide not to contact the User after accepting the Enquiry you agree you will promptly notify us to enable us to find an alternative professional match for that Enquiry; and 

q. Ensure that, in respect of any data that you externally source and input into the Unbiased Service (“Uploaded Client Data”), you have obtained the individual’s consent to the collection and use of such personal data for you to contact them and manage their relationship with you, and their consent to receive marketing emails.

1.6. If you have multiple Subscriptions (subject to any Subscription Caps, as detailed in section 2.1(e)), then we reserve the right, on reasonable notice, to cancel and/or consolidate any of those Subscriptions to ensure that you receive what we consider to be the most appropriate set up of our products and Subscription(s). However, you acknowledge that the resulting Subscription Plan may not always have identical features to those which were available by using multiple Subscriptions.

 

2. Services

2.1. Services

a. We will take all reasonable steps to ensure that the Services are generally available without interruption but you acknowledge and agree that internet systems and services are not interruption, error or fault free and we make no representation or warranty in relation to the same.  You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrade may be required and therefore uninterrupted provision of the Unbiased Service cannot be guaranteed. We are not responsible to you for any delays, delivery failures, or any other loss or damage resulting from the unavailability of our Services;

b. To avoid Service interruption unless we or you cancel or terminate these Terms of Use in accordance with these Terms of Use, the Services and your selected Subscription will continue to be provided on a rolling basis from the renewal date of your current Subscription (“Subscription Renewal Date”). Details of your Subscription Renewal Date are available to view in your account on our Website. Each new such Subscription period will start on a Subscription Renewal Date; 

c. If your selected Subscription Plan is Basic, Simple, Essential or Lite no contact details are permitted to be displayed on your Website profile, prohibited details include telephone numbers, email addresses and website URLs;

d. If selected your Subscription Plan is Growth, Enterprise, Plus Unlimited or Plus no contact details are permitted to be displayed on your Website 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;

e. The Service is subject to certain caps and limits which may apply to Bolt-on Services (see section 2.2 below) and the number of Subscriptions you may have in place (“Subscription Caps”).  The Subscription Caps can be viewed in the Help section of the Website.  If you exceed your Subscription Caps, we reserve the right to change and/or cancel some or all of your Subscriptions to comply with your Subscription Caps; 

f. Monthly Subscriptions are subject to a minimum 3 month term.

2.2. Bolt-on Services

a. We also offer and provide additional services and/or products which boost the visibility of your profile (“Bolt-on Services”).  Bolt-on Services are only available as part of certain Subscription Plans and are subject to Subscription Caps (see section 2.1(e) above). Details of the additional Charges for any Bolt-on Services will be set out and available to view in your account on our Website.

b. The addition of locations to your profile are subject to any Subscription Cap for your specific Subscription Plan and any additional locations will be subject to additional Charges. The applicable Subscription Caps are detailed in the Help section of the Website. and, in any event, there is an aggregate maximum of 85 locations in place (which may be made up of multiple Subscriptions and/or purchasing Bolt-on Services). 

c. By adding locations to your profile, you agree and warrant to us that you are able to provide a full advisory service (physically or remotely) for the advice areas listed on your profile in the locations and you further accept the additional Charges which will apply automatically in respect of any additional locations you add to your Subscription.   

d. Unless we agree otherwise, you must reach the limit of the Subscription Cap in respect of the number of additional locations for your Subscription Type before you can purchase further Subscriptions. 

2.3. Enquiry Services 

a. If your Subscription Plan is Simple, Essential, Growth, Enterprise, Plus Unlimited, Plus or Lite we will send to you suitable Enquiries received from Users. This does not apply to a Basic Subscription Plan. 

b. Additional specific terms in relation to Enquires applicable to your Subscription Plan or alternative schemes or promotions provided by us shall be notified to you from time to time as relevant.

c. 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 that match their criteria.

d. 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.

e. If the User chooses you, they will complete an enquiry form that will be sent directly to you (“Direct Enquiry”).  We will notify you by email of the timeframe in which you have to accept and pay for the Direct Enquiry before it expires. 

f. Should you fail to respond or reject a Direct Enquiry within the timeframe specified by us in our email, then the Direct Enquiry will be forwarded to other professionals in the local area who are most suited to the User’s needs (“Forward Enquiries”). The professional who accepts and pays for the Forward Enquiry within the specified timeframe as notified by us from time to time will receive the User’s contact information in relation to the Forwarded Enquiry. 

g. Users choosing to be matched to the most suitable professional to their criteria are required to 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 the inbox of those professionals (“Match Enquiry”). The professional who accepts and pays for the Match Enquiry will be sent the User’s contact details in relation to the Match Enquiry.

h. We endeavour to provide you with key information to help you decide whether or not to purchase an Enquiry, but we cannot and do not give any guarantee, warranty or assurance that the information is comprehensive and/or accurate. You should read the information provided in full before you decide 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 for the Enquiry, where applicable. This will include the User’s contact details as we have been provided with, together with the Enquiry message and details.

i. We will provide you with a minimum of one form of contact information for the Enquiry; this will be either a phone number or an email address. If it is possible, we will provide both forms of contact details. You should contact the Enquiry promptly via the contact information supplied and in accordance with any contact preference indicated on the Enquiry (if specified), or via the chat features on the Unbiased platform;

j. We encourage Users to provide details of the advice area(s) they are seeking, and the level of their income/assets/pension/mortgage as appropriate. We will reasonably endeavor to collect the highest quality information from Users. However, we can only pass on the information volunteered by each User, and we do not warrant or offer any guarantee that the information stated in an Enquiry is complete or accurate. 

2.4. We do not warrant and/or offer any guarantee that any business will be created or developed by you from any Enquiry provided by us.

2.5. You must ensure that any activity you conduct as a result of an Enquiry provided by us complies with all Applicable Regulations.

2.6. Payment for an Enquiry (“Enquiry Fees”) will be taken from your chosen Payment Method before the full Enquiry information is provided to you.

2.7. 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 either:

a. Agree to the modification and continue to receive the Services; or

b. Cancel your Subscription in which case you will be entitled to a refund of Charges you have already paid to us from the date of termination until your next Subscription Renewal Date.

 

3. Service Standards

3.1. From the date you Subscribe, we shall:

a. Provide the Services you have Subscribed to as part of your Subscription Plan in accordance with these Terms of Use;

b. Provide the Services you have Subscribed to as part of your Subscription Plan with reasonable care and skill; and

c. Reasonably co-operate with you in relation to your use of the Services. 

3.2. From the date you Subscribe, you shall:

a. Provide your professional services to any of our Users or Enquiries we send to you to a high standard, in a timely and professional manner and in accordance with good industry practice; 

b. Not share your username, password or account logon details with anyone who you are not authorised to do so in accordance with Section 1.5;

c. Not do or omit to do anything which could damage our goodwill or bring our reputation into disrepute; 

d. Ensure that all Authorised Users comply with the terms of these Terms of Use; and

e. Ensure that you comply with all of our current policies made available on the Website from time to time, including but not limited to any acceptable use terms, service levels, any other standards or policies which we may publish. 

 

4. Billing and Payment

4.1. Subscription Fees

a. The fees payable for your Subscription Plan (“Subscription Fees”), any Bolt-on Services, and any other Charges you may incur in connection with your use of our Services, such as taxes and potential Enquiry Fees, will be set out in an initial email from us and such details are also available to view in your account on our Website at any time. 

b. Subscription Fees will be charged on your 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 e.g. your usual payment date is 31st of the month, your payment date will change to account for a shorter month where there are not 31 days in that month. Log on to your account to see your next Subscription Renewal Date.

c. Your Subscription will continue to renew until we receive any cancellation notification from you, in accordance with the cancellation terms in section 5. 

d. We may change our Subscription Fees but we may only do so provided that we have notified you of the changes prior to any Subscription Renewal Date. 

e. You may upgrade your Subscription Plan at any time. You will be able to access the benefits and features immediately and will be charged an additional prorated Subscription Charges to cover the period from the date which the new applicable fee for the upgraded Subscription Plan was adopted to your next Subscription Renewal Date.   

f. You may downgrade your Subscription Plan at any time, and the downgrade will apply from your next Subscription Renewal Date when your new applicable Subscription Fee will be charged and your benefits and features changed in accordance with the Subscription Plan chosen. 

4.2. Enquiry Fees

a. Payment for an Enquiry will be taken before full Enquiry information is provided to you from your chosen Payment Method.

b. All Enquiry Fees quoted are exclusive of VAT which will be charged in addition to any Enquiry Fees as applicable, at the prevailing rate of VAT.

c. If your Subscription Plan is Simple, Essential, Growth, Enterprise, Lite, or Plus you will be charged at the current rate as shown on the pricing page on our Website for any Enquiry accepted by you.

d. If your Subscription Plan is Plus Unlimited, all direct Enquiries provided to you shall be included in your Subscription Fees. Any other types of Enquiries directed to you as part of your Plus Unlimited Subscription Plan, shall be charged at the current rate as shown on the pricing page on our Website for any Enquiry accepted by you.

e. We may from time to time issue you with tokens (which, at the time of publication of these Terms of Use, include Plus, Refund and Goodwill tokens) (Tokens).  Tokens will be subject to any terms which we specify from time to time.  Tokens may be redeemed against Enquiry Fees.  Tokens may only be used for Enquiries priced at £45 or £30 (unless we agree otherwise).  Tokens will expire on their expiry date, as shown in your account on our Website and, after expiry, will no longer be valid. Any Tokens held in your account are for the benefit of your account only; Tokens cannot be refunded for the benefit of, or transferred to, other accounts or users. We may cancel or revoke these tokens at any time at our absolute discretion, and without the need to provide reasons for the same.

f. If you cancel your Subscription you must still pay any outstanding Enquiry Fees for any Enquiries accepted by you prior to cancellation of your Subscription. 

g. 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. 

4.3. Refunds 

a. Refunds (other than refunds resulting from the cancellations caused by changes we have made) will be in the form of Enquiry tokens or account credits which will be credited to your account with us. Refunds will not be made in cash. Enquiry tokens can be used to pay for future Enquiry Fees and account credit can be used to pay for your Subscription or Bolt-on Services. The different types of Enquiry tokens available are listed here on our Website.

b. Enquiry refund requests must be submitted to us within 10 days of purchase of the Enquiry. 

c. Enquiry refund requests that do not meet the criteria outlined below will not be accepted. Enquiry Fees will only be refunded under the following circumstances providing that written evidence to our satisfaction confirming the facts is provided to us:

i. Duplicate Enquiry: the Enquiry is from a User who has already contacted you via the Service with the same name, contact details and the same Enquiry, for which you have already paid an Enquiry Fee;

ii. Enquiry with an invalid phone number and email address: if the phone number fails and the email address is also invalid;

iii. Enquiry from an existing client: if the Enquiry is from an existing client of your business; 

iv. Non-genuine enquiry: where it can be reasonably concluded from the message that the Enquiry is non-genuine, spam or from a fake User; or

v. Debt advice: the User is exclusively seeking debt advice.  

 

5. Suspension, Cancellation and Termination

5.1. We may, at our sole discretion, suspend your account, your Subscription or our 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 these Terms of Use are terminated in accordance with the relevant provisions if:

a. 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 professional services contained or referenced in your Website profile;

b. You have not logged into your account to check and update your details and information in what we, in our sole discretion, consider to be a reasonable period of time;

c. A payment for our Charges (or any fees due to us) is not successfully settled, due to expiration of your Payment Method, insufficient funds, or otherwise, and you do not change your Payment Method or cancel your account, we may suspend your access to the Services until we have obtained a valid Payment Method and payment for any unpaid invoices;

d. At any time we, in our sole discretion, reasonably conclude your profile (including 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; or

e. We have reasonable grounds to believe that the right to use any of the intellectual property rights arising in the materials contained or uploaded within your profile has been withheld or withdrawn or the owner of such rights failed to give permission for your use of the same.

5.2. We may terminate your Subscription, the provision of our Services and these Terms of Use at any time:

a. If any of the grounds for suspension set out in section 5.1 have arisen and we consider it appropriate to do so;

b. On at least 7 days’ notice, such notice to expire on your Subscription Renewal Date;

c. If you commit a material breach of any provision of these Terms of Use;

d. If you commit persistent breaches of these Terms of Use which we in our reasonable opinion consider to be inconsistent with an intention to comply with the same;

e. If 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

f. 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. 

5.3. Subject to section 2.1.e, you can cancel your Subscription at any time, and you will continue to have access to the Services until your next Subscription Renewal Date when your access to the Services will automatically cease.  

5.4. 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. 

5.5. To cancel your Subscription call or email our Customer Success Team. You will need to provide written confirmation of your wish to cancel your Subscription. We must receive your written notice to cancel 5 working days prior to your Subscription Renewal Date, to allow for the time for the cancellation to take effect, otherwise you may be charged an additional Subscription Fee on the Subscription Renewal Date.

5.6. If you pay for your Subscription via an annual payment you may cancel in the first 30 days of your Subscription (“Cooling off Period”).  If you cancel during the Cooling off Period we will refund the remaining 11 months of your paid Subscription Fee.

5.7. Termination of these Terms of Use 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.  

5.8. You acknowledge that, immediately upon termination or cancellation:

a. The licence granted to you under section 1.3 to use our Services shall automatically cease; and 

b. The licence granted to you to use the IFA Blue Pound Sign Logo (“the Logo”) under section 6 shall automatically cease and you undertake that you will:

a. Cease to use any printed or electronic business materials bearing the Logo;

b. Remove the Logo from your website and emails; and

c. Remove and destroy all such advertising materials bearing the Logo as have been, or are being used and which are still in your possession.

5.9. You acknowledge that you are responsible for migrating any data including Uploaded Client Data from your account upon termination or cancellation of your Subscription, and that upon the expiry of 30 calendar days from the date of cancellation or termination of your Subscription, any data including Uploaded Client Data will be permanently deleted by us.

 

6. Intellectual Property Rights and Licensing

6.1. You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Unbiased Service. Save for as expressly stated, these Terms of Use do not grant to you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), rights in software (including source code and object code) or any other rights or licences (or any type) in respect of the Unbiased Service.

6.2. Sections 5.8(b) and 6.3 – 6.8 do not apply to new Subscriptions which are activated on or after 1 July 2020. 

6.3. The following conditions apply to the use of the Logo, a trademark registered to Unbiased 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:

a. The Logo can only be used by those who meet the definition of IFA as set out above;

b. The IFA acknowledges that copyright and all other intellectual property rights relating to the Logo are owned by Unbiased;

c. The licence granted to the IFA in respect of the Logo is revocable and commences from the start of any relevant Subscription and terminates in accordance with section 5.8; 

d. 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 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.

e. For the purposes of this section 6, ‘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.

6.4. The IFA undertakes that it will:

a. 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 section 6; and

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

6.5. 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 a registered trademark by Unbiased. 

6.6. The rights granted to the IFA by this section 6 are personal to that IFA and may not be transferred, assigned or otherwise dealt with by in any manner whatsoever.

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

6.8. We have the right to suspend the IFA’s use of the Logo in the following circumstances:

a. 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

b. Any reasonable information requested by Unbiased shall not have been supplied by the IFA to Unbiased after a reasonable period of time has elapsed.

6.9. You warrant that you own or are authorised to use (or allow us to use on your behalf) all intellectual property rights in all the content provided to us, including but not limited to the  Uploaded Client Data, and available on your Website profile.

6.10. Save as provided for in sections 1.3 and 6.3 – 6.8 (where applicable) no licence is granted by us to you to use any of our logos or any other intellectual property rights. Both parties agree that neither party shall by reason of these Terms of Use acquire or claim any right title or interest in or to any intellectual property rights of the other.

6.11. 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 and all claims, losses, costs, damages or expenses arising as a result.

 

7. Limitation of liability and Indemnity

7.1. You acknowledge and agree that we make no warranty and give no representation of any kind in relation to any third party data (including Uploaded Client Data and any data contained in an Enquiry) available of our Website and we accept no responsibility or liability for inaccuracy in or arising out such third party data.

7.2. We do not warrant that any business will develop for you as a result of your use of the Services.

7.3. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

a. Use of, or inability to use, our Website; or

b. Use of or reliance on any content displayed on our Website.

7.4. All implied warranties, conditions, representations or other terms that may be applied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms of Use.

7.5. 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.

7.6. Nothing in these 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.

7.7. Except as expressly stated to the contrary above, our entire liability to you under or in connection with these Terms of Use shall be limited to the amount of the Charges paid by you in the previous 12 months.

7.8. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:

a. Your use of the Unbiased Service;

b. Any breach by you and/or your Authorised Users of these Terms of Use; and/or

c. The Uploaded Client Data (save where such claim, action, proceeding, loss, damage, expense or cost arises as a result of our failure to comply with our own obligations in respect of the Uploaded Client Data).

7.9. Neither party to these Terms of Use 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 the Services 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.

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

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

7.12. You are responsible for your own professional and regulatory compliance with Applicable Regulations in relation to any services you provide a User.

7.13. You acknowledge that while information provided by us relating to the Services has been provided in good faith, you are entering into these 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.


8.    Data Protection

8.1. In these Terms of Use, the terms “controller”, “processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures” have the meanings given to them in the Data Protection Act 2018 and (for as long as and to the extent that the law of the European Union has legal effect in the UK) Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and repealing Directive 95/46/EC (General Data Protection Regulation) as amended and implemented by national laws, regulations and secondary legislation from time to time in the UK (“Data Protection Legislation”).

8.2. To the extent that we collect any personal data 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 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 Terms of Use are subject to our Privacy Policy as updated from time to time.

8.3. Both parties must ensure their own compliance with Data Protection Legislation. This section 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

8.4. In providing the Unbiased Service, we shall share Enquiry data with you and in this instance, you shall be a Controller in your own right of such Enquiry data, for the purposes of the Data Protection Legislation.

8.5. Where you are a controller pursuant to sections 8.4 of these Terms of Use, you:

i. Acknowledge and agree that the personal data may not be transferred or stored outside the EEA unless any such transfer is in strict accordance with the Data Protection Legislation;

ii. Shall ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of these Terms of Use (where we are acting as a processor on your behalf) so that we may lawfully use, process and transfer the personal data;

iii. Shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; 

iv. Shall ensure that you have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the personal data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by you);

v. Undertake that if you intend to use the personal data for any other purpose than as set out in these Terms of Use you shall notify the individual of the same immediately and ensure you have all the necessary and appropriate consents, and lawful basis for processing the personal data for such new purpose.

8.6. The Unbiased Service provides you with the ability to monitor your client leads and input Uploaded Client Data and in doing so allows you to access, manage and utilise personal data. In providing our Services in these instances, Unbiased is required to process personal data on your behalf and Unbiased will be the Processor for the purposes of the Data Protection Legislation, and you the Controller. 

8.7. Without prejudice to the generality of section 8.5, the processor shall, in relation to any personal data processed in connection with the performance of its obligations under this agreement:

i. Process that personal data only on the controller’s documented written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to Unbiased and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where the processor is relying on Applicable Laws as the basis for processing personal data, the processor shall promptly notify the controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the processor from so notifying the controller;

ii. Not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

(a) Either party has provided appropriate safeguards in relation to the transfer;

(b) The data subject has enforceable rights and effective legal remedies;

(c) The processor has complied with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(d) The processor has complied with reasonable instructions notified to it in advance by the controller with respect to the processing of the personal data;

iii. Assist the controller, at its sole cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

iv. Notify the controller without undue delay on becoming aware of a personal data breach;

v. At the controller’s written direction delete or return personal data and copies thereof to the processor on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and

vi. Maintain complete and accurate records and information to demonstrate its compliance with this section 8 and immediately inform the controller if in the processor’s opinion an instruction infringes the Data Protection Legislation.

8.8. A general description of the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data is set out in the Appendix to these Terms of Use.

 

9. Additional Provisions in relation to Uploaded Client Data

9.1. We shall follow our own internal archiving procedures for any Uploaded Client Data which we may have in place, amend and update in our sole discretion from time to time. In the event of any loss or damage to the Uploaded Client Data, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Uploaded Client Data from the latest back-up of such Uploaded Client Data any loss, destruction, alteration or disclosure of the Uploaded Client Data caused by any third party (except those third parties sub-contracted by us to perform services related to the maintenance and back-up of the third party data for which it shall remain fully liable).  

 

10. Confidentiality

10.1. During your use of the Unbiased Service we may provide, or make available to you, some of our Confidential Information (as defined below). Subject to section 10.3, you agree that you shall hold such Confidential Information strictly in confidence and not make our Confidential Information available to any third party, or use our Confidential Information for any purpose other than as permitted within these Terms of Use.

10.2. You will take all necessary steps to ensure that our Confidential Information is not disclosed or distributed by your Authorised Users in violation of these Terms of Use.

10.3. You may disclose our Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, you give us as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this section 10.3, you take into account and implement all of our reasonable requests in relation to the content of such disclosure.

10.4. A reference to Confidential Information within these Terms of Use includes any and all information of whatever nature disclosed directly or indirectly by us to you, including any information relating to our business affairs, customers, suppliers, products and services, technical information and data, financial information, marketing information, analyses, documents, data, formulae, processes, designs, know-how, source code, object code, trade secrets and Intellectual Property Rights which information is designated in writing to be confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary.

10.5. The obligations contained within this section 10 shall survive any termination of your Subscription.

 

11. Miscellaneous

11.1. Customer Support. To find more information about our Service and its features or if you need assistance with your account or Subscription, please visit the Unbiased Help Centre on our Website or contact our Customer Success Team on [email protected]d.co.uk.

11.2. In the event of any conflict between these Terms of Use and information provided by Customer Success Team or our Website, these Terms of Use will prevail.

11.3. 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.

11.4. If any provision of these 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 Terms of Use and the remainder shall continue in full force and effect.

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

11.6. Headings within these Terms of Use are for convenience only and shall have no effect on the interpretation of the terms within.

11.7. An obligation on you to do something, shall also be interpreted as an obligation to procure that something is to be done. 

11.8. References to include, includes and in particular or anything similar are illustrative only and none of them shall limit the sense of the words preceding or following them and each of them shall be deemed to incorporate the expression without limitation.

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

11.10. These Terms of Use, their interpretation and their subject matter shall be subject to the laws of England and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
 

These Terms of Use were last modified 8 April 2021. 

 

 

APPENDIX – Details of processing undertaken by us 

Subject matter and duration of the processing 

  

The Unbiased Service is a cloud hosted solution and we may have access to your personal data and the personal data of your customers by virtue of supplying and maintaining the Unbiased Service and the input of Uploaded Client Data.

We will only process such personal data for as long as is required to comply with the Terms of Use and to provide the Unbiased Service or where we are required to store such data to comply with laws or for our business record keeping purposes in accordance with our data retention protocols.

Uploaded Client Data will be retained by us for up to 30 calendar days from the cancellation or termination of your Subscription where it will then be permanently deleted.  

Nature and purpose of the processing 

Processing of personal data is for the purpose of performing the contract and/or to provide the Unbiased Service.

Type of Personal Data 

  

The Unbiased Service is intended to monitor the lifespan of client (or prospective client) enquiries.  

The data may therefore include names, addresses, dates of birth, places of birth, contact details and other personal identifiers as may be necessary or desirable for your effective use of the Unbiased Service.
 

Categories of data subjects 

Individuals whose details have been provided to you as part of an Enquiry or are uploaded to the Unbiased Service by you for the necessary or desirable use of the same by you.