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FINTEGRATE FINANCIAL SOLUTIONS LIMITED TERMS AND CONDITIONS

Services are operated by Fintegrate Financial Solutions Limited whose registered office is at:

Unit 1
Guest House Farm
Runshaw Lane
Euxton, Chorley
Lancashire
England
PR7 6HD

By subscribing to the Fintegrate service you agree to be legally bound by these terms and conditions

1. Definitions
‘Business Day’ means any of Monday to Friday, from 9 am to 5 pm inclusive, but excluding bank and other public holidays in England and Wales.

‘Client’ means your customer or client for whose benefit you are using the Fintegrate service.

‘Customer’ means the person or firm who purchases the Services from Fintegrate.

‘Customer Data’ means the data input by You, for the purpose of using the Services.

‘Data Protection Legislation’ means the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679 (when applicable), and all laws and regulations applicable to the processing of Personal Data under or in relation to the Terms and Conditions as replaced, re-enacted, consolidated, extended, revised or amended from time to time, all subordinate legislation enacted thereunder and any guidance issued by the Information Commissioner’s Office or any successor.

‘Data Subject’ means an identifiable natural person who can be identified, directly or indirectly as defined in GDPR Article 4.

‘Fintegrate Financial Solutions Limited’ is company number 11840769, incorporated in England and Wales. whose registered office is at Unit 1, Guest House Farm, Runshaw Lane, Euxton, Chorley, Lancashire, England, PR7 6HD.

‘GDPR’ means General Data Protection Regulation (EU) 2016/679 (GDPR).

‘Go Live Date’ means the date upon which we authorise you and your named users to access and use Fintegrate.

‘Intellectual Property Rights’ means all intellectual property and related rights of any nature whatsoever throughout the world for the full duration of the same including, without limitation: (i) all patents, registered or unregistered designs or unregistered trademarks, service marks, copyrights, designs, utility models, design rights and any and all applications for registration of any of the same where ever made; (ii) computer software and database rights of any nature, semi-conductor topographies and know-how; and (iii) any right or interest in any of the foregoing together with any applications or any similar or equivalent rights arising or subsisting throughout the world.

‘Personal Data’ means any information relating to an identified or identifiable natural person (‘Data Subject’) as defined in the GDPR Article 4.

‘Privacy Policy’ means the privacy policy for Fintegrate, as amended from time to time.

‘Service Agreement’ means the arrangement between Fintegrate and You, comprising the written agreement, these terms and any other documents specified in the service agreement.

‘Services’ means the subscription services provided by Fintegrate to the Customer under these terms and conditions via www.Fintegrate.co.uk, app.Fintegrate.com or any other website notified to the Customer by Fintegrate from time to time.

‘Subscription’ has the meaning given in clauses 3.2 and 4.1.

‘Supplier’ means a provider of information to Fintegrate.

‘Terms’ means these terms and conditions as amended from time to time.

‘User’ means a person or entity authorised by Fintegrate Financial Solutions Limited to access all or part of the Fintegrate software.

‘Website, site’ means the internet-based platform services operated by Fintegrate Financial Solutions Limited under the name “Fintegrate” at app.fintegrate.co.uk and www.fintegrate.co.uk

‘We, us, our, ourselves, seller’ means Fintegrate Financial Solutions Limited.

‘You, your, buyer’ means you, your company, partnership or other business entity entering into a contract with us to use Fintegrate software.

2. Parties
“Fintegrate, our, us or we” means Fintegrate Financial Solutions Limited and its agents and employees and any person to which the rights and/or obligations of Fintegrate are transferred or assigned.

“You, your or yourself” means you, your agents and employees.

3. Service
3.1 Fintegrate is a web-based software solution provided to professional financial advisers and their designated ancillary support staff. It is operated by Fintegrate Financial Solutions Limited.

3.2 Subject to the payment of the applicable fees, we grant to you from the Go Live Date a non exclusive, non-transferable licence (without rights to sub-licence) to have access to and use of the Fintegrate software.

3.3 We may grant a temporary licence without fee to allow you to take a trial of Fintegrate.

3.4 The user licence permits use of the service by the named user only and cannot be used in conjunction with any third-party advisers without prior and express consent from Fintegrate. Shared use of an adviser licence is prohibited.

3.5 The licence cannot be used to directly or indirectly compete with Fintegrate Financial Solutions Limited.

3.6 ‘Fair use’ applies to all licences to ensure the service remains available to all users. Whilst for a licence there is no cap on usage, Fintegrate monitors usage on a monthly basis and reserves the right to either suspend or re-negotiate licence costs, should it be deemed that usage exceeds that expected from standard use of a licence.

4. Duration and Termination
4.1 Fintegrate is supplied in return for either monthly or annual payments in accordance with the service agreement.

4.11 Contract renewal terms will be offered no less than 90 days prior to the end of the term contracted as part of this agreement.

4.2 Fintegrate Financial Solutions Limited reserves the right selectively to suspend user access to the website at any time during the investigation of a suspected breach of our terms and conditions.

4.3 Without prejudice to any right or remedy Fintegrate Financial Solutions Limited may terminate a user’s access to the service forthwith in the event of material breach by the user of any of these terms.

4.4 In any event, Fintegrate Financial Solutions Limited may terminate a user’s access to the service at any time upon one month’s notice to you.

4.5 Termination by either party shall be without prejudice to all rights and obligations accrued prior to termination.

5. Price
5.1 Payments must be in pounds sterling unless agreed otherwise.

5.2 If paying by Direct Debit, please note that Fintegrate Financial Solutions Limited has appointed the BACS Approved Direct Debit Bureau, Payment Solutions Limited (www.smartdebit.co.uk), to collect your payments and Fintegrate will be shown on your bank statement along with your reference number.

6. User Obligations
6.1 You are responsible for keeping secure all passwords in connection with your use of the service.

6.2 You shall not use any communication facility within the service to send or receive any message or communication which is offensive, defamatory, abusive, indecent, obscene or menacing or to cause annoyance, inconvenience or needless anxiety or for any illegal or any improper purpose.

6.3 You shall be responsible for and hereby agree to indemnify Fintegrate Financial Solutions Limited and keep Fintegrate Financial Solutions Limited indemnified against all direct liabilities, costs and expenses which Fintegrate Financial Solutions Limited may suffer or incur as a result of use by you or any other person using the user’s password (without permission) for the website other than in accordance with the Fintegrate terms and conditions.

6.4 You warrant that you hold all necessary licences and consents for the purpose of conducting any business in connection with the use of the service (including without limitation the appropriate authorisation under financial services legislation or any other relevant regulatory authority), and undertake to indemnify Fintegrate Financial Solutions Limited on an indemnity basis for any or all costs, claims, demands, expenses or liabilities arising out of or in connection with carrying out an authorised business.

6.5 You are responsible for ensuring compliance with any relevant legal and regulatory requirements arising from authorisation by The Financial Conduct Authority including, but not limited to:

(a) responsibility for advice given to members of the public;

(b) identification of clients to meet the requirements of anti money-laundering legislation.

6.6 The service is available to users worldwide. In the event that you access the service from a country outside the United Kingdom, you will have full and sole responsibility for ensuring that such use or access complies with all appropriate laws, rules and regulations of that country, and you will indemnify Fintegrate Financial Solutions Limited against all direct liabilities, costs, claims and expenses which may arise.

6.7 All information and documentation capable of being printed or extracted from the service must be printed and retained thereafter in its complete screen form. You shall not, nor shall you permit any person to, modify, change, amend or manipulate in whole or in part any information, documentation, template or form listed on or accessed from the service.

6.8 Use of and access to the service is restricted solely for the purposes of accessing information and the processing of legitimate business on behalf of your clients or clients of named users.

6.9 You shall not modify, translate, reverse engineer, decompile, disassemble, reformat, adapt, modify or edit the Fintegrate software or create derivative works based on it; nor shall you alter or remove any copyright, trademark, Intellectual Property Rights and other protective notices contained in the Fintegrate software.

7. Intellectual Property Rights
7.1 You acknowledge the intellectual property rights of Fintegrate Financial Solutions Limited, its suppliers and any other relevant third parties in their databases, documents, program code, information, names, logos, trademarks and graphics and any intellectual property rights created, developed, subsisting or used in or in connection with the website. You agree not to use, copy or reproduce them in whole or in part save in accordance with these terms.

7.2 Copyright in the Fintegrate pages is vested in Fintegrate Financial Solutions Limited or the supplier of the content of the same and you will not make any copies of the pages (except for Financial Services Legislation purposes) without the express written consent of Fintegrate Financial Solutions Limited or such supplier (as the case may be).

8. Availability
8.7 Fintegrate will use reasonable care in providing the service to you but cannot guarantee that the operation of the service will be uninterrupted for reasons that are deemed to be out of our control.

8.2 If for some reason the service were to become available for reasons that are within our control, you have the opportunity to claim back service credits relating to the period for which the service was unavailable.

8.3 Service availability, at server/infrastructure level, will be measured by our Fault Management System.

8.4 For the avoidance of doubt, if there is a dispute on the cause, commencement or duration of a Fault, the records of the fault management system at our technical support desk shall be final.

8.5 Our service availability target is 99.85% on a rolling monthly basis.

8.6 The measurement of service availability will exclude any period of Planned Outage or Excused Outage.

8.7 Planned Outage means any period where the service is unavailable which is either scheduled by us, and notified to you in advance, or caused by any services you request or authorise, including but not limited to requests for changes or reconfiguration.

8.8 Excused Outage means any period where the service is unavailable which is (a) Your network or system, or any part of it; or (b) Your acts or omissions; or (d) Your breach of the Agreement; or (c) Your failure or delay in complying with Our reasonable instructions; or (d) any refusal to allow Us, Our employees, agents or subcontractors access to diagnose or remedy any Fault; or (g) a force majeure event as set out in the Agreement; or (h) an act or omission of any third party which is beyond Our reasonable control.

8.9 We work out monthly Service availability per Site like this: (24hrs x days in month – Outage Time hrs)
/ (24hrs x days in month) x 100%.

8. l0 To keep things consistent, we measure this Service availability from 00:01 on the first day to 24:00 on the last day of each calendar month.

8.11 Any service credits applied for the unavailability of the service will be applied based on the calculation in 8.10 and applied to any affected license subscription costs during the month affected, with a credit note applied for the relevant amount.

9. Data Protection
9.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 9 is in addition to and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

9.2 Under the General Data Protection Regulation (EU) 2076/679 (GDPR). All personal information you supply to us will be treated in accordance with that Regulation. We will collect and use your personal information in order to operate, enhance and provide you with the information services you request.

9.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Data Controller and Fintegrate is the Data Processor (where Data Controller and Data Processor have the meanings as defined in the GDPR legislation).

9.4 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

9.5 Without prejudice to the generality of clause 9.7, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Personal Data (as defined in the Data Protection Legislation) to Fintegrate for the purposes of the Subscription term.

9.6 Without prejudice to the generality of clause 9.1, Fintegrate shall, in relation to any Personal Data processed in connection with the performance by Fintegrate of its obligations under the Contract:

(a) process that Personal Data only on the written or verbal instructions of the Customer unless Fintegrate is required by the laws of any member of the European Union or by the laws of the European Union applicable to Fintegrate to process Personal Data (Applicable Data Processing Laws). Where Fintegrate is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Fintegrate shall promptly notify the Customer of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit Fintegrate from notifying the Customer:

(b) ensure that it has 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 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, psuedonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and service, ensuring that availability 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;

(c) take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the personal data, ensuring in each case that access is strictly limited to those individuals who need to access the relevant personal data, as strictly necessary to deliver the Services. All such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;

(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

i. the Customer or Fintegrate has provided appropriate safeguards in relation to the transfer;
ii. the Data Subject (as defined in the GDPR legislation) has enforceable rights and effective legal remedies;
iii. Fintegrate complies with its obligations under the GDPR legislation by providing an adequate level of protection to any Personal Data that is transferred; and
iv. Fintegrate complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(e) assist the Customer, at the Customer’s cost, in responding to any reasonable 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;

(f) notify the Customer without undue delay on becoming aware of a Personal Data breach;

(g) at the written direction of the Customer, Fintegrate shall supply copies or erase any personal data in accordance with the requirements of Data Protection Legislation, where not prohibited by regulatory authorities; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 9.

9.7 Fintegrate may, at any time on not less than 30 days’ notice, revise this Clause 9 by replacing it with any applicable controller or processor standard clauses or similar terms forming part of an approved certification scheme (which shall apply when replaced by attachment to this agreement).

9.8 Fintegrate shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of Customer Data available as may be notified to the Customer from time to time, as such a document may be amended from time to time by Fintegrate in its sole discretion.

9.9 The Customer acknowledges that Fintegrate is reliant on the Customer for direction as to when and to what extent Fintegrate is entitled to access and process Customer Data in order to carry out the Customers instructions or fulfil Fintegrate’s obligations. Consequently, Fintegrate will not be liable for any claim brought by a Data Subject arising from any action or omission by Fintegrate to the extent that such action or omission resulted directly from the Customer’s instructions.

9.10 The Customer shall provide Fintegrate with at least one valid company email address in order to access the Fintegrate platform and for administration of the account, and in order to provide information about any contractual or technical changes to the Services,

9.11 The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and research products and services from third parties via third-party websites and that it does so solely at it’s own risk. Fintegrate makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third-party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third-party, and not Fintegrate. Fintegrate recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Fintegrate does not endorse or approve any third-party website or the content of any third-party website made available via the Services.

9.12 You acknowledge that Fintegrate may pass limited Customer Data to partners, providers of content to the Services and third-party service providers for administrative and statistical research purposes, for example monitoring website usage or issuing emails. Third parties are not permitted to use such data for their own purposes. Fintegrate acknowledges that it has or will enter into a written agreement with such third parties incorporating terms in relation to data protection which are substantially similar to those set out in this clause 9.

9.13 The Customer consents to the use of cookies. We use the information we obtain to provide you with an improved service and to improve our understanding of your usage of our Services. The information that we gather is non-personal statistical information about the pages you visit. We warrant that we will not release this information to other companies. Please see Privacy Policy for further details.

10. Sources of Information
The information provided by suppliers is believed by Fintegrate Financial Solutions Limited to be reliable and accurate at the date of publication. Each supplier is responsible for the information, products and services it makes available through the service.

Fintegrate Financial Solutions Limited makes no representation or warranty, whether express or implied, as to its accuracy, or completeness, timeliness or fitness for any purpose. No independent verification, monitoring or screening has been undertaken in respect of the information contained on, or the products or services accessed via, Fintegrate: you will be solely responsible for verifying its accuracy and suitability.

Fintegrate Financial Solutions Limited does not endorse or accept responsibility for any recommendations, views, opinions or advice expressed on Fintegrate and all information should be independently verified.

11. Liability and Indemnity
11.1 Subject to clause 11.2 below, and to the extent permitted by law, Fintegrate Financial Solutions Limited shall not be liable (whether incurred by you or any third-party) for:

(a) indirect, economic, special or consequential loss or damage whether in contract (given by indemnity or otherwise), tort or otherwise;

(b) loss of profit, loss of data, loss of use of equipment or process, loss of anticipated savings, or wasted management time and whether or not we have been informed of the potential loss or damage arising and whether incurred directly, indirectly or consequentially.

11.2 Fintegrate Financial Solutions Limited does not exclude or restrict liability:

11.2.1 for fraud and for death or personal injury to the extent that the same arises as a result of the negligence of Fintegrate Financial Solutions Limited, its employees, agents or authorised representatives or for fraudulent misrepresentation.

11.2.2 to the extent that such liability cannot be excluded or restricted by any financial services legislation and the rules and regulations made thereunder and all other applicable laws and regulations.

11.3 Subject to clause 11.1 and 11.2 above, and to the extent permitted by law, Fintegrate Financial Solutions Limited’s liability in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, arising under or in connection with these terms shall not exceed the fees outlined within the service agreement, regardless of the number of events giving rise to liability.

11.4 We will use reasonable care in providing the service to you otherwise all conditions and warranties express or implied by statute or otherwise including (without limit) any concerning the quality reliability and merchantability or fitness for purpose of the Fintegrate site are to the maximum extent permitted by law hereby excluded. Fintegrate Financial Solutions Limited gives no warranty that the functions contained in the service will meet your requirements or that the operation of the service will be uninterrupted or error free or that the defects in the same will be corrected. Fintegrate Financial Solutions Limited will not be liable for any unavailability of the service where it is caused by circumstances beyond its reasonable control, for example, technical or communications breakdown, industrial action or power failure. We will notify you of these circumstances as soon as reasonably practical.

11.5 Subject to clause 11.2 above Fintegrate Financial Solutions Limited accepts no liability in respect of any loss or damage which may arise due to matters beyond its reasonable control from the use of electronic mail, including without limitation, non-delivery of e-mail or any other electronic communication, incorrect or delayed delivery of e-mail or any other electronic communication or the interception and unauthorised reading of e-mail or any other electronic communication.

11.6 Subject to Clause 11.2, formal proceedings relating to any claim against us must be served on us within 12 months from the end of the month in which you become aware or should reasonably have become aware of the events giving rise to the claim.

11.7 If you have delegated named users, you shall procure their compliance with these terms. In the event that we incur any direct losses arising out of or in connection with the acts or omissions of your named users, you hereby agree to defend and indemnify us against such direct losses.

12. Disclaimer
12.1 Fintegrate offer this service as an information tool only. The materials on this site do not constitute financial or other professional advice.

12.2 Any listing of other web sites on the Fintegrate site is provided solely for the convenience of the users of Fintegrate. The selection by you of such a web site will connect you to a site which is not under the control of Fintegrate Financial Solutions Limited. On connection to the site you may be bound by any terms and conditions and privacy policies applicable to that site. Fintegrate Financial Solutions Limited has no control over the content of such web sites or the services available through them and accordingly makes no representation concerning the content of those sites.

13. Force Majeure
Neither party shall be under any liability to the other party for any delay or failure to perform any obligation under these terms if the same is wholly or partly caused, whether directly or indirectly, by circumstances beyond its reasonable control.

14. Waiver
Failure or neglect by us to enforce any of the provisions in these terms and conditions shall not constitute a waiver of our rights hereunder nor in any way affect the validity of the whole or any part of these terms nor prejudice our rights to take subsequent action.

15. Invalidity and Severability
If any provision of these terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provisions shall not affect the other provisions of these terms which shall remain in full force and effect.

16. Notices
Both parties may send notices regarding the service by post; or by email confirmed as having been received.

17. Third-party Rights
Nothing in this agreement shall operate so as to confer any benefit upon any person or party not a party to it and the Contracts (Rights of Third Parties) Act 1999 shall be excluded in its entirety from applying to this agreement.

18. Assignment
Fintegrate Financial Solutions Limited may assign, sub-contract or delegate all or any of its rights or obligations under these terms without your prior consent.

19. Entire Agreement
These terms constitute the entire agreement between you and us in respect of access to the service. No representation or statement not expressly contained in these terms or incorporated in these terms by reference shall be binding upon us as a warranty or otherwise.

20. Jurisdiction
These terms of business shall be governed by the laws of England and all parties agree to submit to the non-exclusive jurisdiction of the English Courts as regards any claim or matter arising under these terms. In the event of legal proceedings, the parties agree for their mutual convenience that any and all legal proceedings and hearings shall, unless a Court orders otherwise, take place in Preston.