The following constitutes the terms and conditions under which Zurich Intermediary Group offers the information, Services and the facilities of the Site for use by authorised Intermediaries. You should ensure that you have read everything in full and understood it.
If you do not agree to any of the terms & conditions you must not use the Site or the Services.
In consideration of your acceptance, Zurich Intermediary Group makes the Services and the facilities of the Site, as described below, available for your use.
These terms and conditions may be changed at Zurich Intermediary Group's absolute discretion from time to time so you should reread this section each time you use the site.
English law shall govern these terms and conditions and any dispute shall be resolved under the exclusive jurisdiction of the English courts.
About Zurich Intermediary Group
Zurich Intermediary Group Limited, authorised and regulated by the Financial Conduct Authority.
Registered in England and Wales under company number 01909111. Registered Office: The Grange, Bishops Cleeve, Cheltenham, GL52 8XX.
Electronic Services Agreement between Zurich Intermediary Group (referred in these terms as "the Provider") and the Intermediary
You should carefully read the following terms and conditions. By registering for and using this Site you agree to be bound by these terms and conditions. If you are part of a firm or corporate entity you are accepting these terms and conditions on behalf of that firm or corporate entity and you warrant that you have the authority to do so.
1. Definitions and Interpretation
The term "Agreement" shall mean this agreement, together with the attached Schedule, as may be amended from time to time in accordance with Clause 23. The meanings of the defined terms in this Agreement are as set out in Part 1 of the Schedule.
This Agreement will commence on the Commencement Date and remain in force until terminated in accordance with the provisions under this Agreement.
3.1 To register with the Site, (whether to apply for Level One Access or Level Two Access), the User shall complete and submit an online registration form in the form required by the Provider. The User must provide details requested in the mandatory fields to allow the Provider to process its registration and confirm its identity. A valid FCA Authorisation number and agency code(s) must be entered if Level Two Access is required.
3.2 The Provider will allow access to the Site using Unipass Certificates or user IDs and passwords. The Unipass Certificate must first be registered with the Provider by completing and submitting the UNIPASS client certificate registration form.
3.3 As part of the registration process, if a User is not using a Unipass Certificate then that User is required to select a user ID and password for the purposes of gaining access to the Site in accordance with Clause 4. The user ID and password is unique to each User and the Intermediary shall ensure that it is not issued to any other person. The Intermediary shall ensure that any delegation of access rights permitted by the Provider to be granted by a User shall be granted by the User to an employee of the Intermediary, who is, in the Intermediary’s reasonable opinion, a fit and proper person to exercise such delegated access rights. The Intermediary shall ensure that all persons exercising access rights are authorised or exempt persons as defined in the Financial Services and Markets Act 2000 and are permitted to conduct the types of business facilitated by use of the Services.
3.4 In the event that a User is granted Level Two Access by the Provider and such User is not using a Unipass Certificate then the Provider shall issue the Intermediary with an activation code (“Level Two Activation Code”) which the User must enter prior to its initial use of the Services offered pursuant to Level Two Access. The User must enter its Level Two Activation Code within 28 days of the issue of the code by the Provider. If the Level Two Activation Code is not entered within this timescale then that User’s Level Two Access rights shall be withdrawn.
As part of the validation process the Provider will advise the Intermediary of the agency code(s) to which the User is being granted access on behalf of the Intermediary. By the User using the activation code the Intermediary agrees that the User can be granted access to the agency code(s) listed and any other agency code(s) held by Provider for the Intermediary now and in the future.
3.5 Following successful completion of the registration process the Provider may periodically notify the Intermediary in writing to confirm the identity of all Users and the level of User Access that such Users have been granted (“Access Confirmation”). In the event that the Intermediary receives Access Confirmation from the Provider and the Intermediary does not wish a User to be continue with the level of User Access by the Provider then the Intermediary shall inform the Provider in writing of such objection within 7 Working Days of receipt of the Access Confirmation and the Provider shall implement such request as soon as is reasonably practicable.
4. User Access
4.1 A User will only be permitted to gain access to the Site and the Services if the Intermediary holds a valid, non-expired and non-revoked Unipass Certificate or the User can provide a valid user ID and password. Users with the aforementioned access tools may be granted Level One Access or Level Two Access (as applicable) by the Provider upon completion of the registration requirements set out in Clause 3 ("User Access").
4.2 The Intermediary shall, and will procure that each User shall:
(a) only access the Site using the appropriate User Access;
(b) employ the User Access solely for the purpose of accessing the Site and the Services to use in accordance with this Agreement and not attempt to gain unauthorised access to the Provider's computer systems;
(c) keep all relevant information and processes in respect of the User Access confidential and not divulge such information and processes to any third party;
(d) store all relevant information concerning the User Access securely; and
(e) inform the Provider immediately on becoming aware of any unauthorised access to the Site or anything amounting to breach of security, including compromise of any information concerning the User Access.
4.3 The Intermediary will be responsible for ensuring that only permitted individuals access the Site and the Services. The Intermediary will be liable for any and all acts or omissions resulting from the use of the User Access by any of its Users, including Users whose permission to use the Site and/or the Services has been withdrawn or suspended for whatever reason.
4.4 For the avoidance of doubt, the obligations under Clause 4.1 shall not affect any administration services or guidelines with which the Intermediary or a User is required to comply under any contract with a third party provider of the User Access.
4.5 Where a User is accessing the Site the Provider will check that the access rights of the Intermediary to the Site have not been revoked or suspended and will not permit a User to access and use the Site where the Intermediary's access has been revoked or suspended.
4.6 The Provider reserves the right to restrict User access to all or part of the Services and to mandate the sole use of particular User Access; such as a Unipass Certificate; for some or all of these Services.
5. The System Standards
5.1 The Intermediary System(s) and Devices will be secure, robust and reliable. The Intermediary warrants that the Intermediary System(s) and Devices will be maintained, secured and operated to a standard reasonably considered appropriate for system(s) and Devices used to connect to or access the Site and the Services.
5.2 The physical infrastructure used for the communication of Data for the Services is the public Internet and Users should have or obtain a suitable connection to the Internet for this purpose.
6. The Services
6.1 The Provider will provide the Quote Services, New Business Services, Plan Enquiry Services, Tracking Services and Commission Services via the Site and/or the Services.
6.2 The Provider will provide the Services to the Intermediary in accordance with this Agreement unless and until this Agreement is terminated or in respect of any individual service forming part of the Services, until that service is withdrawn by the Provider (for whatever reason).
6.3 The Intermediary undertakes to the Provider to access and use, and procure that each User accesses and uses, the Services in accordance with the terms of this Agreement and any reasonable instructions given by the Provider from time to time.
6.4 The Intermediary will be responsible for ensuring that it has all the necessary computer hardware, devices, software, modems, connections and other items required for access to and use of the Site and the Services by the Intermediary and its Users.
6.5 The Provider shall not be responsible for any delays or failure to perform its obligations under this Agreement to the extent that they result from any failure by the Intermediary to provide such assistance as may reasonably be required from the Intermediary by the Provider under this Agreement in order to enable the Provider to carry out its obligations under this Agreement.
6.6 Where the Provider wishes to provide additional services to the Intermediary within the scope of this Agreement, these shall be added to the Agreement in accordance with Clause 23.
6.7 The Provider reserves the right to update, improve or change the Services at its sole discretion. Where these amendments are made, the Provider will amend the Agreement in accordance with Clause 23. The amended version of the Service shall become the current release of the Service and only the current release will at any time be available for use by the Intermediary.
6.8 The Provider reserves the right to immediately suspend or terminate the Intermediary's right to access the Site and/or use the Services where the Intermediary uses the Site, the Services or the Provider System(s) for any purpose not expressly contemplated or permitted by this Agreement.
6.9 The Provider shall use reasonable endeavours to maintain access to the Site and the Services between 8.00 am - 8.00 pm but may temporarily suspend access to all or part of the Site and/or Services for operational reasons. Prior to suspending access for this reason, where possible, the Provider will notify the Intermediary by posting notice of this to the Site or by other means as appropriate.
6.10 The Provider makes no warranties as to the availability or accessibility of the Site or the Services and accepts no liability for any direct, indirect, ordinary, special or consequential damage or loss arising out of or in connection with, the use or inability to use the Site or the Services.
6.11 In respect of the Services, the Provider will Authenticate the Intermediary by checking that the Intermediary has a valid FCA authorisation number and checking this against the Intermediary firm postcode and agency reference number.
Access to Customer Information
6.12 The Intermediary acknowledges that, in the event that a User partially or fully completes a Quote or Application on behalf of a Customer whether or not such a Quote or Application is formally completed and submitted to the Provider ("Pending Application"), the Provider shall be entitled to access the Data solely in order to compile management information or to resolve any problems in relation to the operation of the Site and / or the Services.
7. Data Input
7.1 The Intermediary undertakes to and procures that its Users will use Data Inputs in accordance with the terms of this Agreement for the purposes of:
(a) submitting enquiries as part of the Plan Enquiry Services;
(b) submitting enquiries as part of the Tracking Services (where available);
(c) requesting details of its Commission as part of the Commission Services (where available);
(d) requesting a Quote; and
(e) submitting an Application.
7.2 In order for a Data Input to be processed by the Provider it must be completed, submitted and Authenticated.
7.3 The Provider will cross-check that Terms of Business are currently in force with the Intermediary or, where the Intermediary is an Appointed Representative, with the Authorised Firm.
7.4 The Intermediary acknowledges that it is responsible for the Data Input and undertakes to and shall ensure that each User shall:
(a) use all due care and diligence when inputting data;
(b) check all information carefully before submitting it to the Provider.
7.5 The Intermediary is responsible for ensuring that all Data Inputs by its Users are legitimate and that the Data submitted is accurate.
7.6 The Intermediary shall comply with the Money Laundering Regulations 2003 and Joint Money Laundering Steering Group “Prevention of money laundering / combating the financing of terrorism” Guidance Notes for the UK Financial Sector (2006 Edition) (hereafter referred to as “JMLSG Guidance Notes 2006) (as may be amended from time to time) and such other requirements as the Provider may require in verifying (and obtaining the proof of) the identity of the Customer, third parties acting on behalf of the Customer, third party funders and any third parties to whom payments may be made and generally in order to comply with the Money Launder Regulations 2003 and other regulations on money laundering.
7.7 The Intermediary shall ensure that it shall only submit Applications only where the required identities specified under sub-clause 7.6 above have been verified and it shall ensure that each Application shall be accompanied by a completed confirmation of verification of identity (CVI) certificate unless the Provider agrees to or requires other confirmation of identity and information as per the JMLSG Guidance Notes 2006.
7.8 Where electronic ID is used in relation to an Application, the Intermediary will ensure that confirmation that additional checks have been made in accordance with paragraphs 5.3.11 – 5.3.18 of the JMLSG Guidance Notes 2006 is provided.
7.9 Notwithstanding the provisions of sub-clauses 7.6 – 7.8 above the Provider shall be entitled to refuse to accept the use of pro forma confirmations and / or business from the Intermediary where the Provider (acting reasonably) determines that the Intermediary has inadequate anti money laundering and “know your customer” controls in place as stipulated under paragraphs 5.5.26 and 5.5.27 of the JMLSG Guidance Notes 2006.
7.10 The Intermediary undertakes that, on request from the Provider, the Provider shall be given access to the underlying source identification documentation. The Provider shall only be entitled to make such request when it is necessary for it to do so in order for the Provider to comply with regulatory or legal requirements.
8. Data Display
8.1 Data Displays will be created, displayed and Authenticated on the Site.
8.2 The User acknowledges that a Data Display may be:
(a) created and displayed to a User as a result of the User making a Data Input; or
(b) automatically generated and provided to the User at times determined by the Provider or agreed between the Parties.
8.3 The Provider will provide a Data Display to the Intermediary in accordance with the terms of this Agreement.
8.4 The Provider is responsible for ensuring that Data contained in any Data Display provided is accurate, subject to any relevant pending transactions not yet fully processed, and that there are no Errors in any Data Display which it generates.
8.5 Where a User is accessing the Services, the Provider shall be responsible for cross-checking that the Intermediary is recorded as the agent for the Customer who is the subject of the Data Display and is entitled to access and view the Data (including, without limitation, the details in respect of a particular Customer policy).
8.6 The Intermediary undertakes to the Provider:
(a) that where any part of a Data Display is disclosed to a Customer such disclosure shall be made subject to any notes from the Provider which are contained within the Data Display relating to the presentation or disclosure of that Data Display;
(b) to ensure that any Data Display or Data contained within a Data Display received by it is not disclosed to any person not authorised to access and view it: and
(c) to ensure that a User who is able to access a Data Display in error shall:
(i) not use or disclose the Data Display for any purpose whatsoever; and
(ii) promptly notify the Provider;
(d) not to use or permit the use of the Data Display for any purposes other than as may be required by the Intermediary in order to carry out its legitimate business.
8.7 Exclusions of Liability
Subject to the Provider's obligation under Clause 8.4, a Data Display is supplied by the Provider to the User on a "for information only" basis. The Provider shall use its reasonable endeavours to ensure the accuracy of any Data Display but does not warrant to the Intermediary that the Data Display (except where the Data Display is generated as a PDF version of a Quote), the Data contained within the Data Display or any part of it complies with any legal or regulatory requirements in relation to the presentation and/or the form of that Data, nor that the Data can be used legitimately outside the United Kingdom.
An electronic communication in the form of a Data Input or Data Display will be deemed to have been received at the time that it is displayed on the Site or received by the Provider’s System(s) provided that no message indicating a failure to submit has been received by the sender.
9.1 The Intermediary acknowledges that a Quote will be generated on the basis of the Data it submits to the Provider through a Data Input.
9.2 The Intermediary undertakes to request a new Quote where:
(a) a Quote is saved and retrieved at a date on or after the expiry of the Validity Period; or
(b) there has been a change in the Customer's circumstances or details since the original Quote was generated as a Data display by the Provider.
9.3 The Intermediary undertakes to draw the expiry of the Validity Period (if any) of the Quote to the Customer's attention.
9.4 The Intermediary acknowledges that the use of a Quote to populate an Application will not discharge the Intermediary from fulfilling its obligations under Clause 10.
9.5 The Intermediary warrants to the Provider that where a Quote is disclosed to a Customer, such disclosure shall be made in the form in which the Quote is generated as a Data Display in PDF format. The Intermediary will not provide the Customer any other hard copy extracts of the Quote Data Display.
9.6 The Provider will provide a Quote in the form of a Data Display.
9.7 The Provider warrants to the Intermediary that where the Data Display of a Quote is generated in PDF format, the Quote is provided to the Intermediary in a form which is compliant with legal and regulatory requirements in relation to the presentation and/or form of the Quote in the United Kingdom. The warranty in this Clause 9.7 shall not apply in the event that the Intermediary amends the content or the format of the Quote in any way.
10. New Business Services
10.1 An Application may be submitted by completing and submitting the Application on the Site.
10.2 The Intermediary agrees to be diligent and sufficiently comprehensive in its enquires of the Customer.
10.3 The Intermediary acknowledges that it is responsible for ensuring the correct input of Data and shall use all due care and diligence when completing the Application and check all information carefully with the Customer before submitting the Application to the Provider.
10.4 The Intermediary is responsible for ensuring that all Applications submitted by its Users are legitimate.
10.5 The Provider will cannot and does not accept any responsibility for late or corrupted Applications due to any viruses, delays or failures in transmission, failure of software or hardware or telecommunications networks, nor for any other circumstances beyond the control of the Provider.
11. Extranet Site
The Intermediary undertakes to use the Site and to ensure that each of its Users uses the Site in accordance with the terms of this Agreement and not to use the Site, Services or Data for any illegal, offensive or defamatory purposes.
Any links (be it a hypertext link or other referral device) made by the Provider from the Site to third party websites are designed to allow the Intermediary and its Users to access more information and are provided solely for the convenience of the Intermediary and its Users. The Provider gives no endorsement or approval of the accuracy or content contained in these third party websites. The Provider is not responsible for the content of these third party websites nor does the Provider have any liability in connection with any website which is linked to from the Site (including but not limited to, liability arising out of any allegation that the content of any such third party website infringes any law or the rights of any person or entity). The Intermediary and its Users may not frame the Site or link to any part of the Site without the prior written consent of the Provider.
12.1 The Parties acknowledge and agree that all Intellectual Property Rights in the Data shall at all times remain with the Party from whom the Data originated, whether the Data is in human or machine readable form. The Parties agree to comply with their respective obligations in this Clause 12 in respect of the use and protection of Data.
12.2 The Provider shall at all times retain control of the keys necessary to decrypt any encrypted Data. Where the encrypted Data cannot be decrypted, the Provider will provide the Intermediary with a readable copy of the Data or provide the necessary key for decrypting the encrypted Data, at the request of the Intermediary.
12.3 In the event that the Intermediary is required to provide the key necessary to decrypt any encrypted Data to any party who is legally authorised to receive the key, the Provider shall provide such key immediately on receiving a request from the Intermediary to do so.
12.4 Each Party undertakes to the other Party not to copy, distribute or use the Data of the other Party, nor reproduce that Data in whole or in part, in any form (whether in hard copy, electronic or other) except as provided by this Agreement or as necessary for the Party to carry out its obligations under this Agreement.
12.5 Each Party shall bear responsibility for the back-up of its Data and protection against loss of Data.
12.6 To the extent permitted by applicable law, neither Party makes any warranties or representations that any Data sent by it is free from computer viruses or other defects. Each Party acknowledges that it is responsible for taking its own precautions to ensure that all electronic communications, Data, programs and files received from the other Party are free from computer viruses or other defects.
12.7 Notwithstanding Clause 12.6, each Party:
(a) will take reasonable steps to prevent the introduction by its personnel of computer viruses into any electronic communication, programs and files sent to the other Party; and
(b) warrants and undertakes to the other Party that it will not wilfully introduce any viruses, worms, trojan horses or other contaminants including (without limitation) any code which will or may be used to access, modify, delete or damage any data, files or other computer programs used by the other Party, into any electronic communication between the Parties.
13. Site information
13.1 The Provider may from time to time display Site Information on its Products and the Products of its associated companies in the form of general information on the Site and make available application forms for these Products for Intermediaries to download and print on behalf of their Customers. The provision of a Product is subject to the full terms and conditions for that Product, copies of which are available from email@example.com.
13.2 While the Provider shall take all reasonable steps to ensure that Site Information is accurate and current at the date of publication, the Provider cannot ultimately warrant the accuracy of the Site Information and cannot be held liable for any errors or omissions or for the Site Information becoming out of date.
13.3 The Provider makes no representations about the suitability of the Site Information for any purpose. The Intermediary should contact firstname.lastname@example.org for information on specific circumstances and verification of the Site Information if the Intermediary wishes to rely on it. The Provider cannot be held liable for any use or reliance made of or put on Site Information by the Intermediary except as specifically agreed with the Provider in any further agreement made in writing.
13.4 Nothing contained in the Site should be construed as an offer or recommendation to buy or sell any investment. In providing the Site Information the Provider is not rendering any investment, legal, tax or other professional advice.
14. Third party suppliers
The Parties acknowledge that certain third party providers of ancillary software or services (including, without limitation, the provider of the User Access), which may be used by the Provider, the Intermediary and/or the User in relation to the provision of the Services, may require an Intermediary and/or User to agree to additional terms for the use of such software or services by the Intermediary or any User. Such terms shall be without prejudice to the obligations and responsibilities of the Parties under this Agreement.
15. Warranties and disclaimers
15.1 Each of the Parties warrants to the other that it has the necessary rights to perform its obligations under this Agreement.
15.2 Each of the Parties warrants that it has full legal authority to enter into this Agreement.
15.3 The Provider represents and warrants to the Intermediary that:
(a) it shall provide the Services and perform all other obligations under this Agreement with reasonable skill and care; and
(b) it has full rights to grant the licences referred to in this Agreement free from all liens, claims encumbrances and other restrictions.
15.4 Where the Intermediary is not authorised in its own right under the FSMA, it warrants that it is an Appointed Representative. The Intermediary warrants that it will notify the Provider immediately on ceasing to be the Appointed Representative of the Authorised Firm, in which event the provisions of Clause 19.4 will apply.
16. Limitation of liability
16.1 The aggregate liability of each Party to the other Party arising out of breach of contract, or breach of any term of this Agreement, whether express or implied, or breach of any common law or statutory duty (including but not limited to any duty in relation to tort or delict) for any single event or series of connected events arising out of this Agreement shall not exceed fifteen thousand pounds (£15,000) sterling except that:
(a) this limitation of liability shall not apply to the liability of either Party to the other Party pursuant to Clause 18 (Data Protection); and
(b) the liability of any Party for breach of any obligations of confidence shall not be limited.
16.2 Except for a breach of Clause 18 (Data Protection), no Party shall be liable for any consequential, indirect or special losses, for loss of profits, business revenue, goodwill or anticipated savings suffered or incurred by the other Party as a result of any breach of any warranty contained in this Agreement or any of the provisions of this Agreement, regardless of whether the Party had been informed or had reason to know of the possibility of such loss.
16.3 Each of the Parties agrees that the other will not be liable to it under any circumstances for any consequences arising from Errors, lost Data, or lost or corrupted files as a result of its own failure to implement necessary backup or employ the Standards.
16.4 Nothing contained in this Agreement shall exclude or limit either Party’s liability for death or personal injury resulting from any act, omission or negligence of that Party or its officers, agents, employees or sub-contractors, or any other liability the exclusion of which is expressly prohibited by statute.
17. Intellectual property
17.1 Except as expressly provided in this Agreement, neither of the Parties shall acquire any proprietary rights, title or interest in or to any Intellectual Property Rights of the other Party.
17.2 The Provider hereby grants a non-exclusive, non-transferable licence to the Intermediary to use the appropriate part of the Provider System as is necessary for it to access and use the Services.
18. Data Protection
18.1 In this Clause "Data Controller", "Data Processor" and "Data Subject" shall have the meaning set out in the Data Protection Act, and "Individual Rights" means the rights of Data Subjects under the Data Protection Act.
18.2 Each of the Intermediary and the Provider acknowledges that it acts as a Data Controller in respect of any Customer Personal Data Processed by it, irrespective of ownership of the Intellectual Property Rights in Customer Personal Data. Each of the Intermediary and the Provider agrees that they are separately responsible for compliance with the Data Protection Act.
18.3 Each of the Provider and the Intermediary warrants that it has in place all necessary notifications including, without limitation, notification to the Information Commissioner and notifications to Data Subjects in respect of its Processing of Personal Data as required by the Data Protection Act.
19.1 In addition to the other rights of termination set out in this Agreement, this Agreement may be terminated:
(a) by either Party immediately on giving written notice if the other Party commits any material breach of any provision of this Agreement which is not capable of remedy or if capable of remedy, fails to remedy the breach within thirty (30) Working Days of receiving notice specifying the breach and requiring it to be remedied; or
(b) by either Party immediately on giving written notice if the other ceases trading, or threatens to cease trading, or becomes apparently insolvent or has a trustee in sequestration appointed, combines with its creditors, or has a liquidator, receiver or administrator appointed over all or any of its assets other than for the purposes of a solvent amalgamation or reconstruction or undergoes any analogous act or proceeding under foreign law; or
(c) by the Provider with immediate effect on giving written notice to the Intermediary if there is a change of control (as defined in Section 574 of the Capital Allowances Act 2001) of the Intermediary to which the Provider reasonably objects; or
(d) by the Provider where either party to the Terms of Business has served notice to the other to terminate the Terms of Business; or
(e) by either Party on giving the other fourteen (14) days' written notice; or
(f) by the Provider with immediate effect in the event that the Intermediary uses any Data of the Provider in breach of this Agreement, or carries out any act or conducts itself in a manner which brings the Provider's name into disrepute or is otherwise detrimental to the reputation of, and goodwill in, the Provider's name.
19.2 The Provider will be entitled to withdraw any of the services provided under this Agreement at any time without prior notice to the Intermediary.
19.3 For the purposes of this Clause 19, a breach shall be capable of remedy if the other Party can comply with the provisions in question in all respects other than as to the time for performance.
19.4 Where the Intermediary is an Appointed Representative, the Provider will be entitled to terminate this Agreement with immediate effect on being notified that the Intermediary has ceased to be an Appointed Representative of the Authorised Firm.
20. Consequences of Termination
20.1 On termination of this Agreement, for whatever reason, the access rights of all Users to the Site and the Services will be withdrawn immediately.
20.2 Any termination of this Agreement, for whatever reason, shall be without prejudice to any other rights or remedies of either Party under this Agreement or at law and will not affect any accrued rights or liabilities of a Party at the date of termination, nor shall termination affect any rights or obligations of the Parties which are to be observed or performed after such termination including without limitation those warranties as set out in this Agreement.
20.3 Within ten (10) Working Days after the date of termination of this Agreement each Party will delete all copies of all software, materials or information, other than Data, belonging to the other Party except as otherwise permitted or required by this Agreement or Terms of Business, or to the extent that the Party is required to keep the information for the purposes of complying with any legislation including, without limitation, money laundering legislation and FSMA.
21. Audit and Audit Trail
21.1 During the term of this Agreement and for a period of twelve (12) months after the date of termination of this Agreement, the Intermediary will maintain accurate and up-to-date records, documentation and other similar materials, whether financial or otherwise, relating to this Agreement.
21.2 At the request of the Provider, the Intermediary shall promptly make available to the Provider, its internal and external auditors, representatives of the FCA or any third party appointed by the Provider (but no more than twice in any period of twelve (12) months for anyone other than representatives of the FCA), all information required by the Provider, such auditors or representatives relating to the Services at all reasonable times, and shall permit the Provider, such auditors or representatives, or any appointed third party, to inspect, review, verify and take copies of any associated records and documentation in the control or possession of the Intermediary.
21.3 The Intermediary agrees to provide such access to the Intermediary's premises and afford all reasonable assistance in good faith as may reasonably be required for the purposes of the inspection, review and verification under Clause 21.2.
21.4 The Provider shall ensure that any inspection or review under this Clause 21 which is undertaken on its instructions be undertaken, as far as reasonably possible, so as to minimise disruption to the Intermediary’s business, both generally and in relation to the provision of the Services.
21.5 Any inspection or review under this Clause 21 is for the sole benefit of the Provider and will not constitute a waiver or exclusion of any obligation on the Intermediary or of the Provider's rights and remedies under this Agreement.
21.6 The Intermediary's costs of any inspection or review under this Clause 21 shall be paid by the Intermediary. The Intermediary shall additionally bear the reasonable costs of the Provider of any inspection or review under this Clause 21 if the inspection or review finds any material errors or non-compliance on the part of the Intermediary, either with any statutory or regulatory requirements or with the terms of this Agreement. Except as provided in this Clause 21.6, the Provider's costs of any inspection or review shall be paid by the Provider.
21.7 Each Party acknowledges that it is advisable to retain its respective part of the Audit Trail for a minimum period of six (6) months. The Parties may produce and rely on any part of the Audit Trail and any [Data Input or Data Display] in its control to facilitate the resolution of any dispute which arises between the Parties out of or in connection with this Agreement. The Parties undertake to keep confidential any disclosed Audit Trail of the other Party and the Intellectual Property Rights in any part of the Audit Trail shall remain with the Party from which it originated.
22. Force Majeure
22.1 Notwithstanding anything else contained in this Agreement, neither Party shall be liable for any delay in or failure to perform its obligations under this Agreement (other than for payment of money) if such delay or failure is caused by an event of Force Majeure, provided that the Party promptly notifies the other Party in writing of the reasons for the delay or failure of the performance of its obligations.
22.2 If any such delay or failure referred to in Clause 19.1 continues for more than eight (8) weeks, either Party may terminate this Agreement immediately on giving notice in writing to the other Party, in which event neither Party shall be liable to the other by reason of such termination. Except for delays caused by the acts or omissions of the Party (in which event the rights and liabilities of the Parties shall be those conferred and imposed by the other terms of this Agreement and by law) any cost arising from such delay shall be borne by the Party incurring the same.
23.1 The Provider reserves the right to vary the terms and conditions of any part of this Agreement by giving the Intermediary notice in writing. Any variation will take effect on the expiry of 30 days of notice being given to the Intermediary ("Variation Notice Period"). If the Intermediary does not agree to the variation, it will be entitled to terminate this Agreement immediately on giving the Provider notice in writing, provided that such termination notice is received by the Provider prior to the expiry of the Variation Notice Period. The Intermediary's continued use of the Services beyond the expiry date will be confirmation of acceptance of this Agreement as varied.
23.2 For the purposes of Clause 23.1, notice may be given to the Intermediary by posting the variation to the Site.
23.3 The Provider may give less than 30 days' notice of a variation where in the Provider’s reasonable opinion the variation is necessary to comply with legislative or regulatory requirements.
24.1 Subject to Clause 24.2 below, neither the Provider nor the Intermediary is entitled to assign any of its rights and obligations arising under this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld or delayed.
24.2 The Provider shall be entitled to freely assign the entire benefit of this Agreement as a whole to any other Group Company. The Provider may assign its rights under this Agreement (subject to the assumption by the assignee of all of the Provider's obligations) without the prior written consent of the Intermediary to any company or other organisation to which the Provider has transferred all or substantially all of its assets pursuant to its demutualisation under Part VII of FSMA or otherwise. The Intermediary undertakes to execute such documents necessary to effect any assignation referred to in this Clause 24.2.
Relationship of the Parties
24.3 Nothing in this Agreement shall create, or be deemed to create a partnership or joint venture or relationship of employee and employer or principal and agent between the Parties. Neither Party is agent for the other, and neither Party has any authority to make any contract, whether expressly or by implication, in the name of the other Party, without that Party's prior written consent.
24.4 Any failure to exercise or any delay in exercising a right or remedy provided by this Agreement or at law shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. A waiver of a breach of any of the terms of this Agreement shall not constitute a waiver of a subsequent breach of that term nor of any other breach and shall not affect the other terms of this Agreement.
Rights of Third Parties
24.5 Except as provided in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
24.6 If at any time a provision of this Agreement is held by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not prejudice the remaining provisions of this Agreement which shall remain in full force and effect. If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid.
24.7 This Agreement, together with the documents referred to in it, sets out the entire agreement and understanding between the Parties in connection with the provision of the Services, and supersedes all previous agreements, negotiations, representations and undertakings between the Parties relating to the provision of the Services.
24.8 Each of the Parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy under this Agreement in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a warranty. The only remedy available to it under this Agreement for breach of the warranties shall be for breach of contract under the terms of this Agreement.
24.9 Nothing in this Clause 24.9 shall be construed as excluding or intending to exclude the liability of either party for fraudulent misrepresentation.
24.10 All notices to be given under this Agreement shall be in writing. Any notice shall be deemed to have been received: if delivered personally, at the time of delivery; if sent by post, on the expiry of forty eight (48) hours after posting and if sent by email or posted on the Site on the same Working Day if sent or posted before 5pm.
24.11 Notices given to the Provider may be given personally, by post or by email. Notices given personally or by post to the Provider shall be delivered to Zurich Intermediary Group, P O Box 750, Swindon, SN38 1FA or such other address as may be notified from time to time. Notices given by email to the Provider shall be sent to email@example.com
24.12 Notices given to the Intermediary and its Users shall, unless otherwise provided for in terms of this Agreement, be delivered by email to the email address provided on the registration form as part of the Provider Registration.
Law and jurisdiction
24.13 This Agreement is entered into in consideration of the mutual obligations assumed by the Parties under the terms of this Agreement.
24.14 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and be and the Parties hereby submit to the non-exclusive jurisdiction of English courts.
View the Schedule of Definitions referred to in the Agreement between Zurich Intermediary Group Limited and the Intermediary
Copyright (c) Zurich Intermediary Group 2006