- Advicefront's primary business is the provision of certain white-labelled services (the " Services") to assist independent financial advisors onboard and engage with their customers.
- This Agreement describes the parties' rights and responsibilities in respect of the Services.
- The Services are provided by Advicefront Ltd, a company incorporated and registered in England and Wales with company number 09442807 whose registered office is at 9/10 The Crescent, Wisbech, Cambs, United Kingdom, PE13 1EH.
The IFA Company acknowledges that Advicefront is not regulated by the Financial Conduct Authority (the "
FCA") and that neither Advicefront nor the Services (including the Platform) will communicate financial
promotions, provide investment advice to the IFA Company or its actual or potential customers ("
Customers") or arrange deals for the IFA Company or its Customers. The IFA Company acknowledges that:
- the Services are merely provided as a resource for use by it in its business;
- as between itself and Advicefront, the IFA Company has sole responsibility for the content of communications with Customers, its delivery of its financial promotions, and its advisory or dealing services in compliance with the terms of its regulatory licence and all regulatory or legal requirements.
- Advicefront gives no representation or warranty that the Platform will deliver outcomes that are compliant with the regulatory or legal requirements applicable to the IFA Company or its services and the IFA Company is responsible for assessing and determining the Services' role in supporting the IFA Company provide compliant outcomes to its Customers. The IFA Company further agrees that by using the Services it is not delegating its regulatory duties to Advicefront.
- The IFA Company warrants that it has the right, power, and ability to enter into and perform its obligations under this Agreement and that its use of the Services will comply with this Agreement.
Description of the Services
The Services shall be comprised of the following:
- supporting and hosting (including hosting set-up) a white-labelled on-boarding platform (the " Platform ") to the IFA Company;
- making automated software and application-based tools available to enable the IFA Company to request and capture Customer data relating to the IFA Company's know-your-client obligations and assessment of suitability;
- accommodating the IFA Company's risk and asset allocation model and enabling automated assignment of assessed Customers to model portfolios, as approved and established by the IFA Company; and
- ongoing support of Customer account and performance data.
- The IFA Company may make reasonable commercial requests to Advicefront to adapt the Services to meet the IFA Company's commercial or compliance needs and Advicefront will use reasonable commercial endeavours to make the requested changes without additional costs and any such changes shall be at the IFA Company's risk. To the extent that Advicefront, in its sole discretion, considers that it will need to charge the IFA Company to make those changes, Advicefront shall notify the IFA Company in advance.
- The Services do not comprise the receipt or transmission of orders and the IFA Company shall arrange for the execution of investments for its Customers and the IFA Company shall be solely responsible for the determination of assets within its model portfolios.
- The IFA Company acknowledges and agrees that Advicefront shall not, unless as expressly contemplated by this Agreement with respect to the use and/or ownership of data, have a relationship with Customers with regard to their receipt of investment services and the IFA Company shall not name or refer to Advicefront as having any such relationship.
The IFA Company shall not:
- except as expressly permitted by this Agreement, permit any third party to access or use the Services or use the same on behalf of any third party;
- attempt to gain access to the source code for the Services or reverse engineer, modify or decompile any software incorporated in the Services (except to the extent permitted by law); or
- use the Services to upload, post or publish any content that infringes any intellectual property rights or data protection rights of any other person or any content which is obscene, discriminatory, knowingly false or defamatory.
- The IFA Company shall be solely responsible for managing and resolving any Customer complaints in relation to the Services and Advicefront shall refer any Customer complaints it receives to the IFA Company. If the IFA Company notifies Advicefront of any complaint, Advicefront shall use its reasonable commercial endeavours to assist the IFA Company to resolve that complaint.
- The IFA agrees that the Platform will at all times display the message "powered by Advicefront" in a non-discreet location on each webpage.
General provisions regarding the Services
- The Services shall be comprised of the following:
The Template Terms
- Advicefront may provide the IFA Company with a template set of terms and conditions (the " Template Terms") that the IFA Company may require Customers to agree to when they first land on the Platform.
- The Template Terms are not tailored to suit the IFA Company's requirements and the IFA Company agrees that it accepts them on an "as is" basis. The IFA Company understands that, by providing it with the Template Terms, Advicefront is not assuming any responsibility towards the IFA Company or the Customers.
- The IFA Company acknowledges and agrees that Advicefront and/or its licensors own all intellectual property rights in the Services, including the Platform. Except as expressly stated in this Agreement, this Agreement does not grant the IFA Company any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other intellectual property rights or licences in respect of the Services.
- Advicefront warrants that it has all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
- Advicefront shall indemnify the IFA Company against all losses suffered or incurred by IFA Company as a result of any claim by a third party that the access and use, in accordance with this Agreement, by IFA Company of the Platform infringes the intellectual property rights of any third party.
The indemnity in clause 4.3 shall be conditional on the IFA Company:
- notifying Advicefront as soon as the IFA Company becomes aware of a claim and giving Advicefront as much information as the IFA Company can in relation to it;
- not making any admissions in relation to the claim without obtaining Advicefront's permission first; and
- if Advicefront asks the IFA Company to do so, allowing Advicefront to assume conduct of the claim on the IFA Company's behalf.
- The IFA Company may not refer to Advicefront's name or the Services or use Advicefront's branding in any financial promotions or marketing communications, whether written or oral, without Advicefront's prior consent.
In this clause 5:
- " Data Protection Legislation " means all applicable data protection legislation for the time being in force in the United Kingdom or any part of it (including the Data Protection Act 1998 (as may be superseded by the General Data Protection Regulation (Regulation 2016/679) (" GDPR ")) and national legislation implementing or supplementing it in the United Kingdom and any applicable member state of the European Union; and
- the terms "personal data", "process" and "processor" shall have the meanings given in the applicable Data Protection Legislation.
Each party shall:
- at all times during the term of this Agreement, comply with the Data Protection Legislation; and
- to the extent applicable under the Data Protection Legislation, obtain and maintain all appropriate registrations required in order to allow that party to perform its obligations under this Agreement.
The parties acknowledge that the types of personal data processed pursuant to this Agreement (including the subject
matter, duration, nature and purpose of the processing and the categories of data subject) are as described in
this clause 5.3:
- The subject matter of the processing is personal details (title, first name, last name), position, contact information, employer, ID data, nationality, goods and services provided, financial information (bank or credit/debit card details);
- The duration of the processing is until the earliest of termination of this Agreement in accordance with its terms or the date upon which processing is no longer necessary for the purposes of either party performing its respective obligations under this Agreement (to the extent applicable);
- The nature of the processing is collection, storage, duplication, electronic viewing, deletion and destruction;
- The purpose of the processing is administration, provision of the Services, support and management of customer business operations; and
- The categories of data subjects are Customers, officers, employees and temporary staff of the IFA Company and complainants, correspondents, enquirers, suppliers, advisers, consultants and professional experts.
In relation to all personal data provided or made available to Advicefront by or on behalf of the IFA Company, Advicefront:
- acknowledges that, as between the parties, it acts only as a processor;
- shall only process such personal data in accordance with this Agreement and the IFA Company's lawful instructions issued from time to time (including any instruction to rectify, delete, block, destroy or return any such personal data);
- shall promptly inform the IFA Company if, in Advicefront's opinion, any instructions given to it by the IFA Company in relation to the processing of such personal data under this Agreement infringe any Data Protection Legislation;
- shall implement and operate, and shall procure that any permitted sub-processor implements and operates, appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by any processing of such personal data, in particular protection from accidental loss or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed by Advicefront pursuant to this Agreement;
- shall not, without the IFA Company's prior written consent, transfer any personal data to a country or territory outside the European Economic Area unless adequate contractual or other assurances have first been put in place such as will enable each party to comply with the requirements of the Data Protection Legislation;
- shall as soon as reasonably practicable following, and in any event within ninety (90) days of, termination or expiry of this Agreement or completion of the Services, delete or return to the IFA Company (at the IFA Company's direction) all personal data (including copies thereof) processed pursuant to this Agreement;
shall provide reasonable cooperation and assistance to the IFA Company in ensuring compliance with:
- the IFA Company's obligations to respond to any complaint or request form any applicable data protection authority or data subjects seeking to exercise their rights under any Data Protection Legislation as they relate to this Agreement;
the IFA Company's obligations set out under Articles 32 – 36 of the GDPR to:
- ensure the security of the processing;
- notify the relevant supervisory authority and any data subjects, where relevant, of any personal data breach;
- carry out any data protection impact assessments (" DPIA ") on the impact of the processing on the protection of personal data; and
- consult the relevant supervisory authority prior to any processing where a DPIA indicates that the processing would result in a high risk in the absence of measures taken by the IFA Company to mitigate the risk; and
- shall make available to the IFA Company all information reasonably required by the IFA Company to demonstrate Advicefront's compliance with its obligations set out in this clause 5.
- The IFA Company grants a general authorisation to Advicefront to appoint third party data centre operators, outsourced support providers and other providers as sub-processors to support the performance of the Services. Advicefront shall provide details of its sub-processors on request, and shall notify the IFA Company of any intended changes to such sub-processors. The IFA Company shall be entitled to object to such change.
- Advicefront shall ensure that any sub-processor it engages to provide an aspect of the Services on its behalf in connection with this Agreement does so only on the basis of a written contract which imposes on such sub-processor the same terms as those imposed on Advicefront in this Agreement (the " Relevant Terms "). Advicefront shall procure the performance by such sub-processor of the Relevant Terms and shall be liable to the IFA Company for any breach by such person of any of the Relevant Terms.
The IFA Company may exercise its right of audit under the Data Protection Legislation, through Advicefront providing:
- an audit report not older than 18 months by a registered and independent external auditor demonstrating that Advicefront's technical and organizational measures are sufficient and in accordance with an accepted industry audit standard such as ISO 27001; and
- additional information in Advicefront's possession or control to an applicable data protection regulatory body when it requests or requires additional information in relation to the data processing activities carried out by Advicefront under this Agreement.
- In this clause 5:
Subject to clause 6.2, Advicefront will allow the IFA Company and any auditors of the IFA Company to access personnel
and relevant records and any premises that are under the control of Advicefront:
- on reasonable written notice, in order to fulfil any legally enforceable request by the FCA or any applicable data protection regulatory body; or
- no less than 14 Business Days' (as defined below) after giving notice in writing, to undertake verification that the Services are being provided and all obligations of Advicefront are being performed in accordance with this Agreement.
Clause 6.1 only applies if the IFA Company:
- requires this audit to comply with any obligations imposed on it by the FCA's rules or any relevant regulatory guidance; and
- in respect of clause 6.1(b), does not conduct an audit more frequently than reasonably necessary.
- Unless otherwise required by applicable law or regulation, the IFA Company undertakes to keep all information disclosed in any audit confidential in accordance with clause 12.1, and secure.
- The IFA Company shall use its reasonable endeavours to ensure that the conduct of an audit does not unreasonably disrupt Advicefront or delay the provision of the Services by Advicefront and, where possible, it shall coordinate the conduct of any individual audits that it may require from time to time to minimise any disruption.
- Subject to confidentiality provisions of this Agreement, Advicefront shall provide IFA Company (and its auditors and other advisers) with all reasonable co-operation, access and assistance in relation to each audit.
- The IFA Company shall bear all costs and expenses incurred in respect of compliance with its obligations under clause 6, unless the audit identifies a material default in Advicefront's compliance with its obligations under this Agreement.
" Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
- Subject to clause 6.2, Advicefront will allow the IFA Company and any auditors of the IFA Company to access personnel and relevant records and any premises that are under the control of Advicefront:
- The fees (" Fees") for the provision of the Services are set out in the fee schedule https://advicefront.com/pricing. Any Fees payable under this Agreement are exclusive of any applicable value added tax chargeable under the Value Added Tax Act 1994, which must, in all cases, be paid by the IFA Company in addition.
- The Fees will be payable monthly in arrears.
No later than the third Business Day after the end of each calendar month, the IFA Company will provide Advicefront
with: (i) a statement (a "
") of the Fees payable for the previous calendar month; and (ii) on an open book basis, all relevant data supporting
the calculation of the Fees set out in the Statement. Advicefront will either:
- approve the Statement and issue an invoice to the IFA Company based on the Statement; or
- not approve the Statement and request reasonable further information on the IFA Company's calculation of the Fees, which the IFA Company will provide within three Business Days of receiving the request.
- If, following the provision of the information under clause 7.3(b), Advicefront disagrees with the IFA Company's calculation of the Fees as set out in the Statement, then Advicefront may notify the IFA Company of its proposed correction to the Fees. Provided that Advicefront provides reasonable evidence to support its proposal, the IFA Company will adjust the Statement accordingly. Advicefront will then issue an invoice based on the adjusted Statement.
- Advicefront may at any time perform an audit of the IFA Company's books and records for the purposes of confirming the IFA Company's calculation of the Fees. Each party will bear its own costs of an audit under this clause 7.5, except where an audit reveals a material inaccuracy in the IFA Company's calculation of the Fees, in which case the IFA Company will bear all costs.
- The IFA Company will pay the Fees no later than the date falling 30 calendar days following the date of issue of an invoice from Advicefront to the IFA Company.
Warranty and Disclaimer
- Advicefront warrants that the Services shall be provided with reasonable care and skill. Except as expressly set out in this Agreement and subject only to clause 9.1, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to Services or to anything supplied or provided by Advicefront under this Agreement.
- Advicefront does not make any representation or give any warranty or guarantee that the Services will be uninterrupted or available at any particular time, or be free of viruses or other harmful components, or be error- or defect-free, or that any errors or defects will be corrected, or that security measures implemented in relation to the Services cannot be defeated by any unauthorised third party, all of which are, subject to clause 9.1, expressly disclaimed.
- To use the Platform, Customers must enter an email address and password. Advicefront expressly disclaims any responsibility or liability for the security of any password selected by a Customer and does not make any representation or guarantee that the password will not be defeated by any unauthorised third party.
- Advicefront does not make any representation or give any guarantee as to the accuracy of any Customer data or financial information, including portfolio valuations, which can be, or has previously been, accessed or viewed on the Platform.
- No party's liability: (i) for death or personal injury caused by its negligence; (ii) for fraudulent misrepresentation or for any other fraudulent act or omission; (iii) for breach of any statutorily-implied term as to title to goods supplied; (iv) to pay sums properly due and owing to the other in the normal course of performance of this Agreement; or (v) for any other liability which may not lawfully be excluded or limited, is excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.
- Subject to clause 9.1, Advicefront shall be not liable (whether from breach of contract, tort (including negligence), breach of statutory duty, or otherwise) for any: (i) loss of profit; (ii) loss of sales, turnover, revenue or business; (iii) loss of customers or contracts; (iv) loss of or damage to reputation or goodwill; (v) loss of opportunity; (vi) loss of anticipated savings; (vii) loss of any software or data; (viii) loss of use of hardware, software or data; (ix) loss or waste of management or other staff time; (x) breach or alleged breach by the IFA Company of applicable law or regulation; (xi) Customer complaints; (xii) cost of any regulatory investigations, supervision, enforcement or fines; or (xiii) indirect, consequential or special loss, that arises out of or relates to this Agreement, whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility (and, for the purposes of this clause 9.2, the term "loss" includes a partial loss or reduction in value as well as a complete or total loss). The IFA Company acknowledges that, except as expressly and specifically provided in this Agreement, the Platform is provided to the IFA Company on an "as is" basis.
- Subject to clause 9.1, Advicefront's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Fees paid for by the IFA Company during the six months immediately preceding the date on which the claim arose.
- Advicefront will maintain fully in force a disaster recovery and business continuity plan (the " Plan "). Advicefront shall test the effectiveness of the Plan on an annual basis during the term of this Agreement. The IFA Company may request, and Advicefront will provide, a copy of the Plan at any time during the term of this Agreement.
Term and termination
- This Agreement will come into effect on the date on which it is accepted by the IFA Company, as indicated below.
- This Agreement will, unless terminated earlier under this clause 11, continue for six months (the " Initial Term "). This Agreement shall be automatically renewed for successive periods of six months (each a " Renewal Period "), unless either party terminates the Agreement in accordance with clauses 11.3 or 11.4.
Either party may, by giving notice in writing:
- during the Initial Term, terminate this Agreement for any reason with immediate effect; or
- during the first Renewal Period after the expiry of the Initial Term, terminate this Agreement on 15 calendar days' notice. The notice period for termination applicable to each Renewal Period shall increase by increments of 15 calendar days on the first calendar day of each successive Renewal Period, up to a maximum of 90 calendar days.
- During a Renewal Period, and within 14 calendar days of the occurrence in respect of one party of an Event of Default (as defined below), the other party (the " Aggrieved Party"), may terminate this Agreement immediately by written notice to the defaulting party (the " Defaulting Party").
Event of Default" means any of the events set out below:
- The Defaulting Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
- The Aggrieved Party commits a material breach of any other term of this Agreement, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
- the Defaulting Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
On termination of this Agreement for any reason:
- all licences granted under this Agreement shall immediately terminate;
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
- Advicefront shall on request co-operate with the IFA Company to facilitate the sharing of any Customer data and any IFA Company data with any replacement service provider for a period of three months following termination, provided always that the Fees paid by the IFA Company to Advicefront prior to termination continue to accrue and be payable to Advicefront during such handover period.
- In the event of Advicefront's insolvency, Advicefront may make available the software and application-based tools (but not the source code) used to provide the services set out in clauses 2.1(a) to 2.1(c) to a third party selected by the IFA Company to enable that third party to continue to provide those services to the IFA Company.
- For 12 months after this Agreement is terminated, the IFA Company shall not directly or indirectly solicit for employment or employ or engage or otherwise facilitate the employment or engagement of anyone employed or engaged by Advicefront and with whom the IFA Company dealt with in the 12 months before the termination of this Agreement, whether or not such person would be in breach of contract as a result of such employment or engagement.
- Neither party shall be in breach of this Agreement nor be liable for any delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this agreement by giving five Business Days' written notice to the affected party.
Confidentiality. Advicefront and the IFA Company undertake that it shall not at any time disclose to any person
any confidential information concerning the business, affairs, customers, clients or suppliers of the other party,
except as permitted by Clause 12.1(a).
Each party may disclose the other party's confidential information:
- to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12.1; and
- as may be required by any applicable law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither Advicefront nor the IFA Company shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
- Each party may disclose the other party's confidential information:
- Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
- Entire agreement. This Agreement constitutes the entire agreement between Advicefront and the IFA Company and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
- Waiver. Advicefront's failure to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of any such right or prevent Advicefront from exercising or enforcing this Agreement at any time.
- Assignment. The IFA Company agrees that it may not transfer any of its rights or obligations under this Agreement without Advicefront's prior written consent. Advicefront reserves the right to transfer its rights and/or obligations under this Agreement by notifying the IFA Company in writing. The IFA Company consents to any such transfer, provided that the transfer of any obligations does not impair its right to be provided with the Services in accordance with this Agreement.
- No third party rights. This Agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
- No partnership. This Agreement is not intended to and does not operate to create a partnership between the parties, or to authorise any party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other party.
- Severance. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
- Surviving provisions. For the avoidance of doubt, the obligations in clauses 1.3, 2.5, 2.6, 3.2, 4.1, 4.2, 4.5, 5, 7, 8.4, 9, 11.6 - 11.8, 12, and the fee schedule, and any other clauses that are necessary for their interpretation or reasonably needed to survive, shall continue after and notwithstanding termination of this Agreement.
- Confidentiality. Advicefront and the IFA Company undertake that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 12.1(a).