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Subscriber Agreement

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					Subscriber Agreement
                                                       3.    Charges
1.       Interpretation
                                                       3.1   The Subscriber shall pay the Charges by
In the terms and conditions of this Agreement:               way of direct debit or in such a manner as
                                                             the Service Provider may from time to
“The Service Provider” means AdviserPlus Limited,            time determine to the Service Provider
having its place of business at 8 Lower Fitzwilliam          and the Subscriber agrees to execute a
Street, Dublin 2 which expression shall include its          direct debit mandate in favour of the
successors and assigns.                                      Service     Provider     prior    to    the
                                                             Commencement Date. The Charges paid
“The Subscriber” means the company or person                 by direct debit shall be inclusive of VAT,
subscribing to this Agreement by paying the                  where applicable. The Charges shall be
Charges and which expression shall include, where            payable in accordance with the Service
appropriate, its successors and permitted assigns.           Provider’s current charge rates as notified
                                                             to the Subscriber.
“Charges” mean the charges and other costs and
expenses payable by the Subscriber pursuant to         3.2   In the event of the Subscriber failing to
the terms of this Agreement and more particularly,           make any payment of the Charges in
clause 3.1.                                                  accordance with clause 3.1, the Service
                                                             Provider may immediately terminate this
“Commencement Date” means the date when the                  agreement and cease providing the
Service Provider begins to provide the Subscriber            Services without notice to the Subscriber.
with access to the Services.
                                                       3.3   The Charges payable under the terms of
“Content” means the information and data made                this Agreement are related to the Services
available by the Service Provider to the Subscriber          which the Service Provider supplies to the
as part of or through the provision of the Services          Subscriber in accordance with clause 4
which may include third party content. “Content”             and the Charges may vary from
excludes any client information which the                    Subscriber to Subscriber depending on
Subscriber has stored in the Subscriber’s CRM.               the Services of which they choose to
                                                             avail.
“Parties” mean the parties to this Agreement or
alternatively, a party to the Agreement
                                                       3.4   A Subscriber paying by monthly direct
“Services” means the Services made available by              debit may cancel its subscription by giving
the Service Provider to the Subscriber by electronic         AdviserPlus one month’s notice in writing.
means in accordance with the terms of this                   Charges are not refundable to a
Agreement and which shall be made available for              Subscriber who has paid for the Services
the sole purpose of the Subscriber’s business.               in advance.

“Subscriber’s CRM” means the online Customer           4.    Services
Relationship Management system (CRM) which
may be provided to the Subscriber as part of the       4.1   The Service Provider shall be free to vary
Services and which the Subscriber may use to                 the Services from time to time and to add
store and manage the information about the                   or remove services.
Subscriber’s clients and prospective clients.
                                                       4.2   The Subscriber may choose to avail of
“Product Provider” means any institution which               some or all of the Services and the
acts as a financial product producer (and which              Charges which the Subscriber will pay for
therefore will hold information about any products           the Services may vary accordingly in
or policies which the Subscriber has placed with             accordance with the then current Charges
that Product Provider on behalf of the Subscriber’s          of the Service Provider.
clients.)
                                                       5.    Rights   and     Obligations     of    the
2.      Grant of Licence                                     Subscriber

In consideration of the payment of Charges by the      5.1   The Subscriber shall be entitled to display
Subscriber to the Service Provider and subject to            the Content on and download the Content
the terms and conditions of this Agreement, the              onto the Subscriber’s computer equipment
Service Provider agrees to grant to the Subscriber           and to make copies of the Content in hard
in accordance with the terms of this Agreement a             copy form for the purposes of its
non-exclusive and non-transferable licence to avail          business.
of the Services only for the purposes of carrying on
its business.                                          5.2   The Subscriber shall not without the prior
                                                             written consent of the Service Provider
       use, store, download, sell, redistribute or    6.     Warranty
       deal with the Content for any other
       purpose other than for the purposes of its     6.1    The Service Provider undertakes to use its
       business.                                             reasonable endeavours to ensure the
                                                             provision of the Services and to correct
5.3    The Subscriber shall not be permitted to              defects in the provision of the Services as
       disclose the Content to any third party               soon    as   possible    but   makes     no
       unless such disclosure is part of its                 representation or warranty express or
       business.                                             implied that the provision of the Services
                                                             will   be   without    defect,   delay   or
5.4    The Subscriber shall not and shall ensure             interruption and expressly excludes any
       that no other person shall make any                   warranty in respect thereof.
       additions, modifications, adjustments or
       alterations to the Content while they form     6.2    The     Service  Provider    makes     no
       part of the Services.                                 representation or warranty express or
                                                             implied regarding the availability of any
5.5    The Subscriber shall not tamper, attempt              particular Content or data to the
       to rectify or permit any persons other                Subscriber or as to the accuracy or
       than the Service Provider to rectify any              completeness of the Content.
       fault or inaccuracy in the Content while
       they form part of the Services and the         6.3    Subject to clause 6.1, the Service
       Subscriber agrees to immediately notify               Provider    makes     no    warranty     or
       the Service Provider of any fault or                  warranties, express or implied, in relation
       inaccuracy in the Content.                            to the Services and/or the Content.

5.6    The       Subscriber     confirms       and    6.3    All terms, warranties, representations and
       acknowledges that any editorial input and             conditions whether made orally or implied
       control in relation to the Content lies               by circumstances, custom, contract,
       solely with the Service Provider. The                 equity, statute or common law are hereby
       Subscriber shall use its best endeavours              excluded. Without prejudice to the
       to ensure the protection of the integrity of          generality of the foregoing all terms
       the Content supplied by the Service                   implied by Sections 13, 14 and 15 of the
       Provider.                                             Sale of Goods Act 1893 are hereby
                                                             excluded to the extent that such is fair
5.7    Notwithstanding        the       termination          and reasonable. All terms implied by the
       provisions in clause 9, the Service                   Sale of Goods and Supply of Service Act,
       Provider may immediately terminate this               1980 are hereby excluded including,
       Agreement by notice to the Subscriber in              without prejudice to the foregoing,
       the event of the Subscriber breaching any             Section 39 of the Sale of Goods and
       of its obligations under this clause 5.               Supply of Services Act 1980. For the
                                                             avoidance of doubt, the Subscriber
                                                             confirms    that   it  enters into     this
5.8    The Subscriber agrees to disconnect its
                                                             Agreement in the course of its business
       computer equipment or any part or parts
                                                             and not as a consumer for the purposes of
       thereof from accessing and using the
                                                             or within the meaning of the Sale of
       Services where requested to do so by the
                                                             Goods and Supply of Services Act 1893
       Service Provider where in the opinion of
                                                             and 1980.
       the Service Provider, such equipment is or
       has been the cause or is likely to be the
       cause of failures, interruptions, errors or    7.     Limitation of Liability and Indemnity
       defects in the Services or the Content.
                                                      7.1   The Subscriber shall indemnify the Service
5.9    The Subscriber shall be solely responsible           Provider in full and hold the Service
       for using any information obtained                   Provider harmless in respect of any loss,
       through the Services or from the Content             damages, proceedings, suits, third party
       in a manner which complies will all                  claims, judgements, awards, expenses and
       regulatory and legal requirements in the             costs (including legal costs) incurred by or
       State and outside of the State.                      taken against the Service Provider as a
                                                            result of the negligence, fault, error,
                                                            omission, act or breach of the Subscriber or
5.10   The Subscriber agrees to comply with any             of its employees, staff, contractors, agents
       guidelines which the Service Provider may            or representatives and for any breach of
       issue from time to time in relation to               this Agreement or of any legal or regulatory
       security, usage of the Services, viruses             requirement whatsoever.
       and the Content.
                                                      7.2   Notwithstanding the provisions of clause 7.1
                                                            neither party shall be liable to the other for
                                                            any special, incidental, indirect, punitive or

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      consequential loss or damages, whether                      documentation; or (iv) which is required to
      occasioned by the negligence, fault, error,                 be disclosed by law.
      omission, act or breach of the other party,
      its employees and contractors and sub-                8.2   The Parties will procure and ensure that
      contractors and which shall include, without                each of its employees, agents, servants,
      limitation, loss of business, revenue or                    sub-contractors and advisers will comply
      profits, loss of use or data, loss of savings               with the provisions contained in this clause.
      or anticipated savings, loss of investments,
      loss of goodwill or reputation, capital costs         8.3   If either Party becomes aware of any
      or loss of extra administrative cost whether                breach of confidence by any of its
      or not foreseeable, arising out of or in                    employees,      officers,   representatives,
      connection with this Agreement, whether in                  servants, agents or sub-contractors it shall
      an action based on contract, equity or tort                 promptly notify the other party and give the
      including negligence or other legal theory.                 other party all reasonable assistance in
7.3   Notwithstanding any other provision of this                 connection with any proceedings which the
      Agreement, the aggregate liability of the                   other party may institute against any such
      Service Provider for or in respect of all                   person.
      breaches of its contractual obligations under
      this Agreement or breaches of any legal or            8.4   This clause shall survive the termination of
      regulatory    requirements    and     for  all              this Agreement.
      representations, statements and tortious
      acts or omissions (including negligence but
      excluding negligence causing loss of life or          9.     Data
      personal injury) arising under or in
      connection with this Agreement shall in no            9.1   The Service Provider is regulated under the
      event exceed the annual Charges paid by                     Data Protection Acts 1988 and 2003 as a
      the Subscriber to the Service Provider                      registered Data Processor.
      pursuant to this Agreement for the year in
      which the event giving rise to such liability         9.2   Data held within the Subscriber’s CRM
      occurred.                                                   remains the property of the Subscriber. In
                                                                  the event of the termination of this
7.4   All provisions of this Agreement which limit                agreement for any reason, the data will be
      or exclude the Service Provider's liability in              returned to the Subscriber in an accessible
      respect of Content (including but not limited               electronic or paper format if so requested.
      to clauses 6 and 7) shall also apply to so                  The data will then be permanently removed
      limit and exclude the liability of any third                from the Service Provider’s servers.
      party supplier of such Content.
                                                            9.3   Where the Subscriber requests the Service
                                                                  Provider to download the Subscriber’s client
8.    Confidential Information and Security
                                                                  and policy information from a Product
                                                                  Provider on the Subscriber’s behalf for use
8.1   During and after this Agreement, the                        in the Subscriber’s CRM:
      Parties will keep in confidence and use only
      for the purposes of this Agreement all                       9.3.1    The Subscriber will give the
      Confidential        Information.      Confidential                    Service     Provider       written
      Information means information belonging or                            permission to access the client
      relating to the parties, their business or                            and policy information on their
      affairs,    including       without     limitation,                   behalf and will furnish the
      information         relating      to     research,                    Service   Provider     with    the
      development, Charges, Services, processes,                            necessary details as required by
      data, diagrams, graphs, trade secrets,                                each Product Provider.
      business      plans,      customers,      finances,
      personnel data, and other material or                        9.3.2    Any data downloaded by the
      information considered confidential and                               Service Provider on behalf of a
      proprietary by the Parties or which either                            Subscriber   from    a    Product
      Party is otherwise informed is confidential                           Provider   may    replace    data
      or might or ought reasonably expect that                              previously downloaded on behalf
      the other party would regard as confidential                          of that Subscriber from that
      or    which      is    marked       "Confidential".                   Product Provider.
      Confidential Information does not include
      any information (i) which one party knew                     9.3.3    The Service Provider and the
      before the other Party disclosed it to that                           Product     Provider  take   no
      party; (ii) which has become publicly known                           responsibility for incorrect or
      through no wrongful act of either party, or                           inaccurate data or gaps in data
      either parties’ employees or agents; or (iii)                         produced by any of the Product
      which        either         party       developed                     Providers.
      independently, as evidenced by appropriate

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         9.3.4    It is wholly the Subscriber’s                 into any relationship or permits any interest
                  responsibility to exercise care               being taken by any third party which could
                  and   attention    when   using               materially prejudice, in the opinion of the
                  downloaded data (in particular                Service Provider, the Service Provider’s
                  quoted policy values).                        business interests or be otherwise materially
                                                                detrimental to the Service Provider’s
9.4    The Subscriber confirms that it has obtained             goodwill or business.
       consent, in accordance with Data Protection
       Law, of any relevant policy holders to the
       disclosure by the Product Provider of the         10.4   On termination of this Agreement all rights
       Data to the Subscriber and the Subscriber                and obligations of the Parties under this
       will only access, use and process the Data               Agreement shall automatically terminate
       to the extent to which the relevant policy               except for any rights of action, rights
       holder has so consented.                                 and/or obligations which may have accrued
                                                                prior to termination and any rights and/or
9.5    The Subscriber agrees to indemnify and                   obligations    which     expressly    or    by
       hold harmless and keep so indemnified on                 implication are intended to commence or
       demand the Product Provider from and                     continue in effect on or after termination.
       against any costs, claims, demands,
       damages,      losses,   liabilities, expenses
                                                         11.    Force Majeure
       (including damage to reputation, goodwill,
       loss of profits and/ or legal costs) and any
                                                         11.1   Neither party to this Agreement shall be
       investigations arising out of or in connection
                                                                liable to each other for any loss or damage
       with any actual or alleged breach or failure
                                                                suffered by the other (save the Subscriber’s
       by the Subscriber and/or its employers,
                                                                obligation to pay the Charges in accordance
       agents or contractors to comply with the
                                                                with clause 3) due to delay in performance
       equivalent to clause 9.4.
                                                                of or failure to perform either party’s
                                                                obligations, resulting from any cause
9.6    Clauses 9.3.3, 9.4 & 9.5 survive the
                                                                beyond the parties’ reasonable control
       termination (for whatever reason) or
                                                                including, but not limited to, acts of God,
       expiration of the relevant agreement and
                                                                acts of terrorism, outbreak of disease, fires,
       are for the benefit of, and enforceable by,
                                                                floods, trade disputes, embargos, civil
       the Product Provider, that AdviserPlus is
                                                                unrest. Either party shall inform the other
       acting as the Product Producer’s agent
                                                                within seven days of any force majeure
       (where agreed) in such respect.
                                                                situation coming to its knowledge and
                                                                affecting performance under this Agreement
                                                                and supply satisfactory evidence thereof.
10.      Term and Termination
                                                                Should any such event occur, either party
                                                                to this Agreement may opt to terminate the
10.1   Either Party may terminate this Agreement
                                                                Agreement if the other party is unable to
       at any time during the term of this
                                                                perform its obligations for a period in
       Agreement, with or without cause, upon
                                                                excess of 60 days after the date of the
       thirty 30 days prior written notice to the
                                                                occurrence of the event without either party
       other Party.
                                                                incurring any liability for any loss or
                                                                damage of whatsoever nature howsoever
10.2   Either Party may terminate this Agreement
                                                                arising thereby occasioned.
       by written notice to the other Party where the
       other party is subject of an order or an
       effective resolution is passed or a petition is   12.    Miscellaneous
       presented for its winding up, or there is
       convened a meeting for the purpose of or          12.1   The Subscriber shall not assign, sub-licence
       purposes to enter into an examinership, or               or otherwise transfer this Agreement or any
       arrangement or composition for the benefit               part of its right or obligations hereunder
       of its creditors, or if a receiver or examiner           whether in whole or in part without the
       is appointed over its undertaking or part                prior written consent of the Service
       thereof, or if it shall be deemed unable to              Provider.
       pay its debts pursuant to section 213 of the      12.2   If any provisions of the Agreement are held
       Companies Act 1963 (as extended and/or                   to be unenforceable, illegal or void in whole
       amended) or if it commences or has filed                 or in part the remaining portions of the
       against it any bankruptcy, reorganisation,               Agreement shall remain in full force and
       liquidation or insolvency proceeding under               effect.
       any law in any country.
                                                         12.3   A waiver by either party to this Agreement
10.3   The Service Provider may terminate this                  of any breach by the other party of any of
       Agreement immediately and without notice                 the terms of this Agreement or the
       if the Subscriber breaches any of the terms              acquiescence of such party in any act which
       and conditions of this Agreement or if the               but for such acquiescence would be a
       Subscriber engages in any activity or enters
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       breach as aforesaid, will not operate as a
       waiver of any rights or the exercise thereof.
12.4   This Agreement shall not constitute a
       partnership, joint venture or agency
       between the parties.

12.5   Any notice to be given shall be sent by email
       or by letter sent by ordinary post.

12.6   Save as provided for elsewhere in this
       Agreement, this Agreement represents the
       entire of the understanding of the Parties
       concerning the subject matter of this
       Agreement and overrides and supersedes all
       prior       promises,      representations,
       understandings, arrangements, agreements,
       letters of intent or heads of agreement
       concerning the same which are hereby
       revoked by mutual consent of the parties.

12.7   The terms and conditions of this Agreement
       may be amended from time to time by the
       Service Provider and the up to date terms
       and conditions shall be accessible on the
       Service Provider’s website.



13.    Choice    of     Law     and     Choice     of
       Jurisdiction

13.1   All disputes between the Parties arising out
       of or in any way relating to the Agreement or
       any other disputes between the Parties in
       any way connected with the subject matter
       of the Agreement shall be governed by the
       laws of Ireland.

13.2   Each of the Parties hereby submits to the
       exclusive jurisdiction of the Irish Courts for
       the purpose of any proceedings arising out of
       or in any way relating to the Agreement or
       any other proceedings in any way connected
       with the subject matter of the Agreement.

13.3   Nothing contained in clause 12.2 shall limit:


13.3.1 the right of the Parties to seek provisional or
       protective relief in the courts of another state
       prior to, during or after any substantive
       proceedings have been instituted in Ireland
       pursuant to clause 12.2; or

13.3.2 the right of the Parties to bring enforcement
       proceedings in another state on foot of an
       Irish judgment.




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