These Terms and Conditions are made between:

Financial Express Limited (‘FE’) a limited company incorporated under the laws of England and Wales whose principal place of business is at 7 Chertsey Road, Woking, Surrey GU21 5AB;

And

The person, firm or company named in the Application Form (as defined below) (‘the Client’).

WHEREAS

FE agrees to supply the Service, and the Client agrees to receive it on these Terms and Conditions, as amended from time to time in accordance with paragraph 13. Any terms or conditions endorsed upon or contained in the Application Form (as defined below) will be incorporated into and form part of these Terms and Conditions and, in the event of any conflict between these Terms and Conditions and the terms of the Application Form, the terms of the Application Form shall prevail.

1. Definitions

The following expressions shall have the following meanings in these Terms and Conditions:

‘Application Form’ - The application form which has been completed and signed by the Client.
‘Business Day’ - Any weekday which is not a statutory, public or bank holiday observed in England.
‘Commencement Date’ - The date agreed between FE and the Client and confirmed in writing by FE.
‘Customer’ - Any customer of the Client.
‘Data’ - Any information delivered to the Client by the Service as detailed in the Schedule and now including charting, factsheets and other fund data.
‘Fees’ - The annual charge payable in advance to FE by the Client for the Service, as set out in the Application Form, subject to change pursuant to paragraph 4 below.
‘Fund Manager’ - Any firm managing one or more collective investments, information about which may be included in the Data.
‘party’ or ‘parties’ - FE and the Client.
‘Schedule’ - The schedule to these Terms and Conditions.
‘Service’ - The supply of Data to the Client as detailed in the Schedule.
‘Site’ or ‘Sites’ - The geographical location(s) in which the Data is to be used by the Client as set out in the Application Form or as notified to FE by the Client from time to time.
‘Term’ - One year from the Commencement Date subject to earlier termination or renewal pursuant to paragraph 3 below.

2. Service

(a) FE will, on Business Days, supply the Client with the Service at the frequencies specified in the Application Form via the route appropriate to the administration software in use by the Client, as specified in the Application Form.
(b) FE reserves the right to alter the format or presentation of the Data on 3 months’ prior written notice to the Client, or earlier by mutual agreement.
(c) The Service and the Data may only be used by the Client for the purposes set out in paragraph 5 below.

3. Termination

(a) The Service will start on the Commencement Date and will continue until terminated by either party giving at least 3 months’ prior written notice, such notice to expire at the end of the Term, as initially set or renewed, as the case may be. If not so terminated, the contract will be renewed automatically for a further period of twelve months.
(b) Either party may terminate the Service immediately by written notice if the other party is in breach of its obligations hereunder, and such breach has not been remedied within 30 days of notice of such breach being given.

4. Fees

(a) The Client agrees to pay the Fees to FE. FE reserves the right to alter the Fees at any renewal of the Term, such alteration to be notified at least 3 months prior to the expiry of the current Term.
(b) All Fees are exclusive of VAT or other indirect taxes.

(c) For the avoidance of doubt, the prices set out in the Application Form are payable per Site. The Client gives FE the right to enquire of the provider of the administration package (the ‘Software House’) in which the Data is used, how many licences the Client has from the Software House and hereby gives the Software House permission to make this information available to FE.

5. Rights to use the Data

(a) FE grants the Client the right, on a non-exclusive basis, to use the Data for general internal use and for use within the Client’s administration and valuation systems, including the production of reports to be given to the Client’s customers. The Data may not be used at all for the purpose of demonstrating or analysing historical performance.
(b) Reproduction of part or all of the Data is prohibited other than as agreed in writing by FE. The posting of all or any part of the Data on the Client’s website is prohibited.
(c) No part of the Data may be stored in any manner by the Client for longer than one year. All Data and copies or parts thereof must be deleted and destroyed by the Client as soon as they have been stored for one year.
(d) All Data and copies thereof must be destroyed and confirmed in writing to FE as destroyed within one month of termination of the Service. For the avoidance of doubt, upon termination, the Data may no longer be used by the Client or the Customers of the Client for any purpose.
(e) The Client may only use the Data in the Site or Sites nominated in the Application Form or subsequently notified in writing to FE. As set out in paragraph 4(c), FE reserves the right to charge per Site making use of the Data.
(f) The Client shall permit FE to check that the Client is not in breach of this paragraph 5 at all reasonable times and for that purpose FE, or an agent of FE, shall be entitled to enter any of the Sites upon reasonable prior notice.

6. Intellectual Property

(a) The Client acknowledges that FE is the owner of the copyright in the compilation by FE of the Data and agrees, at the request and expense of FE, to take any action reasonably required to protect FE’s intellectual property.
(b) FE warrants that it owns the copyright in the compilation by FE of the Data and that it has the right to make the Service available to the Client.
(c) The Client agrees to respect FE’s intellectual property rights and agrees not to use the Data in any way that might infringe the proprietary interests of FE.
(d) The Data, including for the avoidance of doubt, all prices, price histories and other data provided to the Client by FE, remain the property of FE and are only licensed not sold under these Terms and Conditions.

7. Accuracy of Information

While reasonable care is taken in the compilation of the Data, FE does not in any way warrant the accuracy or completeness of the Data, or its fitness for the purposes that the Client intends to use it and all such warranties are expressly excluded to the fullest extent that such warranties may be excluded by law.

8. Liability

Neither party excludes liability for death or injury to any person arising from its negligence or fraudulent misrepresentation. However, FE disclaims all responsibility for direct or indirect losses arising from the supply or lack of supply of all or part of the Service, or the existence or absence of all or part of the Data. In any event, the aggregate liability of either party for any loss shall not exceed £500.

9. No Investment Advice

(a) FE does not purport to provide investment advice and neither the Service or the Data shall be construed as providing or constituting investment advice.
(b) The Client acknowledges that the Data is provided for information purposes only and does not constitute an invitation or inducement to engage in investment activity.

10. Warranty

The Client hereby warrants that he or it is an independent financial adviser regulated by the Financial Services and Markets Act 2000.

11. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations in whole or in part in the event that parties or events outside FE’s or the Client’s control impede the fulfilment of these Terms and Conditions. Circumstances include, but are not limited to, interruptions of telecommunication services or the failure of a Fund Manager to send or make available information necessary to compile the Data.

12. No Partnership

Nothing in these Terms and Conditions shall be construed as a partnership or joint venture between the parties.

13. Modification of Terms

FE reserves the right to modify these Terms and Conditions at any time without notice by posting any changes on FE’s website, www.financialexpress.net. New terms will be effective immediately they are posted. If FE changes the Terms and Conditions pursuant to this paragraph, it will draw the Client’s attention to such changes by posting a notice to this effect on its website.

14. General

(a) Neither party may assign its rights under these Terms and Conditions except by mutual consent.

(b) If any provision of these Terms and Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, unenforceable or unreasonable such provision shall be deemed severable and the remaining provisions of these Terms and Conditions and the remainder of such provision shall continue in full force and effect.

(c) These Terms and Conditions (as modified form time to time by FE pursuant to paragraph 13) and the Application Form constitute the entire agreement between the parties and shall be subject to English law and the exclusive jurisdiction of the English courts.

SCHEDULE

(The Service)

The Service will consist of the following:

a) Coverage

The Service will cover:
- substantially all UK Unit Trusts. It is accepted however that certain exempt and institutional unit trusts cannot be supplied at present;
- substantially all UK equity prices and a selection of Indices;
- substantially all UK unitised life and pension funds;
- substantially all FSA recognised offshore funds;
- substantially all offshore insurance funds;
- a large number of other offshore funds

(all except UK equities and the Indices being referred to as ‘the Funds’).

b) Data

The Data will be made up of pricing and identification information about the units, namely - code, Manager, unit name, bid price, offer price, mid price, currency code (all the preceding items subject to being applicable), and yield (in the case of the Funds only).

c) Format

The Data will be made available in FE standard format. The file(s) will consist of all the units to be provided, with the latest periodic prices held by FE.

d) Delivery Mechanism

FE will make the file available in a manner appropriate for the Client’s administration software system as set out in the Application Form.

e) Delivery Time

FE aims to collect daily information by 20:00 each business day and to make the Data available shortly after. In respect of weekly information, FE collects the unit prices that are prevailing or made available on each Friday and at each month end (or the preceding Business Day if that day is a public holiday) and will make the Data available on the next Business Day.

f) Other features

FE makes available a number of tools by allowing links to them from some IFA administration packages. These tools include an interactive charting tool and a fund fact sheet look-up facility.