1.1 Save where the context requires otherwise, the following terms shall have the following meanings:
||has the meaning given to it in section 5.1.
||means e-mail and electronic facsimile.
- Content from religious bodies whose views or theology may reasonably be considered to be intolerant of others
- Content that promotes any tobacco products or any other goods bearing tobacco applicant brands, when the website may reasonably be expected to be one that under 16s may visit and read.
- Content that promotes any alcohol products or any other goods bearing alcohol applicant brands, when the website may reasonably be expected to be one that under 16s may visit and read.
- Content that promotes weapons, the armaments industry and gun clubs
- Content that promotes betting and gambling, when the website may reasonably be expected to be one that under 18s may visit and read.
- Content that promotes sexual and erotic services, including escort agencies, when the website may reasonably be expected to be one that under 16s may visit and read.
- Content that requires a user to use a premium rate phone number without clear and obvious language stating that the number is premium rate.
- Content that promotes, encourages or facilitates violence
- Content that promotes, encourages or facilitates terrorism or other activities that risk UK national security
- Content that incites hatred whether based on race, religion, gender, sexuality or otherwise, or otherwise promotes encourages or facilitate anti-social behaviour
- Content that discriminates against any specific social group or otherwise exploits the vulnerable.
- Content that promotes, facilitates or encourages illegal activity;
- Content that may reasonably be considered misleading or fraudulent.
- Content that exploits the credulity, lack of knowledge or inexperience of consumers;
- Content that concerns, encourages or facilitates pyramid promotional and Ponzi schemes
- Content for services or offerings that may infringe an individual privacy, data protection rights or consumer rights.
- Content that promotes, facilitates or encourages users to become indebted without clearly explaining that indebtedness will occur and/or without recommending the user to research and consider other options to achieve the same aim.
- Content that may reasonably be considered to bring the Money Advice Service into disrepute
||shall include all material that is, or may reasonably be interpreted by The Money Advice Service as libellous, defamatory or pornographic.
||means including without limitation.
||is intellectual property including any proprietary technology, trade-marks, service marks, patent, petty patent, registered design, copyright, design right, any publication right, performers property rights, extended or revived copyright (including rights in computer software), know-how, secret formulae and processes, lists of licensees and customers and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, data, database rights (including rights of extraction) or any similar rights exercisable in any part of the world and shall include any applications for the registration of any patents or registered designs or similar registerable rights in any part of the world.
||means all laws, statutes, enactments, orders, regulations and similar instruments, the requirements of any court with relevant jurisdiction and any local, national or supranational agency, inspectorate, minister, ministry, official or public or statutory person of the government of the United Kingdom, the European Union or any other relevant jurisdiction.
||means person or organisation given license to use Licensed material by The Money Advice Service under this agreement
||means text, data, video, audio, diagram, animation assets, tools, images and pictures delivered or made available to you pursuant to the terms of this Agreement and also includes The Money Advice Service Branding.
||means either you or The Money Advice Service, and “Parties” means both you and The Money Advice Service.
||means: any and all laws, statutes, enactments, orders or regulations or other similar instruments of general application and any other rules, instruments or provisions in force from time to time relating to the processing of personal data and privacy applicable to the performance of this Agreement, including where applicable the Data Protection Act 2018, the Data Protection Bill, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and the GDPR (Regulation (EU) 2016/679), as amended or superseded;
||means: the terms and conditions stipulated herein, as amended from time to time.
|“The Money Advice Service” or “we” or “our”
||The Money Advice Service (a company registered in England with Company Number 07172704) whose registered office is at 120 Holborn, EC1N 2TD and includes any successors and assignees of The Money Advice Service.
|“The Money Advice Service Branding”
||means the name, trade and service marks of The Money Advice Service attached to the Licensed Material.
1.2. Headings are for ease of reference only and shall not affect construction.
1.3. Words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing whole shall be treated as including a reference to any part thereof.
1.4. A reference to a statute or a statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2. LICENSED MATERIAL, LICENSES, OWNERSHIP AND INTELLECTUAL PROPERTY
2.1. You understand and agree that all Intellectual Property rights in the Licensed Material are the property of The Money Advice Service or its licensors, as the case may be.
2.2. The Money Advice Service retains all right, title, and interest in and to the Licensed Material (including all right, title and interest in and to any goodwill subsisting or residing in the Licensed Material). You shall not acquire any rights to any other Intellectual Property owned or licensed by The Money Advice Service, whether pre-existing or subsequently created, unless expressly agreed between the Parties in writing.
2.3. The Money Advice Service hereby grants you a non-exclusive, limited, revocable, non-transferable, non-sublicensable and royalty-free licence, to:
2.3.1. link to the Licensed Material in a manner that causes the Licensed Material or any portion of them to display within a frame on your website; and
2.3.2. solely for the purpose of providing your website users with financial information and materials to assist in building their financial capability.
2.4. For the avoidance of doubt, the Licensed Material is being made available to you free of charge.
2.5. The Money Advice Service retains the right, without any obligation or prior notice, to modify, update, withdraw, disable, disconnect or deny access to the Licensed Material at any time, and may suspend or terminate access indefinitely.
2.6. You agree that any goodwill derived from the use by you of the Licensed Material shall accrue to The Money Advice Service. The Money Advice Service may at any time call for a confirmatory assignment of that goodwill, and you shall immediately execute it and do all and any other required acts to complete such assignment.
2.7. Your license rights are limited to those expressly granted herein, and The Money Advice Service reserves all other rights.
2.8. You shall not and shall not allow any third party to:
2.8.1. modify or adapt the Licensed Material;
2.8.2. create derivative works based in whole or in part on the Licensed Material;
2.8.3. make unauthorized copies of the Licensed Material or any part of it;
2.8.4. remove, alter or disable any canonical link embedded or displayed within the Licensed Material such that The Money Advice Service is not identified as the original source of the content to third parties (such as search engine providers), or the search engine optimisation (SEO) of The Money Advice Service website is compromised or otherwise prejudiced;
2.8.5. remove, alter or disable any analytical or tracking tool embedded within the Licensed Material;
2.8.6. display the Licensed Material in any context that could reasonably be inferred to bring The Money Advice Service into disrepute or damage the reputation, goodwill or brand of The Money Advice Service; or,
2.8.7. do any act that will or may weaken, damage or be detrimental to the Licensed Material or the reputation or goodwill associated with the Licensed Material or The Money Advice Service, or that may invalidate or jeopardise any registrable rights of the Licensed Material; or,
2.8.8. use any images or pictures supplied as part of the Licensed Material for any purpose outside of the that described in clause 2.3.2 and, for the avoidance of doubt, only in conjunction with the Licensed Material supplied by The Money Advice Service with such images or pictures;
2.8.9. display the Licensed Material:
18.104.22.168. in a context from which it may be reasonably inferred that The Money Advice Service is promoting or recommending:
22.214.171.124.1. a specific financial product or service; or
126.96.36.199.2. financial products or services from a specific financial product or service provider; or
188.8.131.52.3. that an end user take a specific course of action including, but not limited to, the purchase of a financial service or product save to the extent that such recommendation is generic and be understood and interpreted as generally sound financial advice. For the avoidance of doubt, no Licensed Material may be displayed in a way such that an end user could infer that The Money Advice Service is recommending that they undertake any action and that by taking such action the end user shall remedy any specific financial concern or problem that he has, or believes he has;
184.108.40.206. in conjunction with any Excluded Content or Excluded Advertising; or
2.8.10. gain or attempt to gain unauthorised access to any of The Money Advice Service’s systems or networks, nor reverse engineer, decompile or disassemble or otherwise attempt to discover the source code to such systems; or
2.8.11. apply for or obtain registration of any registerable rights to the Licensed Material for any goods or services in any country; or
2.8.12. without the prior written consent of The Money Advice Service, reproduce the Licensed Material for direct or indirect financial gain (including, without limitation, in any product or service for which a fee or subscription is charged), and The Money Advice Service shall be entitled to withhold such consent in its sole discretion unless you can demonstrate to the reasonable satisfaction of The Money Advice Service that you have added Incremental Value. For the purposes of this section 2.8.12 “Incremental Value” means integrating the Licensed Material in a way that makes such content more accessible or easier to use, or targets users who are otherwise unlikely to access such content. For the avoidance of doubt, providing a link to The Money Advice Service website will not be considered to be adding Incremental Value; or
2.8.13. delete, remove, modify, obscure, fail to reproduce or in any way interfere with any proprietary, trade secret or copyright notice appearing on or incorporated in any Licensed Material; or
2.8.14. apply for or obtain registration of any trade or service mark in any country which consists of, or comprises, or is confusingly similar to The Money Advice Service Branding or any other trade or service marks that form a part of the Licensed Material.
2.9. You may display the Licensed Material in conjunction with advertising material providing that the advertising category is not Excluded Advertising, and that all such advertising material is compliant with all applicable advertising and professional body codes and regulations.
2.10. You shall refrain from all activities that may, by operation of law or equity expand the limited licenses in sections 2.3 and 2.8, or infer or give the impression that the license is larger than the limits stated therein.
2.11. You shall fully and promptly comply with all instructions of The Money Advice Service regarding the use and display of the Licensed Material, including instructions to remove Licensed Material from, or amend the way in which Licensed Material is presented on your website.
3. DATA PROTECTION
3.1. In using the Licensed Material, you shall ensure that it is, and shall remain at all times, be compliant with your obligations under Data Protection Laws and all other applicable Laws.
3.2. All personally identifiable data shared with and collected by the Money Advice Service will be stored and processed in accordance with the obligations and provisions pursuant with the EU General Data Protection Regulations (GDPR) and the Data Protection Act 2018.
3.3 In this clause 3 the terms “Personal Data”, “Controller”, “process” and “Data Subject” shall have the meanings given to those terms in the Data Protection Laws.
3.4 The parties recognise that the Licensed Material may contain Personal Data under the Data Protection Laws, and that the Licensee will be a Controller of such Personal Data (“Shared Data”). This clause 3 sets out the principles and procedures that the parties shall adhere to and the responsibilities the parties owe to each other in relation to the Shared Data.
3.5 For the purposes of compliance with the Data Protection Laws, the parties recognise that the legal basis upon which the Shared Data are shared is that it is necessary for the purposes of the legitimate interests pursued by each party, in particular:
3.5.1 the legitimate interest of the Parties in using the Shared Data and the wider Licensed Material in the course of its business activities;
3.5.2 the legitimate interest of The Money Advice Service in making the Shared Data as part of the wider Licensed Material available to third parties in a structured electronic format.
3.6 The Parties shall at all times comply with the Data Protection Laws when processing the Shared Data, and shall not do or omit to do anything in respect of the Shared Data that would cause MAS to be in breach of the Data Protection Laws.
3.7 Each party shall promptly inform the other party upon receiving any request from a Data Subject for access to Shared Data that is his or her Personal Data, or concerning his or her rights to rectification, erasure, restriction or portability or otherwise in respect of it, and where reasonably required the notified party shall provide reasonable assistance to the other party in responding to any such request.
3.8 Each party agrees that it shall promptly provide reasonable assistance to the other party where reasonably required to allow it to respond to an inquiry received from a Data Subject or data protection authority (including, in the United Kingdom, the Information Commissioner’s Office).
3.9 The Licensee shall notify The Money Advice Service promptly upon becoming aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Shared Data, transmitted, stored or otherwise processed, and shall provide The Money Advice Service with all information in relation to any such security breach that The Money Advice Service may reasonably request.
3.10 The Licensee agrees that it shall only use the Shared Data in accordance with this Agreement, particularly in accordance with Data Protection Laws and applicable law.
3.11 The Licensee shall indemnify The Money Advice Service in full (as a debt) from and against all losses, costs, awards, and expenses (including reasonable legal and/or professional fees) which The Money Advice Service may suffer as a result of any breach or alleged breach by the Customer of Data Protection Laws and/or applicable law.
3.12 The Money Advice Service may (but shall not be obliged to) notify Licensee in the event of The Money Advice Service becoming aware that any Shared Data are inaccurate or incomplete and in such a case the Licensee shall immediately and accordingly update any Shared Data that are so notified to it.
4. WARRANTIES AND REPRESENTATIONS
4.1. You warrant and represent that you have full capacity, authority and all necessary consents to enter into these Terms, and that, where applicable, the Terms are accepted by your duly authorised representative
4.2. The Money Advice Service provides no warranty of any kind, express or implied with regard to the Licensed Material.
4.3. You warrant and represent that:
4.3.1. you will refrain from all activities that actually, or could reasonably be predicted and inferred to cause any form of reputational damage to The Money Advice Service; and
4.3.2. you will not represent itself as being The Money Advice Service, a representative or agent thereof or as being engaged in any form partnership or joint venture with The Money Advice Service; and
4.3.3. your information technology systems, data management systems, standards and procedures are sufficient to allow you to compliantly undertake your obligations herein throughout the term of this Agreement and to be compliant with all applicable Laws.
4.4. You agree to use commercially reasonable efforts to place appropriate limits on your systems software code whose purpose is to disrupt, damage or interfere with systems, software, or data, and agree to avoid introducing viruses into The Money Advice Service’s systems through the access and use of the Licensed Material. Such efforts shall include, without limitation, the use of commercially reasonable virus protection, firewall and security software.
5. THIRD PARTY INTELLECTUAL PROPERTY AND OTHER INDEMNITIES
5.1. Subject to section 5.2, you agree to indemnify and hold The Money Advice Service harmless against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) (each a “Claim”) suffered or incurred by The Money Advice Service arising out of or in connection with your exercise of your rights under these Terms or any breach by you of these Terms, including the following:
5.1.1. any Claim for actual or alleged infringement of the Intellectual Property rights of a third party arising from any use of the Licensed Material that is breach of these Terms;
5.1.2. any Claim arising out of, or in connection with any breach of any warranty in these Terms; and,
5.1.3. any Claim arising out of, or in connection with any breach or alleged breach of Data Protection Laws or any other applicable Law.
5.2. The indemnity granted under section 5.1 shall not cover The Money Advice Service to the extent that a Claim results from the negligence, wilful default or wilful misconduct of The Money Advice Service.
6. FREEDOM OF INFORMATION
6.1. The Licensee acknowledges that The Money Advice Service may become subject to the Freedom of Information Act 2000 (“FOIA”) and the Environmental Information Regulations 2004 (or such changes or additions to legislation which may be new or replace the foregoing from time to time), in which case the remainder of this section shall apply. The Licensee shall assist and co-operate with The Money Advice Service (at The Money Advice Service’s expense) to enable The Money Advice Service to comply with these information disclosure requirements in relation to disclosure requests relating to these Terms.
6.2. Upon receiving any request for information from The Money Advice Service or any relevant statutory authority, you shall transfer all requested information to The Money Advice Service as soon as practicable after receipt and in any event within any reasonable time period specified by The Money Advice Service and provide all necessary assistance as reasonably requested by The Money Advice Service to enable The Money Advice Service to respond to a request for information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Environmental Information Regulations 2004.
6.3. The Money Advice Service shall be responsible for determining at its absolute discretion whether the information:
6.3.1. is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations 2004; or
6.3.2. is to be disclosed in response to a request for information, and in no event shall the Licensee respond directly to a request for information from a third party unless expressly authorised to do so by The Money Advice Service.
6.4. The Licensee shall ensure that all information produced in the course of this Agreement or relating to these Terms is retained for disclosure and shall permit The Money Advice Service to inspect such records as requested from time to time.
7. LIMITATION OF LIABILITY
7.1. Save for damages flowing from a breach by you of any part of section 2, and your liability under any indemnity in these Terms, neither Party will be liable for any:
7.1.1. lost data; or
7.1.2. lost profits; or
7.1.3. business interruption damage or liability; or
7.1.4. reputational damage or liability stemming from breach of these Terms; or,
7.1.5. indirect, special, incidental or consequential damages (including loss of profits) of any kind.
7.2. The maximum liability of The Money Advice Service to you for all damages, costs and expenses shall be fifty thousand pounds (£50,000). You acknowledge and agree that the limitations and apportionments of liability in this section 7 are fair and equitable, considering (without limitation) that the Licensed Material is being provided without charge.
7.3. Nothing in these Terms shall limit, or be interpreted as limiting either Party’s liability for death, personal injury or fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable Law.
8.1. You will maintain sufficient commercial general insurance, including product and public liability and professional indemnity cover to meet your liabilities under this Agreement.
9.1. You may not assign or transfer, in whole or in part these Terms without the prior approval of The Money Advice Service which approval shall not be unreasonably refused.
9.2. We may at any time and without your consent assign or transfer the whole or any part of our rights or obligations under these Terms, provided that we shall notify you as soon as possible after any such dealing.
9.3. Each Party confirms that it is acting on its own behalf and not for the benefit of any other person.
9.4. A person who is not a Party to these Terms cannot enforce, or enjoy the benefit of, any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999.
9.5. The failure of either Party to enforce any provision of these Terms shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of these Terms.
9.6. These Terms set forth the entire understanding between the Parties and supersede all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof.
9.7. The Terms may be modified or amended by us from time to time.
9.8. If any provision of these Terms shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of these Terms is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
9.9. Without prejudice to any other rights or remedies that we may have, you acknowledge and agree that damages alone would not be an adequate remedy for any breach of the provisions of these Terms by you. Accordingly, we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or equitable relief for any threatened or actual breach of any provisions of these Terms.
9.10. These Terms shall for all purposes be governed and construed in accordance with the laws of England and Wales, and the Parties hereto irrevocably submit to the exclusive jurisdiction of the English Courts.