Terms of Business (Subscription Users)
1 Our contract
By using or subscribing to our site you enter into a binding contract with us on the following terms and conditions.
2 A UK business service only
2.1 Our site is directed exclusively at commercial enterprises in the United Kingdom.
2.2 You represent to us and to all suppliers of services through our site that all subscriptions made by you through our site will be made for purposes integral to your business and will be within the scope of your authority to conclude contracts on behalf of your business where applicable.
3 Our promises
3.1 We will permit you to access, use and interact with our site subject to these terms and conditions.
3.2 We will:
3.2.1 exercise reasonable care in compiling our site;
3.2.2 use reasonable efforts to make our site available to you at all times; and
4 Exclusions and limitations
4.1 We do not represent or warrant that access to our site, or any part of it, will be uninterrupted, reliable or fault-free.
4.2 We do not represent or warrant to you that our site or any of its contents will be accurate, complete or reliable.
4.3 We do not represent or warrant that any services (whether or not provided by us) will be provided with due care and skill.
4.4 To the extent permitted by law, we exclude all liability (whether arising in contract, tort or otherwise and whether or not due to our negligence) which we may otherwise have to you as a result of:
4.4.1 any technical, factual, textual or typographical inaccuracies, errors or omissions on or relating to our site or any information on our site;
4.4.2 the unavailability of our site (or any part of it), or services;
4.4.3 any delay in providing, or failure to provide or make available, or services, or any negligent provision of services; or
4.4.4 any misrepresentation on or relating to our site, the services (other than a fraudulent misrepresentation made by us or on our behalf).
4.5 Our maximum liability to your business in respect of your use of our site or any services we provide or make available to you through or in relation to our site will be the amount of any subscription fees paid on behalf of you or your business during the year in which the liability arose. You agree that we shall have no liability for indirect or consequential losses, loss of data, income or profits or damages for loss of or damage to property.
4.6 You agree that each of these limitations is reasonable having regard to the nature of our site and in particular given that when you purchase information or services through our site you will enter into a separate contract with the supplier in each case.
4.7 None of the exclusions or limitations in this clause 4 shall exclude or restrict our liability for death or personal injury caused by our negligence.
4.8 None of the above exclusions shall affect any statutory rights which are not capable of being excluded. However, in such case our obligation, where permitted by law, will be limited to the resupply of our site, good or service to you.
4.9 Each of the above exclusions or limitations shall be construed as a separate, and severable, provision of these terms and conditions.
5 Term and renewal
Your minimum initial subscription period shall be one calendar month (“Initial Period”) from the date upon which you have provided billing details, any credit has been used or expired, and we have activated your profile on the site. You can also select an annual subscription period, which will be discounted upon pre-payment. The discount can vary from time to time to reflect the marketing activities of UK Advisers, as published on the site. Subject to receipt of your subscription payment for each new subscription period, your subscription shall automatically renew for successive periods based on your selected subscription period and until terminated by you or us. For annual subscriptions the subscription can be cancelled by you free of charge during the first 30 days.
6 Completion of Profile
At the time of registration for the Service you will be asked to complete your online Registration, Subscription Form and your profile, which you must do as fully and accurately as possible. You are responsible for keeping your profile up to date at all times and you must promptly notify UK Advisers of any material changes in relation to your details or status which may affect your eligibility to use the Service (including without limitation any change in your regulatory status, professional indemnity insurance details, or membership of any professional body you are registered with).
7 Site subscription and charges
7.1 By subscribing to our site, you agree to pay our charges at the rate applicable from time to time and stipulated more specifically on the site.
7.2 If you fail at any time to pay any subscription charges due in accordance with these terms and conditions we may, in our discretion and without prejudice to our other rights, deny you access to those areas of our site which are exclusively available to subscribers. We need not provide you with advance notice in such circumstances.
7.3 Any significant changes to our charging structure, subscription fees, enquiry fees or addition or changes to other charges will be communicated in advance by e-mail to active users. You agree to pay to us subscription fees on the basis and at the levels described below (“Subscription Fees”).
• Full profile
• Appear in search results
• Get reviewed by clients
• Upload and publish articles and video
• Personalised UK Advisers URL
• No Charge Per Lead
• Subscriptions – £60 per month for Solicitors or £600 per year / £90 per month for Financial Advisers or £900 per year
8 Value Added Tax
All Subscription Fees and Lead Fees quoted are exclusive of Value Added Tax (“VAT”), which will be charged as an additional item on Subscription Fees and Lead Fees as applicable.
9 Invoices and Payment
9.1 We shall charge your bank account directly or through a third party supplier, subject to that party’s terms and conditions, as accepted separately by you. Where that arrangement is not in place, we will supply you with invoices upon any Subscription Fee or Enquiry Fee becoming due (or on a periodic basis at our sole discretion).
9.2 All invoices shall be payable by you without deduction or set-off within 7 days of receipt. We reserve the right to charge interest on any overdue amounts at the rate of 8% above the base lending rate of Lloyds Bank plc from time to time, such interest accruing daily.
10 Links to other sites
Certain links, including hypertext links, in our site will take you outside our site. Links are provided for your convenience and inclusion of any link does not imply endorsement or approval by us of the linked site, its operator or its content. We are not responsible for the content of any website outside our site.
11 Termination of subscription
11.1 We may terminate your subscription immediately if:
11.1.1 you cease providing professional advice of the nature set out in your profile;
11.1.2 your regulator’s registration lapses or is cancelled, or you become subject to any inspection, investigation or enquiry by any statutory or regulatory body (save for routine inspections in the ordinary course);
11.1.3 we receive a complaint about you from a client or other user of the site or you become involved in a dispute with a client or other user of the site, in circumstances where we consider, in our absolute discretion, that your continued presence on our site may cause harm to the business or reputation of (i) our services, (ii) us or (iii) our officers or employees;
11.1.4 you commit a material breach of our terms and conditions (including, without limitation, failure to make any payment of charges when due);
11.1.5 (i) you become unable to pay your debts within the meaning of the Insolvency Act 1986, or (ii) a receiver, liquidator, administrator or trustee in bankruptcy is appointed in respect of all or any part of your undertaking or assets, or (iii) you enter into a creditor’s voluntary arrangement or an individual voluntary arrangement, or (iv) any order is made or resolution is passed in connection with the liquidation, administration, bankruptcy or winding up of you or your business.
11.2 If we cancel your subscription as a result of an and of the events set out in clause 7.1, any fees already paid by you in respect of periods following the cancellation date shall be forfeited and shall be retained by us.
11.3 You are in material breach of any of these terms and conditions and in particular upon any failure by you to pay your subscription charge in accordance with these terms and conditions.
11.4 You may terminate your subscription at any time on 30 days’ written notice to us.
11.5 Any rights that have accrued to either party at the date of termination will remain enforceable after termination.
12 Client Management
12.1 You agree that, promptly (and in any event within two business days) following receipt of an enquiry from a potential client through the site, you will make contact with the potential client, observing any contact preference. We reserve the right to contact reviewers to verify content they have written. If we deactivate your account while we verify your reviews, we will continue to charge you your monthly subscription until our investigation is complete. A “Business Day” means any day other than a weekend or a public holiday, when banks are generally open for business in London.
12.3 In the event that you do not accept a Lead (either through your rejecting it or failure to respond within the timescale set out in clause 12.1), we reserve the right to refer the Lead to an alternative advisor at our discretion.
13 Accuracy of Information
13.1 By registering with the site you unconditionally confirm that:
13.1.1 the details provided by you in your registration and in your online profile are true, fair and accurate in all respects and comply with all applicable regulatory or statutory requirements;
13.1.2 you are registered as an adviser, under the regulatory body you have stated, and with registration number you have provided us with;
13.1.3 you also confirm that you are an adviser and able to provide fee-based and/or commission-based advice to clients.
13.2 You acknowledge and agree that, without the need for any further consent, we shall be entitled to contact directly any regulatory, professional or certifying body, financial institutions, networks and any other body or organisation which we may in our discretion decide, in order to verify your authorisation, credentials and any information posted on the site or otherwise provided by you in connection with it. In the case of an individual representative of an adviser business we also reserve the right to contact such business or any previous business of such representative for the same purpose. You also acknowledge and agree that, without the need for any further consent, we shall be entitled to inform such bodies and organisations of any suspicions it may have concerning the authenticity of any information provided by you in connection with the site.
14 Use of Information in Promotional Material
By completing your registration with the site, you give us permission to make reference to you, your profile, your photo and your client feedback in any material which promotes the site.
15 Client Reviews & Feedback
You acknowledge and agree that reviews and feedback from clients to whom you have provided advice may be published on the site and in such other places and/or forms as we shall reasonably decide, and that we shall not have any responsibility for screening or monitoring such feedback. In the event that you suspect that any feedback made about you on the site is not authentic feedback from a client advised by you, or you consider any feedback to be abusive, libellous or inappropriate you should bring this to the attention of us and we shall investigate the matter. We shall take such action in relation to such a matter as we shall decide in our absolute discretion, which may involve the editing or removal of such feedback. Your obligation to pay our fees and charges shall not be affected by any action we take (or refrain from taking) in relation to feedback.
16 No commercial use
You agree that you will use our site only for lead generation purposes and that you shall not exploit our site or any of its contents for any other purpose whether commercial or otherwise.
17.1 Third party rights
Where in these terms representations and warranties are made to us and to suppliers of services through our site, you acknowledge and agree that such representations and warranties are intended to grant rights to, and operate for the benefit of, all such suppliers and that each such supplier may rely upon and enforce such representations and warranties against you by virtue of the Contracts (Rights of Third Parties) Act 1999.
We reserve the right at any time without notice to revise the content of our site (including the services offered by us) and these terms and conditions. Any changes to these terms and conditions will be posted on our site and by continuing to use our site following any such change you will signify that you agree to be bound by the revised terms and conditions of use.
17.3 Credit card security and registration
We use a secure server that implements Secure Sockets Layer technology (certified to the standard for encrypted credit card transactions stipulated by Godaddy Inc) to prevent any person from gaining access to your credit card or registration information whilst it is on our site or being transmitted across the Internet.
If you discover that services have been ordered from a supplier over our site using your credit card details in circumstances where you had not agreed to or authorised this, then (provided that you have not, through failure to take reasonable care, allowed an unauthorised person to gain access to your credit card details, purchaser ID or password) our suppliers are required to refund to you the money they receive provided that:
17.3.1 you inform your credit card company and us of the unauthorised purchase as soon as you discover it; and
17.3.2 you co-operate with your credit card company, the supplier, us and, if necessary, the police in relation to the unauthorised use.
We have made every effort to make clear whether the quoted prices available through our site include any relevant tax or duty. Where in any case it is not clear please note before you make an order that you might be required to bear a liability to tax or duty (for example VAT) imposed by the supplier or by operation of law that is in addition to the price.
17.5 The use of your information
All rights in the design, text, graphics and other material on our site and the selection or arrangement thereof are the copyright of us or other third parties. Permission is granted to electronically copy and print in hard copy portions of our site solely in connection with the provision of services through our site. Any other use of materials on our site (including reproduction for purposes other than those noted above and alteration, modification, distribution, or republication) without our prior written permission is strictly prohibited.
You hereby grant to us a perpetual, royalty-free, irrevocable licence to copy, issue copies, communicate to the public, make publicly available and include in a cable programme service (either in whole or in part or in a modified or edited form) any material you upload or post to our site (whether to a chat room, bulletin board or otherwise). You acknowledge and agree that such material is not uploaded or posted subject to any obligation of confidence.
17.7 Trade marks
We are the proprietor of our trade mark in the United Kingdom and other countries. All other trade marks, product names and company names or logos used in our site are our property or that of their respective owners. No permission is given by us in respect of the use of any such trade marks, get-up, product names, company names, logos or titles and such use may constitute an infringement of the holder’s rights.
We reserve the right in our sole discretion to deny users access to our site or any part of our site without notice and to decline to provide the service to any user that is in breach of these terms and conditions of use.
17.9 Events beyond our control
We shall not be liable to you for any breach of these terms and conditions of use or any failure to provide or delay in providing our services through our site resulting from any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, fire, explosion or accident.
17.10 Applicable law and jurisdiction
These terms and conditions (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to them or their formation) shall be governed by and interpreted in accordance with English law and, for these purposes, the parties irrevocably submit to the exclusive jurisdiction of the English courts.
The enforceability or otherwise of any provisions of these terms and conditions shall not affect the enforceability of the rest of these terms and conditions.
In these terms and conditions:
our site means our presence on the Internet;
our, we and us means UK Adviser Search Limited and, where applicable, its officers, employees and authorised agents; and
you and your include any business with which you are associated and on behalf of which you use our site (your business).