CIExpert have developed dedicated password protected online services, known as the “CIExpert Affiliate Membership” for use by Independent Financial Advisers or Financial Advisers on CIEXPERT’s website, currently www.ciexpert.co.uk.
These Terms (and the documents referred to in them) set out the terms and conditions on which access to these Online Services shall be provided to You subject always to payment of all applicable fees for the Online Services.
By clicking the “I agree to the Online Services Terms and Conditions”, by signing up to a trial, by accepting an invoice from CIEXPERT or by entering into any other agreement with CIEXPERT that refers to the Online Service Terms and Conditions, these are the Terms and Conditions You are agreeing to.
You agree to these Terms when You use the Online Services whether You are an Intermediary or Authorised User.
CIEXPERT LIMITED is a company registered in England under company number 7652260, whose registered office is at Godfrey Laws, 69 Knowl Piece, Wilbury Way, Hitchin, Hertfordshire, SG4 0TY (“CIEXPERT, We, Us, Our”)
In these Terms the following words have the meaning given as below:
“Affiliate Logo” means the logo that We will allow You to use in accordance with these Terms;
“Authorised User” means an individual or company who has access to the Online Services via an Intermediary (for example; an Authorised User may have access to the Online Services as they are part of a network (Intermediary). These Terms and Conditions apply to the Authorised User where the Authorised User receives such access to use of the Online Services as part of the Intermediary’s subscription or where the Authorised User has its own Credit allocation and subscription on terms negotiated by the Intermediary);
“Client” means the intended policyholder who may instruct You directly or via Third Party with their requirement for a critical illness policy;
“Confirmation of Subscription email” means the email We send as appropriate as set out in clause 2.1;
“Customer” means the Client and / or the Third Party where the context directs;
“Credit” means the credit used on the Online Services when Client details are entered for the purpose of carrying out research and reports for that Client during the Subscription Period;
“Data Protection Legislation” (i) the GDPR, the LED and any applicable national implementing Laws as amended from time to time (ii) the DPA 2018 to the extent that it relates to processing of personal data and privacy; (iii) all applicable law about the processing of personal data and privacy (including but not limited to the ePR);
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Data Protection Officer take the meaning given in the GDPR;
“Data Loss Event” means any event that results, or may result, in unauthorised access to Personal Data held by Us, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach.
“Data Subject Access Request” means a request made by, or on behalf of, a Customer in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data.
“DPA 2018” means the Data Protection Act 2018;
“ePR” means the Privacy and Electronic Communications Regulation 2011 and any successor legislation;
“GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679);
“Information” includes all data, databases and any information whatsoever obtained or provided through the Online Services, including, without limitation the ranking information and policies provided by CIEXPERT as part of the Online Services;
“Intermediary” means the individual or company whose details have been completed on the CIExpert Affiliate Membership Subscribe page of the Website and who has received confirmation that the Online Service is in place via the Confirmation of Subscription;
“LED” means Law Enforcement Directive (Directive (EU) 2016/680);
“Online Services” means those password protected online services known as the “CIExpert Affiliate Membership” on the Website and any other agreed incidental electronic and web-related services or Software provided by or through CIEXPERT;
”Online Services’ Reports” as defined in clause 2.7;
“Password” means the unique password or code provided to You for access to the Online Services;
“Privacy Notice” Our privacy notice found at;
“Protective Measures” means appropriate technical and organisational measures which may include: pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the such measures adopted by it;
“Service Term” means the period determined in clause 2.1;
“Software” as defined in clause 2.4;
“Subscription Period” as defined in clause 3.1;
“Sub-processor” means any third party appointed to process Personal Data on Our behalf.
“Third Party” means a party such as a solicitor who instructs You on behalf of a Client;
“You” means either;
(i) an Intermediary: or
(ii) an Authorised User.
2. Use of the Online Services.
2.1 We grant You a non-exclusive, non-transferable licence to use the Online Services in accordance with these Terms from either (i) the date We send You a Confirmation of Subscription email (which may also include Your Password) or (ii) where the Password is distributed separately, from the date you receive the Password until Your right to use the Online Services terminates in accordance with clause 8.1. (“Service Term”).
2.2 Provided that functionality is not changed from its core purpose We reserve the right to amend, update or alter the Online Services or the terms upon which You can use the Online Services at Our sole discretion from time to time. We will give You reasonable notice of changes to the Terms or Online Services by an email notification in accordance with our Privacy Notice.
2.3 We shall use reasonable endeavours to ensure that access to the Online Services will be available during the core GMT times of 8 a.m. to 7 p.m. Monday to Friday, excluding any public holidays in England. However, We shall have no liability arising out of or in connection with any service disruption or any failure to provide access to the Online Services during such core times or at any other time. If You have any questions arising from Your use of the Online Services, please contact the Customer Service Centre on +44(0) 203 7714607 during normal UK office hours. Any issues are logged in our system and will be responded to promptly.
2.4 In the event that We make software available to You for use in connection with the Online Services (“the Software”) You shall not intentionally modify, assign, sub-licence, sell, charge or rent the Software nor shall the Intermediary copy, modify, enhance, compile or assemble or reverse or engineer the Software unless permitted by law.
2.5 You shall not;
(a) and We shall not, intentionally introduce nor permit to be introduced any unauthorised programme (e.g. computer virus) or similar, into the Online Services or the Website or Our other systems by email or any other means. Both parties shall use anti-malware information security measures which as a minimum are consistent with good industry practice;
(b) use the Online Services for any unlawful, improper or immoral purposes nor for anything that We did not design them or intend them to be used for;
(c) copy, reproduce, duplicate, modify, sell or otherwise transfer, in whole or in part, any of the Information except to the extent that You use the Information for Your own internal business purposes or to fulfil its obligations to Your Customer; or
(d) disclose the Information other than to a Customer or with the consent of the particular Customer in question or where required by law or when seeking advice from an advisor or other third party. For the avoidance of doubt, nothing prevents You from saving Information on systems and servers which may be accessed by Your group companies.
2.6 In relation to the provision and use of the Online Services neither Party shall:
(a) engage in any activity, practice or conduct which would constitute either:
(i) UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or
(ii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
(b) have and shall maintain in place throughout the term of this agreement such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person (including without limitation employees of the Party) and to ensure compliance with clause 2.6 a;
(c) promptly report to the other Party any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017, in connection with the performance or use of the Online Services.
Breach of this clause 2.6 shall be deemed a material breach under clause 8.2 and for the purposes of this clause, the meaning of reasonable prevention procedure shall be determined in accordance with any guidance issued under section 47 of the Criminal Finances Act 2017 and a person associated with You includes but is not limited to an Authorised User and a person associated with CIExpert includes but is not limited to any subcontractor of CIExpert.
2.7 We may collate information about Your usage of the Online Services (the “Online Services’ reports for Our own commercial use but only where data is anonymised so no specific Intermediary, Authorised User or Customer can be identified and no Personal Data is processed or to share with an Intermediary the use of its Authorised Users save that the Online Services Reports do not include any data which would identify a specific Customer.
3. Credits and Subscription Periods
3.1 A Subscription Period is either;
(a) 3 months payable in advance as a single payment; or
(b) 12 months payable in advance as;
(i) a non-refundable single payment; or
(ii) by monthly direct debit.
(c) any other period which has been agreed in writing.
3.2 Where clause 3.1(b)(ii) applies Credits will be released at the rate of 1/12 annual credit amount per month however, Credits may be brought forward during busy periods and shown as negative balance of maximum one month allowance.
3.3 Unused Credits will expire at the end of a Subscription Period. Additional Credits can be purchased during a Subscription Period by upgrading to a higher usage plan.
3.4 Where clause 3.1(b)(ii) applies early termination or direct debit failure by You will incur a 3 month cancellation payment.
4. Intellectual Property Rights (Affiliate Logo. Online Services, Software and Information)
4.1 You acknowledge that CIEXPERT owns the copyright and any other intellectual property rights subsisting anywhere in the world to the Information provided through the Online Services, the Online Services, the Online Services’ Reports, the Website, the Software, the trademarks CIExpert and CIExpert Affiliate and the associated logos including the Affiliate Logo. For the avoidance of any doubt, any data submitted by You or on Your behalf shall be owned by You.
4.2 During the Service Term You may use the Affiliate Logo for sole purpose of representing that You make use of the Online Services and provided that:
(a) You abide by any guidelines We issue to you in respect of the use of the Affiliate Logo;
(b) You do not use, copy, reproduce, republish, post, broadcast or transmit the Affiliate Logo for any purpose other than under this clause unless We have given our prior written consent to this use.
(c) You make it clear, in writing, wherever the Affiliate Logo is used that it is the Affiliate Logo is owned by CIEXPERT, and this use is on licence to You to signify that You make use of the Online Services.
5. Use of Data
Customer Personal Data
5.1 In respect of Customer Personal Data and for the purposes of the Data Protection Legislation You are the Controller and We are the Processor. Our processing of Customer Personal Data is only to the extent necessary for the purposes of carrying out the contract we have with you and providing the Online Services and in accordance with Your instructions from time to time. We shall ensure that We comply with Our statutory obligations as a Processor under Data Protection Legislation and shall Process the Personal Data in compliance with the Data Protection Legislation.
5.2 As the Controller You are responsible for compliance with the Data Protection Legislation in respect of Your collection of Personal Data from the Customer and You indemnify Us against all liability in respect of any claim or allegation made by a Customer in connection with Your use of the Customer Personal Data within the Online Services save where such claim or allegation results from Our act or omission or breach of this paragraph 5.
5.3 In relation to any Customer Personal Data We shall:
(a) process Customer Personal Data only in accordance with clause 5.1, unless We are required to do otherwise by Law. We will keep a record of any Processing of Personal Data we carry out on Your behalf.
(b) promptly comply with any request from You requiring us to amend, transfer or delete the Personal Data.
(c) ensure We have in place Protective Measures as appropriate to protect against a Data Loss Event having taken account of the (i) nature of the data to be protected, (ii) harm that might result from a Data Loss Event, (iii)state of technological development; and (iv) cost of implementing any measures.
(d) ensure that access to the Personal Data is limited to those of Our employees who need access to the Personal Data to meet Our obligations under this Agreement and that any of our personnel who have access to the Customer Personal Data (i) are informed of the confidential nature of the Customer Personal Data and do not publish, disclose or divulge any of the Customer Personal Data to any other third party unless directed in writing to do so by You or as otherwise permitted by this Agreement; and (ii) have undergone adequate training in the use, care, protection and handling of Customer Personal Data; and
(e) not transfer Customer Personal Data outside of the EU unless;
(i) You have given us your consent in writing;
(ii) We have provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37); and
(ii) the Customer has enforceable rights and effective legal remedies.
(f) at the end of the Service Term (or prior to) where you direct Us to do so, We shall delete or return Customer Personal Data (and any copies of it) but in all other circumstances We shall delete all Customer Data relating to Your use of use of the Online Services 6 years after use of the Online Services commenced unless We are required by Law to retain the Customer Personal Data or We need to retain it because of a claim made by You or any Third Party.
5.4 We will notify You immediately (or in phases, as details become available) if We:
(a) receive a Data Subject Access Request (or purported Data Subject Access Request) from a Customer. We shall not itself provide information to the Data Subject in response to any such request, unless required to do so by law;
(b) receive a request to rectify, block or erase any Customer Personal Data;
(c) receive any other request, complaint or communication relating to either Party's obligations under the Data Protection Legislation;
(d) receive any communication from the Information Commissioner or any other regulatory authority in connection with Customer Personal Data processed under this Agreement;
(e) receive a request from any third party for disclosure of Customer Personal Data where compliance with such request is required or purported to be required by Law; or
(f) become aware of a Data Loss Event.
5.5 We shall provide assistance to You in respect of any item listed in clause 5.4 in a timely manner (taking into account Your obligations under Data Protection Legislation).
5.6 We shall maintain complete and accurate records and information to demonstrate its compliance with this clause 5.
5.7 We shall allow You to request an audit of our Data Processing activity on notice and subject to confidentiality agreements. You may not make more than one request in any 12 month period save where there is incidence of a breach of this paragraph 5 in the prior 6 months.
5.8 The person responsible for Data Protection at CIExpert is identified in Our Privacy Notice.
5.9 We do not use any Sub-processors to process any Customer Personal Data and We confirm that We shall not engage a sub-Processor without Your prior written authorisation. Subject to such prior written authorisation being provided, if We engage a sub-Processor in respect of the processing of Personal Data, then We shall impose obligations on that sub-Processor which are at least as onerous as those set out in this paragraph 5, and shall itself be fully liable in respect of any breach of such obligations.
5.10 We may, at any time on not less than 30 Working Days’ notice, revise this clause by replacing it with any applicable controller to processor standard clauses and to take account of any guidance issued by the Information Commissioner’s Office provided that any such change will be no less onerous on Us as these current provisions.
5.11 For the purposes of Article 28(3) of the GDPR:
(a) the subject-matter of the Processing is records relating to Your customers and prospects;
(b) the duration of the Processing is the term of this Agreement together with the period following the expiry or termination of this Agreement when We are entitled or required to retain the Personal Data in accordance with Our legal obligations;
(c) the purpose of the Processing is to enable Us to provide the Online Services as further set out in the Agreement;
(d) the categories of Data Subjects are: Your customers and prospects;
(e) the obligations and rights of the Controller are set out in this paragraph.
5.12 You shall indemnify Us from and against all liability suffered or incurred by Us as a result of a Data Loss Event or otherwise by breach of this clause save where the breach occurs as a result of Our acts or omissions or breach of obligations under these Terms or the Data Protection Legislation.
5.13 You may only access Customer Personal Data and use of Credits during the Service Term and where You have the continued authority of the Customer to do so.
5.14 You agree that the security of passwords in Your hands are an integral part of the security of the Online Services and Customer Personal Data and acknowledge the importance of the provisions of clause 6 (Security of Passwords).
5.15 Notwithstanding the indemnities above, We do not accept liability to You for any payment You agree to pay to any third party or Customer arising from data processing activities and breaches thereof as this is a commercial matter for you.
Your Personal Data
5.16 We take Your privacy seriously and will only use Your Personal Data to administer your account and to provide the Online Services to You. This may include service information and information on renewals. You can find out more about what Personal Data We hold, lawful purposes and retention periods in our Privacy Notice.
5.17 We consider that Your use of the Online Services is a business tool and You are not contracting with us as an Individual Subscriber (as defined in the ePR). We may use Your Personal Data to send You additional information, marketing material on our Services and Our newsletter as We consider this will enhance your customer experience. You may opt out of this these marketing communications by contacting the Customer Service Centre on +44(0) 203 7714607 during normal UK office hours or You may unsubscribe to these communications at any time through links provided with the relevant email.
6. Security and Passwords
6.1 We allocate Passwords for Intermediaries and Authorised Users. Passwords may be sent out via the Confirmation of Subscription email or by separate Communication.
6.2 Where a Password has been allocated to You, You shall;
(a) not disclose Your Password to any third party;
(b) (Authorised User) cease to use the Password if You are no longer linked to the Intermediary whether through employment or network association;
(c) (Intermediary) adopt and ensure compliance with appropriate protective measures to ensure the integrity of the Password including but not limited to notifying Us if an Authorised User is no longer permitted to or eligible to access the Online Service;
(d) notify Us immediately if You are aware of any breach of this clause or any Data Loss Event linked to use of Passwords including breaches by other Authorised Users or Intermediaries.
6.3 Notwithstanding clause 5 We may at any time suspend or terminate the use of Passwords if We consider there is an actual or potential breach of security of Passwords howsoever arising. We will inform You as soon as reasonably possible of such suspension or termination. We shall promptly issue new Passwords unless We have notified You that an Authorised User has breached the Terms.
7. Liability and Indemnity.
7.1 The Company will act in good faith when making Information available on the System and shall use reasonable endeavours to ensure that Information is (i) accurate or (ii) does not breach (a) legal or regulatory requirements in England and Wales or (b) third party rights. We give no representation or warranty, express or implied, as to the accuracy or completeness of the Information, availability or functionality of the Online Services, compliance with applicable local laws or regulations or that the Online Service or any Software is fit for purpose, free of errors, viruses or bugs and all other representation or warranty, express or implied are hereby excluded as far as permitted by law.
7.2 Nothing on the Online Services or in the Information shall be deemed to be advice or other recommendation to purchase any product or service or otherwise. The Online Services and the Information is based on Our opinion following Our own confidential methodology and to a very large extent is dependent upon the correct interpretation of this Information by You combined with Your own expertise and investigations. You are solely responsible for making Your own investigations as to any product, services, policies or contracts that You may subsequently recommend to Clients or any third party and You must independently check the reliability of the Information.
7.3 We do not accept any liability (whether in contract or in tort) suffered by You or a Customer arising from Your use of the Online Services, reliance upon the Information or damage to computer systems through such use.
7.4 For the avoidance of doubt, nothing in this Agreement seeks to exclude or limit either Party’s liability for death or personal injury or fraud or any other matter for which it is unlawful to exclude or limit liability (including in Our case, any statutory rights if the You are an individual consumer).
7.5 You shall indemnify Us in respect of any liability suffered by CIEXPERT as a result of the Your use of the Online Services or any element thereof or any breach of these Terms and any claim or allegation of liability from a Customer in respect of the same.
8.1 Your right to use the Online Services will terminate;
(a) at the end of any agreed Subscription Period; or
(b) if We serve You with written notice of not less than 30 days. Where such notice is served to You as an Intermediary this shall also have the effect of terminating any right to use the Online Services for any of Your linked Authorised Users and You shall be responsible for managing this expectation and indemnify Us in respect of any liability connected with this; or
(c) where clause 8.2 applies.
8.2 Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment (such notice to be served no earlier than the due date for payment);
(b) the other party commits a material breach of any other term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Terms;
(d) the other 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the IA 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
(e) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
9. Effect of Termination
9.1 On termination We will;
(a) withdraw Your Password or those of linked Authorised Users in accordance with clause 8.1; and
(b) deal with Customer Personal Data in accordance with clause 5.3 (e) and deal with Your Personal Data in accordance with our Privacy Notice; and
9.2 On termination You will:
(a) pay any applicable outstanding fees and charges within 7 days;
(b) remove all use of the Affiliate Logo; and
(c) ensure that all Authorised Users cease use of the Online Services immediately.
10. Hypertext Links.
10.1 The Online Services may provide You with hypertext links to sites or the Internet which are operated by other people. Using an external hypertext link means that You will be leaving the Online Services and We take no responsibility for and give no warranties, guarantees or representations in respect of linked sites.
10.2 Some areas of the Website may provide access to third party sites who will host reviews about some products. In some instances You may be able to access such reviews directly on the Website. Regardless of whether You are transferred to a third party’s site or reads a user review on the Website, the views expressed do not represent the views of CIEXPERT and We are not responsible for the accuracy of any such views or expression.
11. Notices and Communications.
11.1 Generally, all notices or other communications (“Communications”) may be given by post or electronic mail although the functional use of the Online Services will be carried out by electronic mail.
11.2 Communications in writing by either party to the other may be given by post or electronic mail, to the address (postal and electronic) last notified by the other party. Reference to notice in writing in these Terms will include notice given by electronic mail.
11.3 Any Communications given to Us shall not be deemed to have been received and no Communication shall give rise to any obligation unless it is actually received, and in the case of a Communication sent through the Online Services, accessible by Us. In the event of any corruption of a Communication sent through the Online Services, You shall re-transmit as soon as possible.
11.4 Any Communications sent by Us to You will, if sent by post, be deemed delivered 2 days after posting, and if sent by electronic mail through the Online Services, delivered upon CIEXPERT sending the Communication and the Intermediary’s electronic mail address to the relevant Internet service provider whether or not the Communication arrives.
The rights of the Intermediary under this Agreement are personal to the Intermediary and it may not sub-licence, sub-contract, assign or otherwise transfer those rights or obligations without Our prior written consent.
These Terms may be varied by Us from time to time as per clause 2.2 above.
14. Survival of Terms.
All terms governing payment, intellectual property rights, data protection, non-disclosure, disclaimer, indemnities and exclusions contained within this Agreement shall survive termination of these Terms.
15. Third Party Rights
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
16. Entire Agreement.
These Terms represent the entire agreement between the parties and supersede and exclude any prior agreement, understanding or arrangement between the parties. Your use of the Website is also governed by the following:
(b) Privacy Notice; and
(c) Acceptable Use Policy
the latest edition of all these can be found on the Website. In any situation where these Terms contradict with the documents listed in (a), (b) or (c) these Terms shall prevail.
17. Governing Law.
These Terms shall be governed by English law and the parties hereby submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of this agreement although We retain the right to