PLEASE READ CAREFULLY BEFORE ACCESSING ANY SOFTWARE FROM THIS WEBSITE:

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and The Advisers Toolbox Ltd of 52 Millpond Estate West Lane, London, England, SE16 4LZ with company number 12843203 (Licensor, us or we) for:

  1. •use of the-advisers-toolbox.co.uk software as a service, the data supplied with the software, and the associated intellectual property in it (Software); and 

  1. •online and electronic documents produced with the help of the Software (Documents); and 

  2. •user manual we may produce and make available to you from time to time (Manual). 

We license use of the Software, Documents and Manual to you on the basis of this Licence. We do not sell the Software, Documents or Manual to you. We remain the owners of the Software, Documents or Manual at all times.

WEB BROWSER REQUIREMENTS: THIS SOFTWARE IS NOT COMPATIBLE WITH INTERNET EXPLORER AND MAY NOT WORK OPTIMALLY WITH CERTAIN WEB BROWSERS. WE RECOMMEND USING GOOGLE CHROME, MICROSOFT EDGE AND MOZILLA FIREFOX.  

IMPORTANT NOTICE TO ALL USERS:

  1. •THIS SOFTWARE IS INTENDED TO SERVE AS A GUIDE FOR PROFESSIONAL ADVISERS AND IS NOT A SUBSTITUTE FOR, NOR DOES IT CONSTITUTE, PROFESSIONAL ADVICE.  

  2. •BY CLICKING ON THE “PROCESS SUBCRIPTION” BUTTON [ON ANY OF OUR PLAN PAGES] YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU, YOUR ORGANISATION AND THE EMPLOYEES IN YOUR ORGANISATION. YOU CONFIRM THAT YOU ARE AUTHORISED TO ACCEPT THE TERMS OF THIS LICENCE` ON BEHALF OF YOUR ORGANISATION. 

  3. •THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 5.
     

  1. •IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST NOT CLICK ON ANY OF THE "PROCESS SUBSCRIPTION" BUTTONS AND YOU MAY NOT ACCESS THIS SOFTWARE OR DOCUMENTS. 

  1. 1. GRANT AND SCOPE OF LICENCE  

    1. 1.1.Subject to the Licensee paying a Subscription Fee in accordance with clause 1.2, or being provided a free trial log-in in accordance with clause 1.3, we grant to you a non-exclusive, non-transferable licence to use the Software and the Documents (the Subscription) in the UK on the terms of this Licence. 

    1. 1.2. You will pay a subscription fee for each user in your organisation (the Subscription Fee) for one (1) month's, or three (3) months' access (the Subscription Period) to the Software. This Subscription Fee will be displayed on the website and may vary depending on the number of seats purchased and the duration of the Subscription Period.  The Subscription will automatically renew thereafter on a monthly (or three-monthly) basis. The Subscription Fee must be paid each Subscription Period, and can be paid either by bank transfer to our bank account or, where available, payment will be taken through Stripe or Paypal. If you wish to renew the Subscription, you must do this at least 1 clear working day before the expiry of the Subscription Period.  We will remind you by email prior to your subscription ending.  If you do not wish to renew your subscription you can ignore these emails.  You will continue to have access to the Software until the expiry of that Subscription Period and the Subscription will not renew.  

    3. 1.3.We reserve the right to increase the Subscription Fee at any time. Where we elect to do so, we will provide you 30 days written notice. If you do not wish to renew your Subscription at the increased price, you should not renew your Subscription in accordance with clause 1.2. 

    1. 1.4.We may, at our discretion, provide users with a free trial of the Software (Free Trial). The duration of the Free Trial will be notified to you prior to your accessing the Software.  At the conclusion of the Free Trial, you will need to create a new Subscription account and pay the Subscription Fee (see clause 1.2) if you wish to continue to access the Software.  

    1. 1.5. You may: 

      1. 1.5.1. use the Software only: 

        1. (a)for your internal business purposes; and 

        1. (b)by users registered with us (“Users”) 

      1. 1.5.2. use any Documents in support of the use permitted under clause 1.5.1 and make copies of the Documents only as are reasonably necessary for its lawful use. 

  1. 2. RESTRICTIONS  

    1. 2.1.Except as expressly set out in this Licence or as permitted by any local law, you undertake: 

      1. 2.1.1. not to download or copy the Software under any circumstance (subject to clause 3.3); and not to copy the Documents except where such copying is incidental to normal use of the Documents, or where it is necessary for the purpose of back-up or operational security; 

      1. 2.1.2. not to rent, lease, sub-license, loan or translate the Software, Documents and Manual; 

      1. 2.1.3.not to merge, adapt, vary or modify the Software and Manual; 

      1. 2.1.4. not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs; 

      1. 2.1.5.not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities: 

        1. (a)is used only for the purpose of achieving inter-operability of the Software with another software program; and 

        1. (b)is not unnecessarily disclosed or communicated without our prior written consent to any third party; and 

        1. (c)is not used to create any software which is substantially similar to the Software; 

      1. 2.1.6. to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence; 

      1. 2.1.7.to include our copyright notice on all entire and partial copies you make of the Software on any medium; 

      1. 2.1.8.not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees in accordance with clause 1.5; and 

      1. 2.1.9.to comply with all applicable technology control laws and regulations. 

  1. 3.INTELLECTUAL PROPERTY RIGHTS   

    1. 3.1. You acknowledge that, subject to clause 3.3, all intellectual property rights in the Software and the Documents anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this Licence. 

    1. 3.2. You acknowledge that, subject to clause 3.3, you have no right to have access to the Software in source code form. 

    1. 3.3. You acknowledge that any open-source software (i.e. any software licensed under any form of open-source licence meeting the Open Source Initiative's Open Source Definition (http://www.opensource.org/docs/definition.php)) included as part of the Software shall remain in the ownership of the applicable licensor and may be used according to the terms and conditions of the specific licence under which the relevant open-source software is distributed, without warranty of any kind as to the accurateness, completeness or fitness for a particular purpose of such open-source software.  

    1. 3.4.For the purposes of this Licence, intellectual property rights mean copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 

  1. 4.REPRESENTATIONS AND WARRANTIES 

    1. 4.1.We will use commercially reasonable endeavours to make the Software available 24 hours a day, seven days a week, except for planned maintenance, to be notified to you by email at least 5 working days in advance. 

    1. 4.2. We will use commercially reasonable endeavours to ensure that the Software will, when properly used and on a web browser for which it was designed, perform substantially in accordance with the functions described in the Manual for the duration of the Subscription. 

    1. 4.3.If you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Manual, we will repair the Software free of charge, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault. Please notify us by email at This email address is being protected from spambots. You need JavaScript enabled to view it.. 

    1. 4.4.Any remedy caused by the following will incur a cost at our professional services rates: 

      1. 4.4.1.if the defect or fault in the Software results from you having altered or modified the Software other than in accordance with the Manual; and 

      1. 4.4.2.if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence. 

  1. 5. LIMITATION OF LIABILITY   

    1. 5.1. You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Manual meets your requirements. 

    1. 5.2.You acknowledge that the Software is intended to serve as a guide for professional advisers and use of the Software is not a substitute for, nor does it constitute, professional advice. By using the Software you confirm that you have professional indemnity insurance in place and that we shall not be held liable for any advice provided by you or your employees to your clients.  

    1. 5.3. We only supply the Software and Documents for internal use by your organisation, and you agree not to use the Software or Documents for any re-sale purposes. 

    1. 5.4. We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for: 

      1. 5.4.1 loss of profits, sales, business, or revenue; 

      1. 5.4.2.business interruption; 

      1. 5.4.3.loss of anticipated savings; 

      1. 5.4.4.loss or corruption of data or information; 

      1. 5.4.5 loss of opportunity, goodwill or reputation; 

where any of the losses set out in clauses 5.4.1 to 5.4.5 are direct or indirect; or

      1. 5.4.6.any special, indirect or consequential loss, damage, charges or expenses. 

    1. 5.5. Other than the losses set out in clause 5.4 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the Subscription Fee paid for the then current Subscription Period. This maximum cap does not apply to clause 5.6. 

    1. 5.6. Nothing in this Licence shall limit or exclude our liability for: 

      1. 5.6.1.death or personal injury resulting from our negligence; 

      1. 5.6.2.fraud or fraudulent misrepresentation; 

      1. 5.6.3.any other liability that cannot be excluded or limited by English law. 

    1. 5.7. This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software, Documents and Manual. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software, Documents and Manual which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law. 

  1. 6.>INDEMNITY 

    1. 6.1 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us by a third party arising out of or in connection with advice provided by you to your customers following your use of the Software; 

    1. 6.2.The indemnity at clause 6.1 shall apply whether or not we have been negligent or at fault. 

    1. 6.3 We shall indemnify you against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by you arising out of or in connection with a claim made against you for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with your use of the Software. 

    2. 6.4.The indemnity at clause 6.3 shall apply whether or not we have been negligent or at fault. 

    1. 6.5.Liability under the indemnities at clause 6.1 and 6.3 is conditional on the party receiving the indemnity (the Receiving Party) discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim against the Receiving Party which may reasonably be considered likely to give rise to a liability under the indemnity (Claim), the Receiving Party shall: 

      1. 6.5.1.as soon as reasonably practicable, give written notice of the Claim to the party providing the indemnity (the Indemnifying Party), specifying the nature of the Claim in reasonable detail; 

      1. 6.5.2.not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Indemnifying Party; 

      1. 6.5.3.give the Indemnifying Party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Receiving Party, so as to enable the Indemnifying Party and its professional advisers to examine them and to take copies (at the Indemnifying Party's expense) for the purpose of assessing the Claim; and 

      1. 6.5.4.be deemed to have given to the Indemnifying Party sole authority to avoid, dispute, compromise or defend the Claim. 

    1. 6.6.Nothing in this clause shall restrict or limit the Receiving Party's general obligation at law to mitigate any loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity. 

  1. 7.TERMINATION   

    1. 7.1.We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 7 days after the service of written notice requiring you to do so. 

    1. 7.2.On termination for any reason: 

      1. 7.2.1.all rights granted to you under this Licence shall cease; 

      1. 7.2.2.you must immediately cease all activities authorised by this Licence; and 

      1. 7.2.3.you must immediately destroy all copies of the Manual then in your possession, custody or control and certify to us that you have done so within 7 days of the effective date of termination. 

  1. 8. COMMUNICATIONS BETWEEN US   

    1. 8.1.We may update the terms of this Licence at any time on notice to you in accordance with this clause 8. Your continued use of the Software and Documents following the deemed receipt and service of the notice under clause 8.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must inform us of this, and stop using and accessing the Software, Documents and Manual at the end of the then current Subscription Period. 

    1. 8.2.If we have to contact each other, we will do so via the contact email provided in accordance with the Subscription given for these purposes. 

    1. 8.3. Note that any notice: 

      1. 8.3.1.for planned maintenance given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, or  

      1. 8.3.2.for any other matter (except litigation) given by either party will be deemed received and properly served 24 hours after an email is sent, provided that is on a weekday, or the next weekday afterwards. 

    1. 8.4.In proving the service of any notice, it will be sufficient to prove that such email was sent to the email address of the recipient given for these purposes. 

    1. 8.5.This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution. 

  1. 9.EVENTS OUTSIDE OUR CONTROL 

    1. 9.1.We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 9.2. 

    1. 9.2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks. 

    1. 9.3.If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence your Subscription will be extended for the same duration as that of the Event Outside Our Control at no additional cost to you. 

  1. 10.HOW WE MAY USE YOUR PERSONAL INFORMATION  

    1. 10.1.Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our Privacy Policy and it is important that you read that information. 

  1. 11.OTHER IMPORTANT TERMS   

    1. 11.1.We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence. 

    1. 11.2.You may only transfer your rights or your obligations under this Licence to another person if we agree in writing. 

    1. 11.3.This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence. 

    1. 11.4.If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you. 

    1. 11.5.Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 

    1. 11.6.This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.