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Terms and Conditions
By using Brokerzone, you are confirming as an Individual User on behalf the Intermediary that you:
- have read and agree to be bound by these Terms and Conditions (‘Terms’);
- have authority to accept and agree to these Terms on behalf of the Intermediary; and
- agree that it is a condition of these Terms, and you warrant, that you will comply with these Terms on behalf of the Intermediary.
If you do not accept these Terms, please leave Brokerzone immediately.
You should save or print a copy of these Terms and retain this for reference purposes.
The relationship between us and the Intermediary regarding the Intermediary's use of the Site(s) and the Services will be governed by:
- the Intermediary Terms of Business to which the Intermediary is subject. Current version: Standard Life intermediary terms of business INT60;
- the Terms contained in this document, which supplement the Intermediary Terms of Business; and
- any Information (including but not limited to warnings and disclaimers) displayed on the Site(s)
1. Terminology used in these Terms
Adviser Information means any and all information obtained by the Intermediary and/or Individual Users from us which (i) is intended for use by financial advisers only, and/or (ii) we have indicated should not be passed on to Clients and/or Prospective Clients.
Brokerzone means our financial intermediary extranet (www.brokerzone.ie or such other web address notified by us).
Application Form means the application form completed in respect of any Product.
Central Bank means the Central Bank of Ireland or any successor regulator. The Central Bank can be contacted at PO Box 559, Dublin 1.
Central Bank Rules means the handbooks, codes and guidance of the Central Bank or any successor regulator to the Central Bank, as amended from time to time.
Client(s) means where appropriate, an individual or individuals (including, where relevant, trustees) who has:
- nominated the Intermediary to provide them with advice or for whom the Intermediary is acting as agent; and
- signed an Application Form
Denial-of-Service Attack is an attempt to make a computer resource unavailable to its intended users.
Force Majeure Event literally means 'superior event'. It is an event that couldn't be predicted or if predicted its consequences are too drastic to plan for in a contract. In these Terms it means:
- act of God, fire, earthquake, storm or flood,
- explosion, nuclear accident or collision,
- sabotage, riot, civil disturbance, insurrection, epidemic, national emergency (whether in fact or law) or act of war (whether declared or not) or terrorism,
- requirement or restriction of or failure to act by any government, semi-governmental or judicial entity (other than a regulatory change),
- unavoidable accident,
- loss of supply of essential services including but not limited to electrical power, telecommunications, air conditioning and third party services,
- any Denial-of-Service Attack or other targeted network attack, or
- any other cause beyond our reasonable control,
as a consequence of which the relevant member of the Phoenix Group where relevant can no longer provide the Services for a given period.
Individual User means the Intermediary's employees, agents and/or subcontractors who have access to the Site(s).
Information means any and all information, literature and data (excluding Personal Data or Sensitive Personal Data) contained on the Site(s) being registered for and/or provided as part of the Services whether in paper or electronic for
Intermediary means the authorised firm named as such on the Intermediary’s agency account with us.
Intermediary Terms of Business means Standard Life intermediary terms of business INT60 (as updated from time to time) governing Standard Life International dac's relationship with the Intermediary;
Password means the single use password provided to each Individual User by us or any subsequent password chosen by an Individual User to access, together with the User ID, the Site(s) and the Services.
Product means any and all products offered by the Phoenix Group and any other products to be developed by the Phoenix Group and offered through the Site(s) from time to time.
Product Literature means the full terms and conditions and/or policy provisions that apply to each Product.
Prospective Client means an individual (including, where relevant, a trustee) who has:
- nominated the Intermediary to provide them with advice or for whom the Intermediary is acting as agent; and
- not signed an Application Form
Services means the provision of on-line services which are provided through the Site(s) including but not limited to access to the Information and any business activities which are conducted electronically, by the relevant members of the Phoenix Group.
Site(s) means: The following secure services and/or extranets which are provided by the Phoenix Group and which are accessed through Brokerzone
- Client View
- New Business Quotes;
- MyFolio Lookthrough Tool; (provided by the Standard Life Aberdeen Group)
- Risk Questionnaire;
- Fund Centre
- Apply Online
and such other secure services as the relevant member of Phoenix Group may notify the Intermediary of from time to time.
Standard Life means Standard Life International dac (company number 408507) and having its registered office at 90 St Stephen’s Green, Dublin 2. Standard Life International dac is part of the Phoenix Group and uses the Standard Life brand under licence from the Standard Life Aberdeen Group.
Phoenix Group means Phoenix Group Holdings plc (company number 11606773) having its registered address at Juxon House, 100 St Paul’s Churchyard, London EC4M 8BU, together with its subsidiaries, subsidiary undertakings and associated companies (whether direct or indirect) from time to time and a 'member' of the Phoenix Group shall be construed accordingly.
Standard Life Aberdeen Group means Standard Life Aberdeen plc (company number SC286832), having its registered office at 1 George Street, Edinburgh, EH2 2LL together with its subsidiaries, subsidiary undertakings and associated companies (whether direct or indirect) from time to time, and a ‘member’ of the Standard Life Aberdeen Group shall be construed accordingly.
Terms means the terms and conditions contained in this document.
Transaction Services means the services provided by the relevant members of the Phoenix Group where relevant from time to time enabling the purchase, sale and management of Products via any of our Site(s) offering transactional capability, or via the telephone. For the avoidance of doubt, the 'Transaction Services' will fall within the definition of 'Services'.
Ireland means the Republic of Ireland.
User ID means the user identification provided by us to enable Individual Users to access the Site(s) and the Services.
We, our or us means each member of the Phoenix Group accepting business from, or providing Services to, the Intermediary from time to time.
2 Intended audience and use
2.1 The Site(s) are for Intermediaries and Individual Users with a place of business in Ireland in relation to such Products as we may notify the Intermediary of from time to time.
3.1 In order to obtain access to the Services the Individual User must register with us, by submitting appropriate information and details to us.
3.2 Subject to the Central Bank Rules, we have full discretion to accept or to refuse to accept an application to gain access to the Site(s) and/or the Services. We reserve the right to reject the application without giving reasons for doing so.
3.3 The Intermediary is responsible for ensuring that the information and details submitted to us, and through use of the Services are true, accurate and complete in all material respects. The Intermediary and/or the Individual User must notify us as soon as reasonably possible if they become aware that any such information or details have changed.
3.4 The Intermediary will be responsible to the members of the Phoenix Group where relevant for the following:
- awareness of these Terms by each Individual User;
- compliance by each Individual User with these Terms;
- the Individual User's lawful use of the Site(s) and the Services;
- ensuring that any User ID and/or Password is not used to access the Site(s) or the Services by anyone except the relevant Individual User;
- that each Individual User is lawfully entitled, and has all the necessary approvals, to entitle such Individual Users to receive the Information and use the Services; and
- the agreement to such other terms and conditions in connection with the Individual Users' use of the Site(s) and the Services as may be required by us from time to time.
4 Security precautions
4.1 We will allocate a User ID and a single use Password to Individual Users at the Intermediary's request and the Individual Users will need to choose a new Password. Anyone who possesses this information will be able to access the Site(s) and the Services as that Individual User. This information must not:
- be written down and/or disclosed to anyone else;
- be recorded in such a way that it could be understood by anyone else and must not be stored on a computer to remember this automatically.
4.2 The Intermediary is responsible for access to the Site(s) and the Services and all instructions placed using the User ID and Password of any Individual Users. We will treat such instructions as genuine and carry them out, even if given in error, unless we have received prior notification of unauthorised use from the Intermediary and/or the Individual User.
4.3 Each User ID and Password is for a single Individual User only. Individual Users are not permitted to share their User ID and Password with any other person nor with multiple users on a network.
4.4 If an Individual User and/or the Intermediary believes that someone else knows of a User ID or Password or is accessing the Site(s) and the Services without permission, the Intermediary must ensure that the Individual User and/or the Intermediary changes the relevant User ID and/or Password using the on-line facility, or telephones us and tells us, immediately. If the Individual User and/or the Intermediary fails to do so, we will not be responsible for any loss suffered by the Intermediary, or any Client(s) and/or Prospective Client(s) as a result.
4.5 The Intermediary must notify us immediately if an Individual User ceases to be entitled to access the Information or use the Services and/or the Site(s) (for example if an Individual User ceases to be the Intermediary's employee, contractor or agent) or if their level of access needs to be changed. If we are instructed to transfer the Intermediary's client bank to another intermediary, we will transfer the relevant User IDs in relation to that client bank to the new intermediary unless notified otherwise in writing by the Intermediary or the new intermediary at the time of the transfer. For the avoidance of doubt, the new intermediary will take full responsibility in accordance with these Terms for use of the Site(s) and the Services by Individual Users registered under all of the relevant User IDs that have been transferred to the new intermediary with effect from the date of the transfer.
4.6 Where the Individual User makes use of a digital certificate (whether issued by us or a third party) in using the Services, the Intermediary must ensure that the Individual User treats the digital certificate with at least the same standards of security as those set out in these Terms in respect of User IDs and Passwords.
5 The Intermediary's relationship with us
5.1 The Intermediary will, and will ensure that its Individual Users, act lawfully, honestly and in a professional and diligent manner in their use of the Site(s) and the Services. The Intermediary will not, and will ensure that its Individual Users do not, act in a manner which could adversely affect our reputation.
5.2 The Intermediary must ensure that Individual Users make use of the Information and the Services solely for the Intermediary's purpose and will not make the Information and the Services available to third parties without our prior consent.
5.3 The Intermediary must ensure that Individual Users only access Information relating to the Intermediary or the Clients and/or Prospective Clients provided that the Individual User is an employee or agent of the Intermediary and has its authority to do so. It is an offence under Irish data protection law to access any Information by means of the Site(s) or the Services other than Information relating to the Clients and/or Prospective Clients after the Individual User has ceased to be an employee or an agent of the Intermediary, or his authority has been otherwise revoked by the Intermediary. If we have reason to believe that an attempt has been made to access any Information through the Services in breach of Irish data protection law, we may communicate this to the relevant members of the Phoenix Group and we may revoke the Individual User's access in accordance with sub-clause 5.5.
5.4 If we are not reasonably satisfied at any time that an instruction we receive has been adequately authenticated, we may refuse to accept it, without incurring responsibility or liability to the Intermediary or its Clients and/or Prospective Clients.
5.5 We may restrict or remove user access to any of the Site(s) and the Services at our reasonable discretion at any time. For example, this may be necessary for security reasons.
5.6 The Intermediary does not have authority to act on our behalf or as our agent or to bind or purport to bind us in any way.
5.7 The Intermediary is required to maintain sufficient insurance cover with a reputable insurance company in accordance with the relevant Central Bank Rules.
5.8 The Intermediary shall, and shall ensure that Individual Users, treat as confidential any confidential information which is obtained as a result of entering into or performing any obligations under these Terms. This clause is without prejudice to the provisions of any non-disclosure agreement between the Intermediary and us.
5.9 The Intermediary shall use Adviser Information strictly in accordance with the purpose for which it is intended. In particular, Adviser Information should not be passed to Clients and/or Prospective Clients or disclosed to third parties outside the Intermediary's organisation without our prior written consent.
5.10 We may from time to time put the Intermediary and Individual Users in touch with third parties, who can provide certain additional services. The Intermediary should take such precautions as it deems reasonable in connection with its relationship with such third parties (for instance, ensuring data is backed up where appropriate). It will be the Intermediary's decision as to whether or not it uses the services of these third parties, and we do not accept any responsibility or liability for the Intermediary's relationship with such third parties or any loss or damage arising from it.
5.11 We may provide the Intermediary and Individual Users with links to websites operated or owned by third parties outwith the Phoenix Group, which allow access and use of certain material and information. We do not have any control over such websites or the information contained on them, and do not accept any responsibility or liability in connection with access or use of them. We do not endorse, authorise or sponsor, nor are we affiliated to, such sites or their content, owners or providers, unless otherwise stated.
5.12 Cloud services - We have delegated certain of our Cloud services in respect of the data and information sent to third parties and we have satisfied and will continue to satisfy, ourselves that such third parties are competent to carry out these delegated functions. The Intermediary acknowledges and consents to the delegation by us of some or all of the Cloud services in respect of the Cloud services to such third parties as we may from time to time appoint. The Intermediary's contractual relationship will remain at all times with us.
5.13 The Intermediary must not perform, or permit any Individual Users to perform, any Denial-of-Service Attack on the Site(s).
5.14 The Intermediary must ensure that Individual Users do not:
- misuse the Site(s) by knowingly introducing computer viruses or any other material which is malicious or technologically harmful; or
- attempt to gain unauthorised access to the Site(s), the server on which the Site(s) are stored or any server, computer or database connected to the Site(s).
5.15 By breaching sub-clauses 5.13 and/or 5.14, the Intermediary would commit a criminal offence under the Criminal Justice (Theft and Fraud offences) Act 2001. We will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities and may disclose the Intermediary's identity to them. In the event of such a breach, the Intermediary's and the Individual Users' right to use the Site(s) will cease immediately and automatically without notice.
5.16 We will not be responsible for any loss or damage as a result of:
- any attack by a third party on our systems; or
- any computer virus or any other malicious or technologically harmful material that may infect the Intermediary's computer equipment, computer programs, data or other proprietary material due to use of the Site(s), or due to downloading of any material posted on the Site(s), or on any website linked to them.
6 Liability and indemnity
6. 1 Subject to 6.8, the Phoenix Group and the Intermediary are both responsible for complying with the Central Bank Rules and all relevant laws and applicable regulations relating to the Site(s) and the Services, and undertake to each other to do so at all times.
6.2 The Phoenix Group and the Intermediary both agree to co-operate with each other in connection with the application of the Central Bank Rules and any relevant laws and regulations in relation to the Site(s) and/or Services.
6.3 The Phoenix Group does not guarantee that the Site(s) and the Services can be accessed at all times during Irish hours of business stated on the Site(s) which are being registered for or as indicated by the Phoenix Group. The Site(s) and the Services may be temporarily unavailable or restricted for administrative or other reasons. If this happens the Phoenix Group will endeavour to restore access to the Site(s) and availability of the Services as quickly as possible.
6.4 The Phoenix Group does not guarantee that the Site(s) or the Services will be available outside Ireland, that accessing or using the Site(s) and the Services in any jurisdiction outside Ireland is compliant with local laws or regulations or that the Information can be legitimately used or accessed outside Ireland. The Phoenix Group will not be liable for any loss or damage arising out of or in connection with such use or access, or out of the unavailability of the Site(s), the Services or the Information outside Ireland.
6.5 Nothing in these Terms will exclude or limit the liability of the Phoenix Group for death or personal injury which has been caused as a result of the negligence, fraud, fraudulent misrepresentation, or wilful default of the Phoenix Group or for any other liability which the Phoenix Group is not permitted to limit or exclude by law. However, and subject to the foregoing sentence, the Phoenix Group will only be liable to the Intermediary for losses the Intermediary suffers to the extent that these arise directly as a result of the negligence, fraud or wilful default of the Phoenix Group in relation to the Site(s) and/or Services.
6.6 Subject to sub-clause 6.5, the Phoenix Group does not any liability for any costs, losses or damages resulting from or related to the availability or content of the Information and use of the Services in respect of persons who are nominees or trustees for citizens, residents or nationals of other countries.
6.7 Subject to sub-clause 6.5, the Phoenix Group will use reasonable endeavours to ensure that all the Information they provide is accurate, current and complies with relevant Irish laws and regulations as at the time of issue. However, the Phoenix Group cannot guarantee that this will be the case.
6.8 The Phoenix Group does not accept liability or responsibility for any Information that the Phoenix Group does not produce directly. For example, this may be out of our control where the Phoenix Group and are reliant on a third party to provide accurate Information. Although carefully verified, data computations which are not made by the Phoenix Group are not guaranteed by the members of the Phoenix Group where relevant and may not be complete or accurate.
7 Availability of the Information, Services and the Site(s)
7.1 From time to time we may change the content, presentation, performance, facilities, the availability of any part of the Information, the Services, the Site(s), and the way in which any of these are provided. We will always use our reasonable endeavours to provide the Intermediary with as much advance notice as possible of any changes which are material or substantial.
8 Transaction Services
8.1 We have delegated certain of our administrative and custodial services in respect of the Transaction Services to third parties and we have satisfied and will continue to satisfy, ourselves that such third parties are competent to carry out these delegated functions. The Intermediary acknowledges and consents to the delegation by us of some or all of the administrative and custodial services in respect of the Transaction Services to such third parties as the members of the Phoenix Group may from time to time appoint, and undertake to co-operate fully with all such third parties. The Intermediary's contractual relationship will remain at all times with the relevant member of the Phoenix Group.
8.2 The Intermediary will be responsible for:
- sending us Clients' and/or Prospective Clients' applications for any Products;
- undertaking the necessary 'Know Your Customer' checks as required by the Central Bank and other relevant industry bodies from time to time. These include but are not limited to source of wealth and money laundering checks;
- providing us with any instructions, notifications or information required under the Product Literature in good time; and
- obtaining and retaining a signed declaration from Clients (prior to completing and submitting a product application form using Apply Online) indicating the Client’s consent for the Intermediary to complete the application form on their behalf and agreeing to be bound by the product terms and conditions.
8.3 We will, on request, supply the Intermediary with copies of any document which it reasonably requires to carry out its obligations under these Terms.
8.4 The Intermediary shall, when requested, provide us with a statement of:
- its Central Bank or other relevant regulatory body firm reference number;
- confirmation of whether the Intermediary is or is not authorised to hold a client’s money; and
- the notifications required under the Anti-Money Laundering legislation.
8.5 The Intermediary shall pass to Clients and/or Prospective Clients immediately, and without any amendment, all documents supplied or made available to it by us for the information of, or for completion by, Clients and/or Prospective Clients. Where any such document is to be returned to us, the Intermediary shall return it to us as soon as reasonably possible after it is completed by the Client and/or Prospective Clients.
8.6 The Intermediary acts on behalf of and as agent for Clients and Prospective Clients. We will presume that the Intermediary acts on behalf of and as agent for Clients and Prospective Clients (including for the purposes of passing instructions to us) unless and until we are advised in writing otherwise. The Intermediary is responsible for and must ensure that all necessary documentation and/or forms are completed to establish and carry out transactions for Clients.
8.7 The Intermediary will act promptly and strictly in accordance with the instructions it receives from and on the full authority of Clients and/or Prospective Clients. The Intermediary is responsible for ensuring that such instructions and authority are relevant, appropriate and authorise the Intermediary to transact on behalf of Clients, for each and every transaction that is carried out. The Intermediary must at all times comply with its obligations under the Central Bank Rules and any relevant rules and regulations in relation to such instructions.
8.8 The Intermediary must notify us immediately if it becomes aware that any instruction or transaction is not recognised or is or may be incorrect.
8.9 The Intermediary is responsible for ensuring that any Products and/or investments provided to Clients through the Site(s) are suitable for Clients.
8.10 The Intermediary is solely responsible for advising its Clients and Prospective Clients, including in relation to the Transaction Services and for advising upon or managing its Clients' and/or Prospective Clients' portfolio of Products and/or investments.
9 Changes to these Terms
9.1 From time to time, we may alter these Terms, for example due to changes in legislation, new industry regulations or system improvement, without prior notice. We also reserve the right to change the access requirements of the Site(s) without prior notice where this change reflects best practice. Any changes to the Terms will be made by updating this page. You should revisit this page regularly to ensure that you have seen and are aware of the current Terms, as they are binding on you.
10.1 We may communicate in a number of different ways including post, email, certain forms of electronic messages and fax. Please note that we do not accept communications by SMS message.
10.2 We are entitled to rely on any communications which the Intermediary and Individual Users send and which we receive.
10.3 If the Intermediary and/or the Individual User chooses to send emails to us, the Intermediary and/or the Individual User does so at the Intermediary's own risk because there can be no guarantee that we will receive any email that is sent to us, or that the content of the email will remain private or unaltered during its transmission to us. We will accept no liability for any loss or damage the Intermediary or the Client and/or the Prospective Client may suffer as a result of this. If this causes concern, the Intermediary and/or the Individual User may prefer to contact us by telephone or post.
10.4 We virus scan all emails but will not be responsible for any damage caused by a virus or alteration by a third party after it is sent. We recommend that the Intermediary employs reasonable virus detection and protection measures when accessing emails sent from us.
11 Use of Personal Data and Intellectual Property
11.2 In accordance with Irish data protection law, we may process, transfer and disclose the Individual User’s and the Intermediary's Personal and/or Sensitive Personal Data, and that of its Clients or Prospective Clients, for the purposes of:
- providing the Services, managing accounts and complying with instructions;
- verifying identity and taking credit decisions;
- detecting and preventing fraud;
- complying with laws and public duties;
- monitoring and/or recording telephone calls and electronic transactions in order to carry out instructions accurately, to assist in improving the Services and in the interests of security and crime prevention; and
- analysis in order to assess and improve the Phoenix Group's business and the services it offers.
11.3 The Intermediary and the Individual User agrees that we may share its Personal and/or Sensitive Personal Data and, subject to the following paragraph, that of its Clients and Prospective Clients:
- with companies within the Phoenix Group, with appropriate regulatory authorities including the Central Bank; or
- as required by any applicable laws or regulations.
11.4 The Intermediary warrants, represents and undertakes to us that, prior to communicating a Client's or a Prospective Client's Personal and/or Sensitive Personal Data, through any application form or otherwise, the Intermediary will:
- fully explain to Clients and Prospective Clients that such data may be used in the manner specified in this clause 11; and
- obtain Clients' and Prospective Clients' explicit consent to this.
11.5 We will not sell, rent or trade Personal Data or Sensitive Personal Data to a company outside those described without the Intermediary's permission or where relevant the permission of the Client or Prospective Client.
11.6 We or our service providers and sub-contractors may transfer or process the Intermediary's/Individual User’s Personal and/or Sensitive Personal Data, or that of its Clients or Prospective Clients, outside the European Economic Area to other countries that may not offer the same level of data protection as Ireland. This may involve the transfer of such data by electronic media including the internet. Where such data is transferred outside of Ireland, we will ensure that the recipient agrees to keep the data confidential and hold it securely in accordance with the requirements of Irish data protection law.
11.7 The Intermediary acknowledges that we are and will remain Data Processors of a Prospective Client's Personal Data and Sensitive Personal Data until such time as the Prospective Client becomes a Client. We will, in relation to the Personal and/or Sensitive Personal Data of a Prospective Client:
- ensure that appropriate technical and organisational security measures are taken against unauthorised or unlawful processing and against accidental or unlawful loss, alteration or destruction, or damage or access, and against all other unlawful forms of processing of such data;
- keep such data fully protected by means of passwords and other access restrictions;
- not disclose or allow access to any such data other than to persons engaged in the provision of the Site(s) and the Services and that on a "need to know" basis only; and
- act only on the Intermediary's instructions in relation to the processing of any such data in respect of which the Intermediary is the Data Controller.
11.8 We and the Intermediary will be the Data Controllers in relation to that Client's Personal Data and Sensitive Personal Data.
11.9 For the avoidance of doubt, in the event that an Individual User customises any of the pages of the Site(s), the intellectual property rights in such customised pages shall belong to the Phoenix Group.
12.1 Either party may terminate these Terms by giving 30 days' written notice in accordance with clause 14 to the other party.
12.2 In the event that any one party:
- is in material breach of these Terms, where such material breach is not capable of being remedied;
- ceases to hold any authorisations, permits or approvals relevant to the Services;
- ceases, or threatens to cease to carry on its business; or
- is unable to pay its debts as they fall due, or a petition is presented or meeting convened for the purpose of winding up its business (except a voluntary winding up for purposes of reconstruction or amalgamation on terms previously approved in writing by us), or compounds with its creditors generally, or has a receiver, administrative receiver or administrator appointed for all or any part of its assets, or takes or suffers any similar action in consequence of debt,
the other party may terminate these Terms immediately by serving notice to this effect, in accordance with clause 14.
12.3 In the case of material breach of these Terms by any one party, if this is capable of remedy the party not in breach may require it to be remedied within 10 working days by serving a request on the party in breach to this effect. In the event that such material breach has not been remedied in accordance with such request, the party not in breach may then serve notice terminating these Terms with immediate effect.
12.4 In addition, the Phoenix Group may end the relationship with the Intermediary if in the reasonable opinion of the Phoenix Group, Individual Users and/or the Intermediary are in breach of any generally accepted guidelines on internet usage and etiquette.
12.5 These Terms will end automatically in the event that the Intermediary's relationship under the Intermediary Terms of Business is brought to an end.
12.6 Termination of our relationship will not affect any accrued rights or liabilities of either of parties under these Terms.
12.7 In the event of termination (for any reason):
- access or use the Site(s), the Services and the Information under these Terms shall automatically terminate without notice; and
- where we ask the Intermediary to do so, it shall return to us all correspondence, documents and other information provided by us (or any of our representatives) which may be in the Intermediary's possession or control. To avoid any doubt, this sub-clause 12.7 does not apply to Individual Users' Personal Data or Sensitive Personal Data, or that of any Client or Prospective Client, or any information which the Intermediary is required to hold for legal or regulatory reasons.
13 Force Majeure
13.1 The performance of our obligations under these Terms may be interrupted and will be excused by the occurrence of a Force Majeure Event affecting us or any of our sub-contractors.
14.1 The notices that each party is required to serve on the other under these Terms must be in writing and can be served either by email, by posting the notice clearly on our Site(s), or by post to the last notified address of the party.
14.2 If a notice is served by email, it will be deemed to be delivered on the day it was sent provided no non-delivery message is received by the sender.
14.3 If a notice is served by post, it will be deemed delivered 48 hours after posting.
15.1 With respect to the Intermediary's and Individual Users' use of the Site(s) and/or the Services if there is an inconsistency between these Terms and the Intermediary Terms of Business, these Terms will prevail.
15.2 Neither the Services nor the Information shall be deemed to constitute an offer or solicitation to sell investments in any jurisdiction.
15.3 If either party fails to exercise any right or remedy under these Terms, this will not prevent them from doing so at any time in the future.
15.4 The words "including" or "include" and words of similar effect will not be deemed to limit the general effect of the words which follow them.
15.5 To avoid doubt, we may delegate or subcontract all or any part of our obligations under these Terms and the provision of the Services at any time provided that this will not be materially detrimental to the Intermediary. In addition, we may transfer our rights and obligations under these Terms to another member of the Phoenix Group from time to time provided that this will not be materially detrimental to the Intermediary. We will give the Intermediary as much notice of any such transfer as we can.
15.6 The Intermediary will not be entitled to assign or sub-contract any of its rights or obligations under these Terms without the prior written consent of a member of the Phoenix Group not to be unreasonably withheld or delayed.
15.7 Each provision of these Terms will be construed separately and in the event that any such provision may prove to be illegal or unenforceable the remaining provision of these Terms will continue in full force and effect.
15.8 The headings to clauses will not form part of these Terms and will not affect the interpretation of any clause.
15.9 All duties of non-disclosure, disclaimers, indemnities and exclusions contained within these Terms will survive termination.
15.10 Each member of the Phoenix Group shall be entitled to recover any loss suffered by it and generally to enforce these Terms and conditions in its own right.
16 Governing Law
16.1 These Terms will be governed by Irish law. The parties submit to the non-exclusive jurisdiction of the courts of Ireland.
The price of securities, units, funds and the income derived from them can go down as well as up, with the result that investors may not get back sums that they have invested. Past performance of investments is not necessarily a guide to future performance. Where the information supplied under these Terms consists of pricing or performance data, the data contained therein has been obtained from sources believed to be reliable. Although carefully verified, the completeness and accuracy of data computations are not guaranteed by the members of the Phoenix Group, unless the data computation was carried out by such members of the Phoenix Group. We do not provide investment advice or tax advice to the Intermediary or Clients or Prospective Clients through these Services. The Intermediary is responsible for any advice which is given to Clients and Prospective Clients and for any decisions and actions relating to the buying, selling or holding of investments by or on behalf of Clients.