Terms and conditions

Disclaimers

Information only: Materials and articles are provided for informational purposes and are not financial, legal, tax, accounting or other advice. The topics covered in articles can be complex and do not substitute the need for financial, legal, accounting, tax and other advice before making any decisions or taking any action based on information in articles. They relate only to the United Kingdom and may not always be the most current or up-to-date and may be changed or updated without notice. You should not act upon this information without seeking advice from a financial adviser and/or any other relevant professional adviser.

No Warranties: This web site, and all information publicly available on it, is provided “as is.” Zurich Assurance Ltd (“ZAL”) whose details are below, makes no warranties, representations or claims of any kind concerning the information.

No endorsement: : ZAL does not endorse any company, product, fund, service, venture or individual featured, mentioned or advertised. Likewise, except where stated, other contributors do not formally endorse any products or services provided by ZAL or any other company in the Zurich Group (Zurich companies). All statements, views, opinions, facts, figures and commentary provided by contributors to articles are those of the contributors alone and are provided as of the date made and with respect to future events, are subject to risks and uncertainties. Actual results may differ from those expressed.

Limitation of Liability: Use of this web site and information in articles is at your own risk. To the fullest extent permitted by law, no Zurich companies are responsible for any errors, or omissions in the content of this site, including in any statements, views, opinions, facts, figures, commentary or any other material in articles provided by contributors, or for loss arising from its use or performance, or for the results of any actions or lack of action taken on the basis of information provided in articles.

Terms and conditions

Introduction

The following constitutes the terms and conditions under which ZAL offers the information, services and facilities of this site for use by authorised Intermediaries (as defined below). You should ensure that you have read everything in full and understood it.

If you do not agree to any of the terms & conditions you must not use the site. In consideration of your acceptance, ZAL makes the services and facilities of this site, as described below in clause 6, available for your use.

These terms and conditions may be changed at ZAL's absolute discretion from time to time so you should reread this section each time you use the site. English law shall govern these terms and conditions and any dispute shall be resolved under the exclusive jurisdiction of the English courts.

About ZAL

Zurich Assurance Ltd is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

Registered in England and Wales under company number 02456671. Registered Office: Unity Place, 1 Carfax Close, Swindon, SN1 1AP.

Electronic Services Agreement between ZAL and the Intermediary

You should carefully read the following terms and conditions. By registering for and using this site you agree to be bound by these terms and conditions. If you are part of a firm or corporate entity you are accepting these terms and conditions on behalf of that firm or corporate entity and you warrant that you have the authority to do so.

1. Definitions and Interpretation

The term "Agreement" shall mean this agreement, together with the attached Schedule, as may be amended from time to time in accordance with Clause 23. The meanings of the defined terms in this Agreement are as set out in Part 1 of the Schedule.

The terms “authorised Intermediaries”, “Intermediary” and “ZAL Intermediaries” includes intermediaries who have entered into ZAL terms of business.

2. Term

This Agreement will commence on the Commencement Date and remain in force until terminated in accordance with the provisions under this Agreement.

3. Registration

3.1 To register with the Site, (whether to apply for Level One Access or Level Two Access), the User shall complete and submit an online registration form in the form required by ZAL. The User must provide details requested in the mandatory fields to allow ZAL to process its registration and confirm its identity. A valid FCA Authorisation number and agency code(s) must be entered if Level Two Access is required.

3.2 ZAL will allow access to the Site using Unipass Certificates or user IDs and passwords. The Unipass Certificate must first be registered with ZAL by completing and submitting the UNIPASS client certificate registration form.

3.3 As part of the registration process, if a User is not using a Unipass Certificate then that User is required to select a user ID and password for the purposes of gaining access to the Site in accordance with Clause 4. The user ID and password is unique to each User and the Intermediary shall ensure that it is not issued to any other person. The Intermediary shall ensure that any delegation of access rights permitted by ZAL to be granted by a User shall be granted by the User to an employee of the Intermediary, who is, in the Intermediary’s reasonable opinion, a fit and proper person to exercise such delegated access rights. The Intermediary shall ensure that all persons exercising access rights are authorised or exempt persons as defined in the Financial Services and Markets Act 2000 and are permitted to conduct the types of business facilitated by use of the Services.

3.4 In the event that a User is granted Level Two Access by ZAL and such User is not using a Unipass Certificate then ZAL shall issue the Intermediary with an activation code (“Level Two Activation Code”) which the User must enter prior to its initial use of the Services offered pursuant to Level Two Access. The User must enter its Level Two Activation Code within 28 days of the issue of the code by ZAL. If the Level Two Activation Code is not entered within this timescale then that User’s Level Two Access rights shall be withdrawn.

As part of the validation process ZAL will advise the Intermediary of the agency code(s) to which the User is being granted access on behalf of the Intermediary. By the User using the activation code the Intermediary agrees that the User can be granted access to the agency code(s) listed and any other agency code(s) held by ZAL for the Intermediary now and in the future.

3.5 Following successful completion of the registration process ZAL may periodically notify the Intermediary in writing to confirm the identity of all Users and the level of User Access that such Users have been granted (“Access Confirmation”). In the event that the Intermediary receives Access Confirmation from ZAL and the Intermediary does not wish a User to be continue with the level of User Access by ZAL then the Intermediary shall inform ZAL in writing of such objection within 7 Working Days of receipt of the Access Confirmation and ZAL shall implement such request as soon as is reasonably practicable.

4. User Access

4.1 A User will only be permitted to gain access to the Site if the Intermediary holds a valid, non-expired and non-revoked Unipass Certificate or the User can provide a valid user ID and password. Users with the aforementioned access tools may be granted Level One Access or Level Two Access (as applicable) by ZAL upon completion of the registration requirements set out in Clause 3 ("User Access").

4.2 The Intermediary shall, and will procure that each User shall:

(a) only access the Site using the appropriate User Access;

(b) employ the User Access solely for the purpose of accessing the Site to use the Services in accordance with this Agreement and not attempt to gain unauthorised access to ZAL's computer system;

(c) keep all relevant information and processes in respect of the User Access confidential and not divulge such information and processes to any third party;

(d) store all relevant information concerning the User Access securely; and

(e) inform ZAL immediately on becoming aware of any unauthorised access to the Site or anything amounting to breach of security, including compromise of any information concerning the User Access.

4.3 The Intermediary will be responsible for ensuring that only permitted individuals access the Site and use the Services. The Intermediary will be liable for any and all acts or omissions resulting from the use of the User Access by any of its Users, including Users whose permission to use the Site and/or the Services has been withdrawn or suspended for whatever reason.

4.4 For the avoidance of doubt, the obligations under Clause 4.1 shall not affect any administration services or guidelines with which the Intermediary or a User is required to comply under any contract with a third party provider of the User Access.

4.5 Where a User is accessing the Site ZAL will check that the access rights of the Intermediary to the Site have not been revoked or suspended and will not permit a User to access and use the Site where the Intermediary's access has been revoked or suspended.

5. The System Standards

Intermediary Obligations

5.1 The Intermediary System will be secure, robust and reliable. The Intermediary warrants that the Intermediary System will be maintained, secured and operated to a standard reasonably considered appropriate for a system used to connect to or access the Site and the Services.

5.2 The physical infrastructure used for the communication of Data for the Services is the public Internet and Users should have or obtain a suitable connection to the Internet for this purpose.

6. The Services

6.1 ZAL will provide the Quote Services, New Business Services and Plan enquiry Services from the date of completion of ZAL Registration.

6.2 The Intermediary acknowledges and agrees:

6.2.1 that ZAL may have entered into a commission sharing arrangement with an Authorised Firm and that the Intermediary who has ZAL Terms of Business will check with the Authorised Firm whether such an arrangement is in place and if it is, the Intermediary who has ZAL Terms of Business shall direct any commission disputes relating to commission sharing to the Authorised Firm;

6.2.2 where a commission sharing arrangement referred to in clause 6.2.1 above is in place, ZAL’s obligation to pay commission to the Authorised Firm and the Intermediary shall be fully discharged on payment of the commission under the commission sharing arrangement;

6.2.3 that Tracking Services and Commission Services will not be available as at the Commencement Date. ZAL will notify the Intermediary of the commencement of those Services once they become available.

6.3 ZAL will provide the Services to the Intermediary in accordance with this Agreement unless and until this Agreement is terminated or in respect of any individual service forming part of the Services, until that service is withdrawn by ZAL (for whatever reason).

6.4 The Intermediary undertakes to ZAL to access and use, and procure that each User accesses and uses, the Services in accordance with the terms of this Agreement and any reasonable instructions given by ZAL from time to time.

6.5 The Intermediary will be responsible for ensuring that it has all the necessary computer hardware, software, modems, connections and other items required for access to and use of the Site and the Services by the Intermediary and its Users.

6.6 ZAL shall not be responsible for any delays or failure to perform its obligations under this Agreement to the extent that they result from any failure by the Intermediary to provide such assistance as may reasonably be required from the Intermediary by ZAL under this Agreement in order to enable ZAL to carry out its obligations under this Agreement.

6.7 Where ZAL wishes to provide additional services to the Intermediary within the scope of this Agreement, these shall be added to the Agreement in accordance with Clause 23.

6.8 ZAL reserves the right to update, improve or change the Services at its sole discretion. Where these amendments are made, ZAL will amend the Agreement in accordance with Clause 23. The amended version of the Service shall become the current release of the Service and only the current release will at any time be available for use by the Intermediary.

6.9 ZAL reserves the right to immediately suspend or terminate the Intermediary's right to access the Site and/or use the Services where the Intermediary uses the Site, the Services or ZAL System for any purpose not expressly contemplated or permitted by this Agreement.

6.10 Where necessary ZAL shall provide information concerning the conduct of the Intermediary’s commission accounts, to the ELIXIR Intelligence database as amended from time to time and reserves the right to share such information with other similar databases. ZAL shall do so in order to comply with its regulatory and legal obligations, for risk management, business administration and debt recovery purposes and for the detection and prevention of fraud.

Access

6.11 ZAL shall use reasonable endeavours to maintain access to the Site and the Services between 8.00 am - 8.00 pm but may temporarily suspend access to all or part of the Site and/or Services for operational reasons. Prior to suspending access for this reason, where possible, ZAL will notify the Intermediary by posting notice of this to the Site or by other means as appropriate.

6.12 ZAL makes no warranties as to the availability or accessibility of the Site or the Services and accepts no liability for any direct, indirect, ordinary, special or consequential damage or loss arising out of or in connection with, the use or inability to use the Site or the Services.

Authentication

6.13 In respect of the Services, ZAL will Authenticate the Intermediary by checking that the Intermediary has a valid FCA authorisation number and checking this against the Intermediary firm postcode and agency reference number.

Access to Customer Information

6.14 The Intermediary acknowledges that, in the event that a User partially or fully completes a Quote or Application on behalf of a Customer whether or not such a Quote or Application is formally completed and submitted to ZAL ("Pending Application"), ZAL shall be entitled to access the Data solely in order to compile management information or to resolve any problems in relation to the operation of the Site and / or the Services.

7. Data Input

7.1 The Intermediary undertakes to and procures that its Users will use Data Inputs in accordance with the terms of this Agreement for the purposes of:

(a) submitting enquiries as part of the Plan enquiry Services;

(b) submitting enquiries as part of the Tracking Services (when available);

(d) requesting a Quote; and

(e) submitting an Application.

7.2 In order for a Data Input to be processed by ZAL it must be completed, submitted and Authenticated.

7.3 ZAL will cross-check that Terms of Business are currently in force with the Intermediary or, where the Intermediary is an Appointed Representative, with the Authorised Firm.

7.4 The Intermediary acknowledges that it is responsible for the Data Input and undertakes to and shall ensure that each User shall:

(a) use all due care and diligence when inputting data;

(b)check all information carefully before submitting it to ZAL.

7.5 The Intermediary is responsible for ensuring that all Data Inputs by its Users are legitimate and that the Data submitted is accurate.

7.6 The Intermediary shall comply with the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 and Joint Money Laundering Steering Group “Prevention of money laundering / combating the financing of terrorism” Guidance Notes for the UK Financial Sector (2020 Edition) (hereafter referred to as “JMLSG Guidance Notes 2020) (as may be amended from time to time) and such other requirements as ZAL may require in verifying (and obtaining the proof of) the identity of the Customer, third parties acting on behalf of the Customer, third party funders and any third parties to whom payments may be made and generally in order to comply with the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 and other regulations on money laundering.

7.7 The Intermediary shall ensure that it shall only submit Applications only where the required identities specified under sub-clause 7.6 above have been verified and it shall ensure that each Application shall be accompanied by a completed confirmation of verification of identity (CVI) certificate unless ZAL agrees to or requires other confirmation of identity and information as per the JMLSG Guidance Notes 2020.

7.8 Where electronic ID is used in relation to an Application, the Intermediary will ensure that confirmation that additional checks have been made in accordance with paragraphs 5.3.46 - 5.3.50 of the JMLSG Guidance Notes 2020 is provided.

7.9 Notwithstanding the provisions of sub-clauses 7.6 – 7.8 above ZAL shall be entitled to refuse to accept the use of pro forma confirmations and / or business from the Intermediary where ZAL (acting reasonably) determines that the Intermediary has inadequate anti-money laundering and “know your customer” controls in place.

7.10 The Intermediary undertakes that, on request from ZAL, ZAL shall be given access to the underlying source identification documentation. ZAL shall only be entitled to make such request when it is necessary for it to do so in order for ZAL to comply with regulatory or legal requirements.

8. Data Display

8.1 Data Displays will be created, displayed and Authenticated on the Site or displayed via electronic communication exchanges to be accessed on-screen by the User where requested by the Intermediary and where ZAL has agreed to such arrangement.

8.2 The User acknowledges that a Data Display may be:

(a) created and displayed to a User as a result of the User making a Data Input; or

(b) automatically generated and provided to the User at times determined by ZAL or agreed between the Parties.

ZAL Obligations

8.3 ZAL will provide a Data Display to the Intermediary in accordance with the terms of this Agreement.

8.4 Subject to 8.6 ZAL is responsible for ensuring that Data contained in any Data Display provided is accurate, subject to any relevant pending transactions not yet fully processed, and that there are no Errors in any Data Display which it generates.

8.5 Where a User is accessing the Services, ZAL shall be responsible for cross-checking that the Intermediary is recorded as the agent for the Customer who is the subject of the Data Display and is entitled to access and view the Data (including, without limitation, the details in respect of a particular Customer policy).

8.6 Where Data is provided and displayed via an electronic communication exchange ZAL shall not be responsible for Errors in the Data caused by the electronic communication exchange.

Intermediary Obligations

8.6 The Intermediary undertakes to ZAL:

(a) that where any part of a Data Display is disclosed to a Customer such disclosure shall be made subject to any notes from ZAL which are contained within the Data Display relating to the presentation or disclosure of that Data Display;

(b) to ensure that any Data Display or Data contained within a Data Display received by it is not disclosed to any person not authorised to access and view it: and

(i) not use or disclose the Data Display for any purpose whatsoever; and

(ii) promptly notify ZAL;

(d) ) not to use or permit the use of the Data Display for any purposes other than as may be required by the Intermediary in order to carry out its legitimate business.

8.7 Exclusions of Liability

Subject to ZAL's obligation under Clause 8.4, a Data Display is supplied by ZAL to the User on a "for information only" basis. ZAL shall use its reasonable endeavours to ensure the accuracy of any Data Display but does not warrant to the Intermediary that the Data Display (except where the Data Display is generated as a PDF version of a Quote), the Data contained within the Data Display or any part of it complies with any legal or regulatory requirements in relation to the presentation and/or the form of that Data, nor that the Data can be used legitimately outside the United Kingdom.

8.8 Transmissions

An electronic communication in the form of a Data Input or Data Display will be deemed to have been received at the time that it is displayed on the Site provided that no message indicating a failure to submit has been received by the sender.

9. Quotes

9.1 The Intermediary acknowledges that a Quote will be generated on the basis of the Data it submits to ZAL through a Data Input.

9.2 The Intermediary undertakes to request a new Quote where:

(a) a Quote is saved and retrieved at a date on or after the expiry of the Validity Period or

(b) there has been a change in the Customer's circumstances or details since the original Quote was generated as a Data display by ZAL.

9.3 The Intermediary undertakes to draw the expiry of the Validity Period (if any) of the Quote to the Customer's attention.

9.4 The Intermediary acknowledges that the use of a Quote to populate an Application will not discharge the Intermediary from fulfilling its obligations under Clause 10.

9.5 The Intermediary warrants to ZAL that where a Quote is disclosed to a Customer, such disclosure shall be made in the form in which the Quote is generated as a Data Display in PDF format. The Intermediary will not provide the Customer any other hard copy extracts of the Quote Data Display.

9.6 ZAL will provide a Quote in the form of a Data Display.

9.7 ZAL warrants to the Intermediary that where the Data Display of a Quote is generated in PDF format, the Quote is provided to the Intermediary in a form which is compliant with legal and regulatory requirements in relation to the presentation and/or form of the Quote in the United Kingdom. The warranty in this Clause 9.7 shall not apply in the event that the Intermediary amends the content or the format of the Quote in any way.

10. New Business Services

10.1 An Application may be submitted by completing and submitting the Application on the Site.

10.2 The Intermediary agrees to be diligent and sufficiently comprehensive in its enquires of the Customer.

10.3 The Intermediary acknowledges that it is responsible for ensuring the correct input of Data and shall use all due care and diligence when completing the Application and check all information carefully with the Customer before submitting the Application to ZAL.

10.4 The Intermediary is responsible for ensuring that all Applications submitted by its Users are legitimate.

10.5 ZAL cannot and does not accept any responsibility for late or corrupted Applications due to any viruses, delays or failures in transmission, failure of software or hardware or telecommunications networks, nor for any other circumstances beyond the control of ZAL.

11. Extranet Site

11.1 Use

The Intermediary undertakes to use the Site and to ensure that each of its Users uses the Site in accordance with the terms of this Agreement and not to use the Site, Services or Data for any illegal, offensive or defamatory purposes.

11.2 Links

Any links (be it a hypertext link or other referral device) made by ZAL from the Site to third party websites are designed to allow the Intermediary and its Users to access more information and are provided solely for the convenience of the Intermediary and its Users. ZAL gives no endorsement or approval of the accuracy or content contained in these third party websites. ZAL is not responsible for the content of these third party websites nor does ZAL have any liability in connection with any website which is linked to from the Site (including but not limited to, liability arising out of any allegation that the content of any such third party website infringes any law or the rights of any person or entity). The Intermediary and its Users may not frame the Site or link to any part of the Site without the prior written consent of ZAL.

11.3 Cookie Policy

Please refer to the Privacy and Cookie policy of the Zurich Intermediary website

12. Data

12.1 The Parties acknowledge and agree that all Intellectual Property Rights in the Data shall at all times remain with the Party from whom the Data originated, whether the Data is in human or machine-readable form. The Parties agree to comply with their respective obligations in this Clause 12 in respect of the use and protection of Data.

ZAL Obligations

12.2 ZAL shall at all times retain control of the keys necessary to decrypt any encrypted Data. Where the encrypted Data cannot be decrypted, ZAL will provide the Intermediary with a readable copy of the Data or provide the necessary key for decrypting the encrypted Data, at the request of the Intermediary.

12.3 In the event that the Intermediary is required to provide the key necessary to decrypt any encrypted Data to any party who is legally authorised to receive the key, ZAL shall provide such key immediately on receiving a request from the Intermediary to do so.

Collective Obligations

12.4 Each Party undertakes to the other Party not to copy, distribute or use the Data of the other Party, nor reproduce that Data in whole or in part, in any form (whether in hard copy, electronic or other) except as provided by this Agreement or as necessary for the Party to carry out its obligations under this Agreement.

12.5 Each Party shall bear responsibility for the back-up of its Data and protection against loss of Data. The Intermediary acknowledges ZAL is not responsible for the security of Data held or transmitted by any electronic communication exchange the Intermediary uses.

12.6 To the extent permitted by applicable law, neither Party makes any warranties or representations that any Data sent by it is free from computer viruses or other defects. Each Party acknowledges that it is responsible for taking its own precautions to ensure that all electronic communications, Data, programs and files received from the other Party are free from computer viruses or other defects.

12.7 Notwithstanding Clause 12.6, each Party:

(a) will take reasonable steps to prevent the introduction by its personnel of computer viruses into any electronic communication, programs and files sent to the other Party; and

(b) warrants and undertakes to the other Party that it will not wilfully introduce any viruses, worms, trojan horses or other contaminants including (without limitation) any code which will or may be used to access, modify, delete or damage any data, files or other computer programs used by the other Party, into any electronic communication between the Parties.

13. Site information

13.1 ZAL may from time to time display Site Information on its Products in the form of general information on the Site and make available application forms for these Products for Intermediaries to download and print on behalf of their Customers. The provision of a Product is subject to the full terms and conditions for that Product, copies of which are available from zigesupport@uk.zurich.com.

13.2 While ZAL shall take all reasonable steps to ensure that Site Information is accurate and current at the date of publication, ZAL cannot ultimately warrant the accuracy of the Site Information and cannot be held liable for any errors or omissions or for the Site Information becoming out of date.

13.3 ZAL makes no representations about the suitability of the Site Information for any purpose. The Intermediary should contact zigesupport@uk.zurich.com for information on specific circumstances and verification of the Site Information if the Intermediary wishes to rely on it. ZAL cannot be held liable for any use or reliance made of or put on Site Information by the Intermediary except as specifically agreed with ZAL in any further agreement made in writing.

13.4 Nothing contained in the Site should be construed as an offer or recommendation to buy or sell any investment. In providing the Site Information ZAL is not rendering any investment, legal, tax or other professional advice.

14. Third party suppliers

The Parties acknowledge that certain third-party providers of ancillary software or services (including, without limitation, the provider of the User Access and electronic communication exchanges), which may be used by ZAL, the Intermediary and/or the User in relation to the provision of the Services, may require an Intermediary and/or User to agree to additional terms for the use of such software or services by the Intermediary or any User. Such terms shall be without prejudice to the obligations and responsibilities of the Parties under this Agreement.

15. Warranties and disclaimers

15.1 Each of the Parties warrants to the other that it has the necessary rights to perform its obligations under this Agreement.

15.2 Each of the Parties warrants that it has full legal authority to enter into this Agreement.

15.3 ZAL represents and warrants to the Intermediary that:

(a) it shall provide the Services and perform all other obligations under this Agreement with reasonable skill and care; and

(b) it has full rights to grant the licences referred to in this Agreement free from all liens, claims encumbrances and other restrictions.

15.4 Where the Intermediary is not authorised in its own right under the FSMA, it warrants that it is an Appointed Representative. The Intermediary warrants that it will notify ZAL immediately on ceasing to be the Appointed Representative of the Authorised Firm, in which event the provisions of Clause 19.4 will apply.

16. Limitation of liability

16.1 The aggregate liability of each Party to the other Party arising out of breach of contract, or breach of any term of this Agreement, whether express or implied, or breach of any common law or statutory duty (including but not limited to any duty in relation to tort or delict) for any single event or series of connected events arising out of this Agreement shall not exceed fifteen thousand pounds (£15,000) sterling except that:

(a) this limitation of liability shall not apply to the liability of either Party to the other Party pursuant to Clause 18 (Data Protection); and

(b) the liability of any Party for breach of any obligations of confidence shall not be limited.

16.2 Except for a breach of Clause 18 (Data Protection), no Party shall be liable for any consequential, indirect or special losses, for loss of profits, business revenue, goodwill or anticipated savings suffered or incurred by the other Party as a result of any breach of any warranty contained in this Agreement or any of the provisions of this Agreement, regardless of whether the Party had been informed or had reason to know of the possibility of such loss.

16.3 Each of the Parties agrees that the other will not be liable to it under any circumstances for any consequences arising from Errors, lost Data, or lost or corrupted files as a result of its own failure to implement necessary backup or employ the Standards.

16.4 Nothing contained in this Agreement shall exclude or limit either Party’s liability for death or personal injury resulting from any act, omission or negligence of that Party or its officers, agents, employees or sub-contractors, or any other liability the exclusion of which is expressly prohibited by statute.

17. Intellectual property

17.1 Except as expressly provided in these terms and conditions, neither of the Parties shall acquire any proprietary rights, title or interest in or to any Intellectual Property Rights of the other Party or of any contributor to articles. Trademarks, product names, company names, fund names, service names, logos or photographic imagery/content used in articles are the property of the respective holder/owner and no permission or licence is granted to the Intermediary regarding the use of any such trademarks, products names, company names, fund names, service names, logos or photographic imagery/content. Any use may constitute an infringement of the holder/owners’ rights.

17.2 ZAL hereby grants a non-exclusive, non-transferable licence to the Intermediary to use the appropriate part of ZAL System as is necessary for it to access and use the Services.

18. Data Protection

18.1 In this Clause "Data Controller" and "Data Subject" shall have the meaning set out in the Data Protection Legislation.

18.2 Each of the Intermediary and ZAL acknowledges that it acts as a Data Controller in respect of any Customer Personal Data Processed by it, irrespective of ownership of the Intellectual Property Rights in Customer Personal Data. Each of the Intermediary and ZAL agrees that they are separately responsible for compliance with the Data Protection Legislation.

18.3 Each of ZAL and the Intermediary warrants that it has in place all necessary notifications including, without limitation, notification to the Information Commissioner’s Office and notifications to Data Subjects in respect of its Processing of Personal Data as required by the Data Protection Legislation.

18.4 The Intermediary shall ensure fair processing notices have been provided to their Customers (and/ or, as applicable, valid consents obtained) and are sufficient in scope and kept up-to-date in order to comply with the Data Protection Legislation, including but not limited to the requirements around ensuring that processing is fair and transparent, to enable the Parties to comply with this Agreement.

18.5 The Intermediary shall remain responsible for any electronic communication exchange the Intermediary and its Users elect to use to access the Data (including without limitation back-office service providers) and ZAL shall not be responsible for the acts and/or omissions of any such electronic communication exchange. The Intermediary shall indemnify ZAL in respect of any loss, claims, damages, costs and expenses ZAL may incur as a result of any third-party claims ZAL may be subject to in connection with the acts and/or omissions of any electronic communication exchange including without limitation any breach by the electronic communication provider of the Data Protection Legislation.

19. Termination

19.1 In addition to the other rights of termination set out in this Agreement, this Agreement may be terminated:

(a) by either Party immediately on giving written notice if the other Party commits any material breach of any provision of this Agreement which is not capable of remedy or if capable of remedy, fails to remedy the breach within thirty (30) Working Days of receiving notice specifying the breach and requiring it to be remedied; or

(b) by either Party immediately on giving written notice if the other ceases trading, or threatens to cease trading, or becomes apparently insolvent or has a trustee in sequestration appointed, combines with its creditors, or has a liquidator, receiver or administrator appointed over all or any of its assets other than for the purposes of a solvent amalgamation or reconstruction or undergoes any analogous act or proceeding under foreign law; or

(c) by ZAL with immediate effect on giving written notice to the Intermediary if there is a change of control (as defined in Section 574 of the Capital Allowances Act 2001) of the Intermediary to which ZAL reasonably objects; or

(d) by ZAL with immediate effect where either party to the Terms of Business has served notice to the other to terminate the Terms of Business; or

(e) by either Party on giving the other fourteen (14) days' written notice; or

(f) by ZAL with immediate effect in the event that the Intermediary uses any Data of ZAL in breach of this Agreement, or carries out any act or conducts itself in a manner which brings ZAL's name into disrepute or is otherwise detrimental to the reputation of, and goodwill in, ZAL's name; or

(g) by ZAL with immediate effect if the Intermediary’s authorisation has been revoked or suspended by the FCA; or

(h) by ZAL with immediate effect in the event of the charging or conviction of any director, employee or agent of the Intermediary of any criminal offence (other than a minor traffic offence) which in the reasonable opinion of ZAL has a material adverse effect on this Agreement.

19.2 ZAL will be entitled to withdraw any of the services provided under this Agreement at any time without prior notice to the Intermediary.

19.3 For the purposes of this Clause 19, a breach shall be capable of remedy if the other Party can comply with the provisions in question in all respects other than as to the time for performance.

19.4 Where the Intermediary is an Appointed Representative, ZAL will be entitled to terminate this Agreement with immediate effect on being notified that the Intermediary has ceased to be an Appointed Representative of the Authorised Firm.

20. Consequences of Termination

20.1 On termination of this Agreement, for whatever reason, the access rights of all Users to the Site and the Services will be withdrawn immediately.

20.2 Any termination of this Agreement, for whatever reason, shall be without prejudice to any other rights or remedies of either Party under this Agreement or at law and will not affect any accrued rights or liabilities of a Party at the date of termination, nor shall termination affect any rights or obligations of the Parties which are to be observed or performed after such termination including without limitation those warranties as set out in this Agreement.

20.3 Within ten (10) Working Days after the date of termination of this Agreement each Party will delete all copies of all software, materials or information, other than Data, belonging to the other Party except as otherwise permitted or required by this Agreement or Terms of Business, or to the extent that the Party is required to keep the information for the purposes of complying with any legislation including, without limitation, money laundering legislation and FSMA.

21. Audit and Audit Trail

21.1 During the term of this Agreement and for a period of twelve (12) months after the date of termination of this Agreement, the Intermediary will maintain accurate and up-to-date records, documentation and other similar materials, whether financial or otherwise, relating to this Agreement.

21.2 At the request of ZAL, the Intermediary shall promptly make available to ZAL, its internal and external auditors, representatives of the FCA or any third party appointed by ZAL (but no more than twice in any period of twelve (12) months for anyone other than representatives of the FCA), all information required by ZAL, such auditors or representatives relating to the Services at all reasonable times, and shall permit ZAL, such auditors or representatives, or any appointed third party, to inspect, review, verify and take copies of any associated records and documentation in the control or possession of the Intermediary.

21.3 The Intermediary agrees to provide such access to the Intermediary's premises and afford all reasonable assistance in good faith as may reasonably be required for the purposes of the inspection, review and verification under Clause 21.2.

21.4 ZAL shall ensure that any inspection or review under this Clause 21 which is undertaken on its instructions be undertaken, as far as reasonably possible, so as to minimise disruption to the Intermediary’s business, both generally and in relation to the provision of the Services.

21.5 Any inspection or review under this Clause 21 is for the sole benefit of ZAL and will not constitute a waiver or exclusion of any obligation on the Intermediary or of ZAL's rights and remedies under this Agreement.

21.6 The Intermediary's costs of any inspection or review under this Clause 21 shall be paid by the Intermediary. The Intermediary shall additionally bear the reasonable costs of ZAL of any inspection or review under this Clause 21 if the inspection or review finds any material errors or non-compliance on the part of the Intermediary, either with any statutory or regulatory requirements or with the terms of this Agreement. Except as provided in this Clause 21.6, ZAL's costs of any inspection or review shall be paid by ZAL.

21.7 Each Party acknowledges that it is advisable to retain its respective part of the Audit Trail for a minimum period of six (6) months. The Parties may produce and rely on any part of the Audit Trail and any Data Input or Data Display in its control to facilitate the resolution of any dispute which arises between the Parties out of or in connection with this Agreement. The Parties undertake to keep confidential any disclosed Audit Trail of the other Party and the Intellectual Property Rights in any part of the Audit Trail shall remain with the Party from which it originated.

22. Force Majeure

22.1 Notwithstanding anything else contained in this Agreement, neither Party shall be liable for any delay in or failure to perform its obligations under this Agreement (other than for payment of money) if such delay or failure is caused by an event of Force Majeure, provided that the Party promptly notifies the other Party in writing of the reasons for the delay or failure of the performance of its obligations.

22.2 If any such delay or failure referred to in Clause 22.1 continues for more than eight (8) weeks, either Party may terminate this Agreement immediately on giving notice in writing to the other Party, in which event neither Party shall be liable to the other by reason of such termination. Except for delays caused by the acts or omissions of the Party (in which event the rights and liabilities of the Parties shall be those conferred and imposed by the other terms of this Agreement and by law) any cost arising from such delay shall be borne by the Party incurring the same.

23. Amendment

23.1 ZAL reserves the right to vary the terms and conditions of any part of this Agreement by giving the Intermediary notice in writing. Any variation will take effect on the expiry of 30 days of notice being given to the Intermediary ("Variation Notice Period"). If the Intermediary does not agree to the variation, it will be entitled to terminate this Agreement immediately on giving ZAL notice in writing, provided that such termination notice is received by ZAL prior to the expiry of the Variation Notice Period. The Intermediary's continued use of the Services beyond the expiry date will be confirmation of acceptance of this Agreement as varied.

23.2 For the purposes of Clause 23.1, notice may be given to the Intermediary by posting the variation to the Site.

23.3 ZAL may give less than 30 days' notice of a variation where the variation is the result of legislative or regulatory requirements.

24. General

Assignment

24.1 Subject to Clause 24.2 below, neither ZAL nor the Intermediary is entitled to assign any of its rights and obligations arising under this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld or delayed.

24.2 ZAL shall be entitled to freely assign or otherwise transfer the entire benefit and burdens of this Agreement as a whole to any other company in the Zurich Group. ZAL may assign its rights under this Agreement (subject to the assumption by the assignee of all of ZAL’s obligations) without the prior written consent of the Intermediary to any company or other organisation to which ZAL has transferred all or substantially all of its assets under Part VII of FSMA or otherwise. The Intermediary undertakes to execute such documents necessary to effect any assignation referred to in this Clause 24.2.

Relationship of the Parties

24.3 Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employee and employer or principal and agent between the Parties. Neither Party is agent for the other, and neither Party has any authority to make any contract, whether expressly or by implication, in the name of the other Party, without that Party's prior written consent.

Waiver

24.4 Any failure to exercise or any delay in exercising a right or remedy provided by this Agreement or at law shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. A waiver of a breach of any of the terms of this Agreement shall not constitute a waiver of a subsequent breach of that term nor of any other breach and shall not affect the other terms of this Agreement.

Rights of Third Parties

24.5 Except as provided in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act. ZAL can amend or terminate this Agreement without the consent of the Zurich Group.

Severability

24.6 If at any time a provision of this Agreement is held by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not prejudice the remaining provisions of this Agreement which shall remain in full force and effect. If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid.

Entire Agreement

24.7 This Agreement, together with the documents referred to in it, sets out the entire agreement and understanding between the Parties in connection with the provision of the Services, and supersedes all previous agreements, negotiations, representations and undertakings between the Parties relating to the provision of the Services.

24.8 Each of the Parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy under this Agreement in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a warranty. The only remedy available to it under this Agreement for breach of the warranties shall be for breach of contract under the terms of this Agreement.

24.9 Nothing in this Clause 24.9 shall be construed as excluding or intending to exclude the liability of either party for fraudulent misrepresentation.

Notices

24.10 All notices to be given under this Agreement shall be in writing. Any notice shall be deemed to have been received: if delivered personally, at the time of delivery; if sent by post, on the expiry of forty eight (48) hours after posting and if sent by email or posted on the Site on the same Working Day if sent or posted before 5pm.

24.11 Notices given to ZAL may be given personally, by post or by email. Notices given personally or by post to ZAL shall be delivered to Zurich Assurance Ltd, PO Box 750, Swindon, SN38 1FA or such other address as may be notified from time to time. Notices given by email to ZAL shall be sent to zigesupport@uk.zurich.com

24.12 Notices given to the Intermediary and its Users shall, unless otherwise provided for in terms of this Agreement, be delivered by email to the email address provided on the registration form as part of ZAL Registration.

Law and jurisdiction

24.13 This Agreement is entered into in consideration of the mutual obligations assumed by the Parties under the terms of this Agreement.

24.14 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and the Parties hereby submit to the non-exclusive jurisdiction of English courts.

View the Schedule of Definitions referred to in the Agreement between Zurich Assurance Ltd and the Intermediary.