Ivanta Limited · Company No. 17180688
Terms and Conditions
We are Ivanta Limited, a company incorporated in England and Wales with Company Number 17180688 and registered office address of 24 Highcroft, Cherry Burton, Beverley, England, HU17 7SG (‘Ivanta’, ‘we’, ‘our’ or ‘us’) and we provide a SaaS-based product designed for financial advisers to automate and support the preparation of suitability reports (Software).
These terms and conditions (Terms) govern your access to and use of the Software during your Subscription. Please read these Terms carefully before agreeing to proceed with your Subscription.
Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 13. Please ensure you contact us if you want to cancel your Subscription.
Reading and Accepting These Terms
In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
By clicking the “I accept these Terms” button on our Software, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription or the company you represent and are acquiring the Subscription on behalf of (‘Client’, ‘you’ or ‘your’) and us.
We may change these Terms at any time by notifying you, and your continued use of the Software following such an update will represent an agreement by you to be bound by the Terms as amended.
Duration of Your Subscription
#2.1Free Trial Period
Ivanta will provide the Client with a free trial of the Software for 7 days from the date the Client first creates an account or is otherwise granted access to the Software (Free Trial Period).
At the time of creating an account or otherwise commencing the Free Trial Period, the Client must select the subscription plan and billing cycle that will apply if the Client does not cancel during the Free Trial Period. The available billing cycles may include monthly billing or annual billing.
During the Free Trial Period, the Client may cancel its subscription at any time through the cancellation function available in the Client’s account settings.
If the Client cancels during the Free Trial Period:
the Client will not be charged any Subscription Fees for the Software; and
the Client’s access to the Software will end at the expiry of the Free Trial Period, unless Ivanta elects to end access earlier.
If the Client does not cancel during the Free Trial Period, the Client’s subscription will automatically commence at the end of the Free Trial Period and the Client will be charged the applicable Subscription Fees for the subscription plan and billing cycle selected by the Client at account creation.
The Client is responsible for cancelling its subscription before the end of the Free Trial Period if it does not wish to be charged.
For the avoidance of doubt, these Terms apply during any Free Trial Period.
#2.2Subscription
Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 13.
Unless cancelled in accordance with these Terms, at the end of each Subscription Period your Subscription will automatically renew for a further period equal to the applicable billing cycle (Renewal Period).
If either party gives written cancellation notice before the end of the then-current Subscription Period or Renewal Period (Renewal Date), the Subscription will end on that Renewal Date and will not renew again.
If at any time the Client has 10 or more Users linked to its organisation, the Client will automatically move to the Enterprise subscription tier (Enterprise Tier) from the date that threshold is met. Any increase in Subscription Fees for the then-current Subscription Period may be charged on a pro-rated basis for the remainder of that period.
The Software
#3.1Scope of Software
The Software includes the hosted software platform and the Support described in these Terms.
Ivanta will use reasonable efforts to make the Software available and provide it materially in accordance with these Terms and applicable law.
#3.2Changes to the Software
(Enhancements and Customisations) Ivanta may from time to time in its absolute discretion install enhancements to the Software, where enhancements mean any upgraded, improved, modified or new versions of the Software (including any customisations made at the Client’s request).
#3.3Software Licence
#3.3.1During the Subscription, Ivanta Grants to the Client a Non-exclusive, Non-transferable Licence to Access and Use the Software in Accordance with These Terms.
#3.4Hosted Services
#3.4.1Ivanta Will Store Client Data Using a Third-party Hosting Service Selected by Ivanta (hosting Service), Subject to the Following Terms:
(hosting location) The Client acknowledges and agrees that Ivanta may host the Software via cloud-based services which use storage servers located in and potentially outside England and Wales.
(service quality) Ivanta will use reasonable efforts to select an appropriate hosting provider, but does not guarantee that the Hosting Service will be free from errors or defects or that Client Data will be accessible or available at all times.
(security) Ivanta will use reasonable efforts and appropriate technical and organisational measures to protect Client Data. However, to the maximum extent permitted by law, Ivanta does not guarantee that unauthorised use, destruction, loss, damage or alteration of Client Data will never occur, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(backups and disaster recovery) In the event Client Data is lost due to a system failure (e.g., a database or webserver crash), Ivanta cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.
#3.5Support Services
Ivanta will provide reasonable support to the Client during the Subscription for general queries relating to the use of the Software in accordance with this clause 3.5 (Support).
Support is provided through a consolidated support portal, which is automatically created for the Client upon set up of the Client's account with the Software, and the level and priority of Support provided will be determined by the Client's Subscription Tier from time to time.
The Client acknowledges and agrees that:
Ivanta does not offer any guaranteed response or resolution times for Support requests, and there is no service level agreement in respect of Support under these Terms;
Ivanta will take reasonable steps to provide Support where necessary during the Subscription;
the Client must first endeavour to resolve any issues with the Software internally and Ivanta will not assist with issues that are beyond its reasonable control; and
the Client is responsible for all internal administration and managing access, including storing back-up passwords and assisting its Personnel to access and use the Software.
#3.6Subcontracting
#3.6.1Ivanta May Subcontract Any Aspect of Providing the Software and the Client Hereby Consents to Such Subcontracting.
Client Obligations
#4.1General
#4.1.1The Client:
must provide Ivanta with all information and assistance reasonably required or requested by Ivanta to provide the Software.
agrees that it will not, by receiving or requesting the Software:
breach any applicable laws, rules or regulations (including any applicable privacy laws); or
infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.
#4.2Use of Software
#4.2.1The Client Must Not, and Must Not Encourage or Permit Any User or Any Third Party To, Without Ivanta’s Prior Written Approval:
upload or otherwise make available any information that the Client is not lawfully entitled to process, disclose or instruct Ivanta to process;
upload any harmful, discriminatory, defamatory, maliciously false implications, offensive, explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material to the Software;
upload any material that is owned or copyrighted by a third party;
make copies of the Software;
adapt, modify or tamper in any way with the Software;
remove or alter any copyright, trade mark or other notice on or forming part of the Software;
create derivative works from, translate or reproduce the Software;
publish or otherwise communicate the Software to the public, including by making it available online or sharing it with third parties;
sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software to any third party;
decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive its source code;
attempt to circumvent any technological protection mechanism or other security feature of the Software;
permit any person other than an authorised User to use or access the Software;
intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Software or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Software;
share its Software account information with any other person and that any use of its account by any other person is strictly prohibited. The Client, must immediately notify Ivanta of any unauthorised use of it or its User’s account, password or email, or any other breach or potential breach of the Software’s security;
use the Software for any purpose other than for the purpose for which it was designed, such as the User not using the Software in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; nor
act in any way that may harm Ivanta’s reputation or that of associated or interested parties or do anything at all contrary to the interests of Ivanta or the Software.
#4.3Client Data
#4.3.1By Providing or Posting Client Data, the Client Represents and Warrants That:
the Client is authorised to provide the Client Data;
the Client Data is accurate and true at the time it is provided;
the Client Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
the Client Data does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
the Client Data does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Software or any network or system; and
the Client Data does not breach or infringe any applicable laws.
Third Party Software and Terms
The Client acknowledges and agrees that third party terms and conditions (Third Party Terms) may apply to use of the Software.
The Client agrees to any Third Party Terms applicable to any third party goods and services that are used in providing the Software and Ivanta will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
Ivanta will use reasonable endeavours to notify the Client of Third Party Terms that apply to the Software, in which case:
the Client must immediately notify Ivanta in writing if it does not agree to such Third Party Terms; and
if Ivanta does not receive a notice in accordance with clause 5(c)(i), the Client will be taken to have accepted those Third Party Terms, and Ivanta will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
The Client acknowledges and agrees that if it does not agree to any Third Party Terms, this may affect Ivanta’s ability to meet any agreed schedules for delivering the Software.
#5.1Third Party Software
The Client acknowledges and agrees that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. Ivanta cannot guarantee that integration processes between the Software and other software programs or IT systems will be free from errors, defects or delay.
The Client agrees that Ivanta will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Software if the Client integrates it with third party software, or changes or augments the Software, including by making additions or changes to the Software code or by incorporating APIs into the Software.
If the Client adds third party software or software code to the Software, integrates the Software with third party software, or make any other changes to the Software, including the Software code (Client Software Changes), then:
the Client acknowledges and agrees that Client Software Changes can have adverse effects on the Software, including the Software;
the Client indemnifies Ivanta in relation to any loss or damage that arises in connection with the Client Software Changes;
Ivanta will not be liable for any failure in the Software, to the extent such failure is caused or contributed to by a User Software Change;
Ivanta may require the Client to change or remove Client Software Changes, at Ivanta’s discretion, and if Ivanta does so, the Client must act promptly;
Ivanta may suspend the Client’s access to the Software until the Client has changed or removed Client Software Changes; and/or
Ivanta may change or remove any Client Software Changes, in its absolute discretion. Ivanta will not be liable for loss of data or any other loss or damage the Client may suffer in relation to Ivanta’s amendment to, or removal of, any User Software Change.
Payment
#6.1Subscription Fees
You must pay subscription fees to us in the amounts specified on our Website, or as otherwise agreed in writing (Subscription Fees).
All Subscription Fees must be paid in advance and are non-refundable for change of mind.
Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription period (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Period thereafter.
If you select a monthly billing cycle, the Subscription Fees will be charged monthly in advance.
If you select an annual billing cycle:
you commit to a 12 month Subscription Period;
the Subscription Fees will be charged annually in advance; and
you are responsible for paying the Subscription Fees for the full 12 month Subscription Period.
You may add Users to your Subscription during a Subscription Period, and we may charge additional Subscription Fees for those Users on a pro-rated basis for the remainder of the then-current Subscription Period.
If you remove Users or reduce the number of Users during a Subscription Period, you will not be entitled to any refund, credit or reduction of the Subscription Fees payable for the then-current Subscription Period, unless otherwise agreed by us in writing or required by law.
#6.2Automatic Recurring Billing
Subject to clause 6.3:
Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 13.
While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an account.
By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.
#6.3Changes to Subscription Fees
#6.3.1We May, from Time to Time, Change Our Subscription Fees and Provide You with 10 Business Days’ Notice Prior to the Changes. During This Time, You Have the Opportunity to Cancel Your Subscription with Us.
#6.4Late Payments
#6.4.1We Reserve the Right to Suspend All or Part of the Software Indefinitely If You Fail to Pay Any Subscription Fees in Accordance with This Clause 6.
#6.5Online Payment Partner
We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect Subscription Fees.
You acknowledge agree that:
the processing of payments by the Online Payment Partner will be, in addition to these Terms, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found here: https://stripe.com/gb/legal/ssa.
you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and
We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.
Intellectual Property
#7.1Client Data
The Client grants to Ivanta (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Data solely to the extent reasonably required to provide the Software to the Client.
For the avoidance of doubt, the Client retains all right, title and interest (including all Intellectual Property Rights) in and to the Client Data, including any Intellectual Property Rights the Client owned prior to inputting such data into the Software, or which arise from the Client's input of data into the Software. Nothing in these Terms transfers ownership of the Client Data, or any of the Client's pre-existing Intellectual Property Rights, to Ivanta.
The Client:
warrants that Ivanta's use of Client Data as contemplated by these Terms will not infringe any third-party Intellectual Property Rights; and
indemnifies Ivanta from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement or other use of the Client Data in providing the Software.
#7.2Provider Ip
The Client will not under these Terms acquire Intellectual Property Rights in any Ivanta IP.
Ivanta grants to the Client a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use Ivanta IP to the extent required for the Client to use, enjoy the benefit of or exploit the Software.
All right, title and interest (including all Intellectual Property Rights) in and to any Developed IP shall, immediately upon creation, be assigned to, and Ivanta hereby assigns such right, title and interest to, the Client absolutely. Ivanta shall, at the Client's cost, promptly do all such things and execute all such documents as may reasonably be required to give effect to this assignment.
For the avoidance of doubt, the assignment at clause (c) applies only to Developed IP and does not extend to any templates, tools, model configurations, prompts, or other materials comprising the Software or Ivanta IP.
For the further avoidance of doubt, as between the Client and Ivanta, the Client owns all right, title and interest (including all Intellectual Property Rights) in and to each suitability report and other output generated by the Client's use of the Software. Nothing in this clause 7 transfers ownership of any such report to Ivanta, and this clause does not affect Ivanta's ownership of Ivanta IP, including the underlying artificial intelligence tools, models, templates and prompts used to generate such reports, which remain Ivanta IP at all times.
#7.3Definitions
#7.3.1For the Purposes of This Clause 8:
(Ivanta IP) means all materials owned or licensed by Ivanta that is not Developed IP, and any Intellectual Property Rights attaching to those materials, including without limitation the templates, tools, and other materials comprising the Software; and
(Developed IP) means any output generated by or through the Software that contains or incorporates Personal Data, generated from the Clients use of the Software.
Confidentiality and Restraint
#8.1Confidentiality
Except as contemplated by these Terms, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
This clause does not apply to:
information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);
information required to be disclosed by any law; or
information disclosed by a party to its subcontractors, employees or agents for the purposes of fulfilling its obligations under these Terms (Additional Disclosees).
#8.2Breach
#8.2.1If Either Party Becomes Aware of a Suspected or Actual Breach of This Clause 7.1 by That Party or an Additional Disclosee, That Party Will Immediately Notify the Other Party and Take Reasonable Steps Required to Prevent, Stop or Mitigate the Suspected or Actual Breach.
Privacy and Data Protection
#9.1Client Data
Words and phrases in this clause shall have the meaning given to them by applicable data protection and privacy laws, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and any other applicable data protection or privacy legislation in force from time to time, as amended, extended, re-enacted or consolidated, together the Data Protection Legislation. The terms controller, processor, process, processing, personal data, personal data breach, sub-processor and data subject shall have the meanings given to them under the Data Protection Legislation.
(Processor Status for Suitability Report Data) Notwithstanding any other provision of this clause 9, in respect of any personal data contained within Client Data that the Client submits to, or generates using, the Software for the purpose of preparing suitability reports (including personal data relating to the Client’s own clients), Ivanta processes that personal data solely as a processor acting on the Client’s documented instructions, and the Client is the controller of that personal data for the purposes of the Data Protection Legislation. The provisions of clause 9.2 and Schedule 1 apply to Ivanta’s processing of that personal data.
During and after the delivery of the Software, the Client acknowledges that Ivanta may process personal data for its own purposes and, in doing so, will act as an independent controller under the Data Protection Legislation. This includes, but is not limited to, processing personal data for the following purposes:
providing the Software;
managing Ivanta’s relationship with the Client and the Client’s representatives;
sending marketing materials, updates or other publications to the Client and the Client’s representatives, where permitted by law;
managing Ivanta’s business operations, administration, accounting, billing, insurance, risk management and compliance obligations;
processing personal data concerning other clients, contacts and third parties for Ivanta’s own business purposes;
processing and transferring personal data as necessary to effect a reorganisation, sale, merger or transfer of all or part of Ivanta’s business; and
sharing personal data with legal, professional, technical or other advisers, contractors, suppliers or service providers used by Ivanta in connection with its business or the provision of the Software.
The Client acknowledges and agrees that Ivanta may use independent contractors, third party suppliers and service providers for functions including data hosting, file storage, back-up, document management, billing, debt collection, IT support, administrative support, legal processing, document production, communications and similar functions.
Each party shall comply with its obligations under the Data Protection Legislation.
Privacy and data protection enquiries may be sent to privacy@ivanta.co.uk.
#9.2Third Party Data
During and after the delivery of the Software, there may be occasions where Ivanta processes personal data supplied by or on behalf of the Client, or otherwise processed in connection with the Software, on behalf of the Client as a processor. Where this occurs, such processing shall be governed by this clause 9.2 and Schedule 1 of these Terms.
The Client and Ivanta acknowledge that, in respect of any personal data processed by Ivanta on behalf of the Client under this clause 9.2, the Client is the controller and Ivanta is the processor.
The Client shall ensure that, before providing personal data to Ivanta or instructing Ivanta to process personal data, it has a lawful basis and all necessary rights, notices, consents and permissions required under the Data Protection Legislation.
Where Client Data includes special category personal data, including health or vulnerability information identified or extracted from meeting transcripts or other Client Data, the Client must ensure that the processing has an appropriate lawful basis under Article 6 of the UK GDPR and a valid condition under Article 9 of the UK GDPR (and any further condition required under the Data Protection Act 2018). Ivanta processes that data only on the Client’s documented instructions and does not determine the Client’s Article 9 condition.
The Client warrants that, in relation to any personal data, information or other data it provides or makes available to Ivanta in connection with these Terms and the Software (Third Party Data):
the Client has all necessary rights, licences, consents and permissions required to provide the Third Party Data to Ivanta and for Ivanta to provide the Software in respect of that Third Party Data;
the Client is not breaching any law by providing or making available the Third Party Data to Ivanta;
Ivanta will not breach any law by processing the Third Party Data in accordance with the Client’s instructions and these Terms;
the Client has notified Ivanta in writing of any restrictions applying to the use or processing of the Third Party Data; and
Ivanta will not breach any third party terms or obligations by providing the Software in relation to the Third Party Data in accordance with these Terms.
The Client shall indemnify and hold harmless Ivanta and its Personnel from and against any loss, liability, cost, claim, damage or expense, including reasonable legal costs, incurred or suffered as a result of the Client’s breach of this clause 9.2.
Ivanta shall, in relation to any personal data processed on behalf of the Client, use reasonable endeavours to:
process that personal data only on the Client’s documented written instructions, including as set out in these Terms, any applicable schedule or other written instruction agreed between the parties;
keep the personal data confidential;
ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage;
assist the Client, at the Client’s cost, insofar as reasonably possible, in responding to data subject requests and complying with the Client’s obligations under the Data Protection Legislation relating to security, breach notification, data protection impact assessments and consultations with supervisory authorities;
notify the Client without undue delay after becoming aware of a personal data breach affecting personal data processed by Ivanta on behalf of the Client;
at the Client’s written request, delete or return personal data processed on behalf of the Client following termination or expiry of the Client’s Subscription or these Terms, unless Ivanta is required or permitted by law to retain that personal data; and
maintain records and information reasonably necessary to demonstrate compliance with this clause 9.2 and, subject to reasonable notice and confidentiality obligations, allow for audits or inspections by the Client or the Client’s designated auditor to the extent required by the Data Protection Legislation.
#9.3Use of Sub-processors
The Client gives its prior authorisation and approval for Ivanta to appoint and use sub-processors to process personal data on behalf of the Client in connection with the Software.
Ivanta may appoint sub-processors, including independent contractors, third party suppliers and service providers, for functions including:
data hosting and cloud infrastructure;
file storage, back-up and disaster recovery;
document management and document automation;
artificial intelligence, machine learning and model-processing services;
meeting transcription, recording, extraction and related processing services;
billing, payment processing and debt collection;
IT support, cybersecurity and system administration;
communications, email, messaging and customer relationship management;
administrative support, legal processing and document production; and
any other function reasonably necessary for the provision, management or administration of the Software.
Ivanta shall ensure that each sub-processor is subject to contractual obligations that are no less protective, in all material respects, than the data protection obligations imposed on Ivanta under these Terms, to the extent applicable to the nature of the services provided by that sub-processor.
Ivanta shall remain responsible to the Client for the performance of its sub-processors’ data protection obligations, to the extent, and only to the extent required by the Data Protection Legislation.
Ivanta shall maintain an up-to-date list of sub-processors used in connection with the Software and shall make that list available to the Client on request.
Ivanta shall not make a restricted transfer of personal data outside the UK unless the transfer is permitted by the Data Protection Legislation. Where an appropriate safeguard is required, Ivanta will put in place a lawful transfer mechanism, which may include the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses or another safeguard permitted by UK law, and will take any further steps required by the Data Protection Legislation.
Ivanta shall notify the Client of any intended material change to its sub-processors where required by the Data Protection Legislation. The Client may object to the appointment of a new sub-processor on reasonable data protection grounds by notifying Ivanta in writing within 10 business days of receiving notice of the proposed appointment.
If the Client objects to the appointment of a sub-processor under clause 9.3(f), the parties shall discuss the objection in good faith and seek to agree a commercially reasonable solution. If no reasonable solution can be agreed, Ivanta may either:
not appoint the proposed sub-processor in respect of the Software provided to the Client; or
terminate or amend the affected Software on notice to the Client, without liability, to the extent Ivanta cannot reasonably provide the Software without using the relevant sub-processor.
Disclaimer
The Client acknowledges and agrees that the Software is provided as an administrative efficiency and document support tool only. The Software is designed to assist users, including financial advisers and their staff, to reduce administrative workload, streamline document processing and support the preparation of documents.
The Software may use artificial intelligence, machine learning, automated processing or similar technologies (AI Functionality) to generate, summarise, extract, classify, suggest, draft or otherwise process content, data, information or documents (AI Output)
The Client acknowledges that AI Output may be incomplete, inaccurate, outdated, misleading, inappropriate, non-compliant, or unsuitable for the Client’s intended purpose. Ivanta does not warrant, represent or guarantee that any AI Output or other output will be accurate, complete, current, reliable, compliant with applicable laws or regulatory requirements, or appropriate for any particular client, transaction, advice process or business purpose.
The Software and any AI Output are not intended to, and do not, constitute:
financial advice, investment advice, tax advice, legal advice, accounting advice or any other professional advice;
a recommendation, opinion or assessment regarding the suitability, appropriateness or merits of any financial product, investment strategy, transaction, course of action or client outcome;
a substitute for the professional judgement, expertise, review or supervision of a qualified financial adviser or other appropriately trained professional; or
regulated advice or a compliance, legal or risk management service.
The Client remains solely responsible for ensuring that all documents, communications, advice records, file notes, statements of advice, reports, recommendations and other materials created, reviewed, generated, processed or assisted by the Software are accurate, complete, appropriate, compliant and suitable for their intended purpose before being used, issued, relied upon or provided to any third party.
The Client must ensure that each AI Output is subject to meaningful human review, verification and approval by an appropriately qualified and authorised person before being used or relied upon. Human oversight must always be the final step in any workflow involving the Software.
Without limiting clause (f), the Client must not use, issue, provide, submit or rely on any AI Output unless the Client has independently:
reviewed and verified the accuracy, completeness and relevance of the AI Output;
confirmed that the AI Output is appropriate for the relevant client, matter, advice file, transaction or circumstances;
assessed whether the AI Output complies with all applicable laws, regulations, regulatory guidance, licence conditions, professional obligations, internal policies and industry standards;
checked all calculations, assumptions, source materials, data inputs, extracted information and factual statements;
considered whether additional disclosures, warnings, qualifications, limitations or professional input are required; and
approved the final version for use.
The Client acknowledges that the quality and reliability of AI Output may depend on the quality, accuracy, completeness and relevance of the data, prompts, instructions, documents and other information submitted to the Software by or on behalf of the Client. Ivanta is not responsible for any errors, omissions, deficiencies or adverse outcomes arising from inaccurate, incomplete, misleading, unlawful or inappropriate inputs.
The Client must not represent to any person that the Software or any AI Output have been independently verified, approved, endorsed or certified by Ivanta as being accurate, compliant, suitable or fit for any particular purpose.
The Client is solely responsible for its use of the Software and AI Output, including for any decision made, advice given, document issued, communication sent, representation made, or action taken or not taken in reliance on, or with the assistance of, the Software or AI Output.
Ivanta does not provide financial or other professional advice to any client or end user of the Client and assumes no duty of care or contractual responsibility to any such person. The Client remains solely responsible for all advice, recommendations and regulated activities carried out for its clients, including reviewing and approving any output before it is used or relied upon.
To the maximum extent permitted by law, Ivanta excludes all liability for, and the Client shall indemnify and indemnified Ivanta for any loss, claim, damage, cost, expense or liability arising from or in connection with:
the Client’s reliance on AI Output without appropriate human review and verification;
any financial, investment, tax, legal, compliance or professional advice given by the Client or its personnel;
any document, advice record, recommendation, file note, statement of advice, report or communication prepared, issued or used by the Client with the assistance of the Software;
any failure by the Client to comply with applicable laws, regulations, licence conditions, professional obligations, internal policies or industry standards; or
any use of the Software or AI Output as a substitute for professional judgement, human oversight or regulatory compliance processes.
The Client must ensure that its Personnel, authorised Users and any other person accessing or using the Software on its behalf are aware of, and comply with, the limitations and obligations set out in this clause 10.
Warranties
#11.1Service Limitations
#11.1.1The Software Is Made Available to the Client Strictly on an ‘as Is’ Basis. Without Limitation, the Client Acknowledges and Agrees That Ivanta Cannot Guarantee That:
the Software will be free from errors or defects;
the Software will be accessible at all times;
messages sent through the Software will be delivered promptly, or delivered at all;
information received or supplied through the Software will be secure or confidential; or
any information provided through the Software is accurate or true.
#11.2Correction of Defects
Ivanta will use reasonable endeavours to correct any errors, bugs or defects in the Software which arise during the Subscription, and which are notified to Ivanta by the Client unless the errors, bugs or defects:
result from the interaction of the Software with any other solution or any computer hardware or services not approved in writing by Ivanta;
result from any misuse of the Software; or
result from the use of the Software by the Client other than in accordance with these Terms.
To the extent necessary, the Client agrees to provide Ivanta and its Personnel reasonable access to its premises, Personnel and IT systems to assist Ivanta in correcting any defects in the Software.
#11.3Exclusion of Other Warranties
To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Terms are excluded.
Liability
(Liability) To the maximum extent permitted by applicable law, Ivanta limits all liability in aggregate of all claims to the Client (and any third parties who encounter the services or goods through the Client’s business) for loss or damage of any kind, however arising whether in contract, tort, statute, equity, indemnity or otherwise, arising from or relating in any way to these Terms or any goods or services (including without limitation, the Software) provided by Ivanta to the amount paid by the Client to Ivanta in the 3 months preceding the date of the event giving rise to the relevant liability.
(Indemnity) The Client indemnifies Ivanta and its employees, contractors and agents in respect of all liability for any claim(s) by any person (including any third party who encounter the services or goods through the Client’s business) arising from the Client’s or the Client’s employee’s, client’s, contractor’s or agent’s:
breach of any third party intellectual property rights;
breach of any term or provision of these Terms;
negligent, wilful, fraudulent or criminal act or omission; or
use of the Software.
(Consequential loss) To the maximum extent permitted by law, under no circumstances will Ivanta be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with these Terms or any goods or services provided by Ivanta including, without limitation, the Software.
(Unfair Contract Terms) To the extent applicable law restricts the exclusion or limitation of liability under these Terms, including the reasonableness requirements of the Unfair Contract Terms Act 1977, the exclusions and limitations in this agreement apply only to the extent permitted by law. Any exclusion or limitation not affected by those restrictions remains in full force and effect.
Nothing in these Terms shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.
Cancellation
#13.1Cancellation at Any Time
You may cancel your Subscription at any time using the functionality of the Software. Your cancellation will take effect at the end of the then-current Subscription Period and the Subscription will not renew again. You will not be entitled to a refund of any Subscription Fees already paid, including for any unused part of an annual Subscription Period, except where required by law.
We may cancel your Subscription, including access by you and your Users to the Software, at any time. Subject to clause 14.2, we will issue you with a pro-rata refund of any Subscription Fees paid for the Subscription.
#13.2Cancellation for Breach
Either party may cancel the Subscription immediately by written notice if there has been a Breach of these Terms.
A “Breach” of these Terms means:
a party (Notifying Party) considers the other party (or any of its Personnel) is in breach of these Terms and notifies the other party;
the other party is given 10 Business Days to rectify the breach; and
the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.
#13.3Effect of Termination
Upon termination of these Terms:
You and all Users of your Account will no longer have access to the Software or your Account, and Ivanta will have no responsibility to retain Client Data beyond any period required under these Terms, the Data Protection Legislation or Ivanta’s applicable retention arrangements;
unless agreed in writing, any Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and
each party must comply with all obligations that are by their nature intended to survive the end of these Terms, including obligations relating to intellectual property, confidentiality, data protection and liability.
#13.4Data Backup
Upon termination or expiry of these Terms, Ivanta may delete data and material associated with the Client, including Client Data, after the end of the Subscription, subject to the Data Protection Legislation and Ivanta’s applicable retention arrangements.
Once Client Data has been deleted in accordance with these Terms, it may not be recoverable, so the Client should export or back up any information it needs before the end of the Subscription.
Ivanta will not be responsible to the Client, or any user, for, and Ivanta expressly disclaims any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of these Terms and any loss of data.
If the Parties Have a Dispute
A party claiming that a dispute has arisen under or in connection with these Terms must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.
A party that requires resolution of a dispute which arises under or in connection with these Terms must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 21 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
Notices
Any notices required to be sent under these Terms must be sent via email and the email’s subject heading must refer to the name and date of this agreement.
If no email address is stated in these Terms, the notice may be sent to the email address most commonly used by the parties to correspond in relation to these Terms at the time the notice is sent.
The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.
Email address: enquiries@ivanta.co.uk
Force Majeure
A ‘Force Majeure Event’ means any occurrence beyond the control of the Affected Party which prevents the Affected Party from performing an obligation under these Terms (other than an obligation to pay money), including any:
act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
strike or other industrial action;
war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
decision of a government authority in relation to COVID-19, or other epidemic or pandemic,
to the extent the occurrence affects the Affected Party’s ability to perform the obligation.
If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under these Terms (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
reasonable details of the Force Majeure Event; and
so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
Subject to compliance with clause 16(b), the relevant obligation will be suspended during the Force Majeure Event to the extent that the obligation is affected by the Force Majeure Event.
The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible and resume performing the relevant obligation.
General
#17.1Governing Law and Jurisdiction
#17.1.1These Terms and Any Dispute or Claim (including Non-contractual Disputes or Claims) Arising Out of or in Connection with It or Its Subject Matter, Formation Shall Be Governed by and Construed in Accordance with the Law of England and Wales. Each Party Irrevocably Agrees That the Courts of England and Wales Shall Have Exclusive Jurisdiction to Settle Any Dispute or Claim (including Non-contractual Disputes or Claims) Arising Out of or in Connection with These Terms or Its Subject Matter or Formation.
#17.2Third Party Rights
#17.2.1These Terms Do Not Give Rise to Any Rights Under the Contracts (rights of Third Parties) Act 1999 to Enforce Any Term of This Agreement.
#17.3Amendments
#17.3.1These Terms May Only Be Amended in Accordance with a Written Agreement Between the Parties.
#17.4Waiver
#17.4.1No Party to This Agreement May Rely on the Words or Conduct of Any Other Party As a Waiver of Any Right Unless the Waiver Is in Writing and Signed by the Party Granting the Waiver.
#17.5Severance
#17.5.1Any Term of These Terms Which Is Wholly or Partially Void or Unenforceable Is Severed to the Extent That It Is Void or Unenforceable. the Validity and Enforceability of the Remainder of This Agreement Is Not Limited or Otherwise Affected.
#17.6Joint and Several Liability
#17.6.1An Obligation or a Liability Assumed By, or a Right Conferred On, Two or More Persons Binds or Benefits Them Jointly and Severally.
#17.7Assignment
#17.7.1A Party Cannot Assign, Novate or Otherwise Transfer Any of Its Rights or Obligations Under These Terms Without the Prior Written Consent of the Other Party.
#17.8Counterparts
#17.8.1These Terms May Be Executed in Any Number of Counterparts. Each Counterpart Constitutes an Original of This Agreement and All Together Constitute One Agreement.
#17.9Costs
#17.9.1Except As Otherwise Provided in These Terms, Each Party Must Pay Its Own Costs and Expenses in Connection with Negotiating, Preparing, Executing and Performing These Terms.
#17.10Entire Agreement
#17.10.1These Terms Embodies the Entire Agreement Between the Parties and Supersedes Any Prior Negotiation, Conduct, Arrangement, Understanding or Agreement, Express or Implied, in Relation to the Subject Matter of These Terms.
#17.11Interpretation
(singular and plural) words in the singular includes the plural (and vice versa);
(gender) words indicating a gender includes the corresponding words of any other gender;
(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(these Terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these Terms, and a reference to these Terms includes all schedules, exhibits, attachments and annexures to it;
(document) a reference to a document (including these Terms) is to that document as varied, novated, ratified or replaced from time to time;
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(includes) the word “includes” and similar words in any form is not a word of limitation;
(adverse interpretation) no provision of these Terms will be interpreted adversely to a party because that party was responsible for the preparation of these Terms or that provision; and
(currency) a reference to £, or “GBP”, is to pound sterling currency of Great Britain, unless otherwise agreed in writing.
Definitions
#18.0.1In These Terms, the Following Phrases Have the Meaning Set Out Below.
| Term | Definition |
| Business Day | means a day, other than a Saturday, Sunday or Public Holiday in London, England. |
| Confidential Information | means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge. |
| Client Data | means files, data, information or any other materials, which is uploaded or inserted to the Software, or otherwise provided to Ivanta, by the Client, and includes any Intellectual Property Rights attaching to such materials. |
| Intellectual Property Rights | means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of these Terms. |
| Personnel | means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents. |
| Renewal Period | has the meaning given in clause 2.2(b) |
| Software | has the meaning given in the Scope of Software clause. |
| Subscription | means the Client’s subscription to access and use the Software for the applicable Subscription Period. |
| Subscription Fees | has the meaning given in clause 6.1(a). |
| Subscription Period | means the billing period selected by the Client for its Subscription, which may be monthly or annual. |
| Subscription Tier | means the subscription tier applicable to the Client from time to time, including the Enterprise Tier. |
| User | means an individual authorised by the Client to access and use the Software through the Client’s Account, including administrators and other role-based users. |
Schedule 1 — Processing of Personal Data by Ivanta
#Scope
Personal data may be collected, stored, accessed and analysed on Ivanta’s systems and the systems of its authorised sub-processors, and may also originate from or be returned to the Client’s systems, in each case subject to these Terms and applicable Data Protection Legislation.
#Nature
Electronically and automatically through the Software, including transcription, extraction, analysis and generation of suitability-report content.
#Purpose of Processing
To provide the Software in accordance with these Terms and the Client’s documented instructions, including automatically identifying and extracting vulnerability and health information from meeting transcripts and other Client Data as part of Client-directed suitability-report and compliance workflows.
#Duration of Processing
For the duration of the Subscription and for any limited period afterwards reasonably required to return, delete or securely retain the personal data in accordance with the Client’s instructions, these Terms and applicable law.
#Categories of Personal Data
Names and contact details; meeting transcripts; financial, pension, investment and transactional data; vulnerability and health information and other special category personal data contained in Client Data; account and web-session activity; and other information the Client instructs Ivanta to process through the Software.
#Categories of Data Subject
The Client’s employees, contractors and Users; the Client’s customers and end clients; and other individuals whose personal data the Client submits to or processes through the Software.
#Approved Sub-processors
Maintained and updated at: https://ivanta.base44.app/subprocessors
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