WAY Group - Simulator

THE WAY INCOME PLAN SIMULATOR
- LICENCE AGREEMENT
THIS SOFTWARE AND THE ASSOCIATED DOCUMENTATION HAS BEEN PRODUCED BY WAY INVESTMENT SERVICES LIMITED, AN APPOINTED REPRESENTATIVE OF WAY FUND MANAGERS LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY.  THIS SOFTWARE IS FOR PROFESSIONAL USE ONLY AND THE SIMULATIONS THAT ARE GENERATED SHOULD ONLY BE PRODUCED UNDER PROFESSIONAL GUIDANCE.  THE DATA USED TO SIMULATE THE PERFORMANCE OF THE WAY INCOME PLAN IS THE PERFORMANCE OF THE INDICES INDICATED AND DOES NOT REFLECT THE PERFORMANCE OF THE FUNDS MANAGED BY WAY FUND MANAGERS LIMITED, INTO WHICH AN INVESTMENT IN A WAY INCOME PLAN IS MADE. DETAIL OF THE PAST PERFORMANCE OF THE WAY FUNDS CAN BE OBTAINED FROM WAY INVESTMENT SERVICES LIMITED.  AS SUCH, THIS SIMULATION IS NOT A PROJECTION OF FUTURE BENEFITS AS DEFINED BY THE FINANCIAL SERVICES AUTHORITY USING ASSUMPTIONS OF CONSTANT, INCREMENTAL, ANNUAL INVESTMENT GROWTH RATES.

Terms and Conditions for the provision of data to Independent Financial Advisors (IFAs)

1. APPLICABILITY OF CONDITIONS

1.1 These Conditions, contain the whole terms and conditions of the contract between WAY Fund Managers Ltd a company incorporated in England under The Companies Acts (registered number 4011838) having a place of business at Cedar House, 3 Cedar Park, Cobham Road, Wimborne, Dorset BH21 7SB ("WAY Fund Managers  Ltd") or any of its Affiliates and Customer for or in relation to the supply of goods and/or services by WAY Fund Managers Ltd. These Conditions, shall prevail over and have effect to the exclusion of, any terms, conditions and/or provisions which may conflict with these Conditions and which Customer may seek to establish as forming part of or as applicable to the contract whether by having brought the same to the notice of WAY Fund Managers Ltd or by being implied by any trade, custom or practice, course of dealing or otherwise.

1.2 No waiver, alteration or modification of or addition to any of the provisions of these Conditions shall have any effect or be binding upon WAY Fund Managers Ltd unless the same shall be in writing and signed by an authorised representative of WAY Fund Managers Ltd.

2. DEFINITIONS

In these conditions: -

"Affiliate" means any subsidiary from time to time of WAY Fund Managers Ltd, the holding company from time to time of WAY Fund Managers Ltd and any subsidiary from time to time of such holding company, the expressions "subsidiary" and "holding company" having the meanings ascribed thereto in Section 736 of the Companies Act 1985, as amended;

"Commencement Date" means the date on which Customer first gives acceptance hereto;

"Customer" means the person, firm, corporation or other body of persons contracting with WAY Fund Managers Ltd for access to the WAY Fund Managers Ltd Products and the WAY Fund Managers Ltd Data;

"WAY Fund Managers Ltd Data" means the information supplied digitally or in any other format as supplied by WAY Fund Managers Ltd or on behalf of WAY Fund Managers Ltd;

"WAY Fund Managers Ltd Products" means computer program supplied by or on behalf of WAY Fund Managers Ltd and incorporating, amongst other things, the WAY Fund Managers Ltd Data;

"Licence" means the licence granted to Customer in terms of condition 3 hereof;

"Qualified Employees" means those employees of Customer who are authorised to give advice under The Financial Services Act 1986;

3. GRANT

In consideration of Customer's undertakings, WAY Fund Managers Ltd hereby grants to Customer a non-exclusive, non-transferable licence to access the WAY Fund Managers Ltd Products.

4. ENTITLEMENT OF CUSTOMER

The Licence entitles Customer to: -

4.1 receive one copy of the WAY Fund Managers Ltd Product and one copy of any updates thereof as may be issued from time to time;
 
4.2 receive one copy of the instruction documentation (if any) provided by WAY Fund Managers Ltd relating to the relevant WAY Fund Managers Ltd Product;

4.3 allow access and use of the WAY Fund Managers Ltd Data and the relevant WAY Fund Managers Ltd Product for the sole purpose of providing to its clients financial advice; and

4.4 receive information on any bespoke versions of the WAY Fund Managers Ltd Products at such cost (if any) as may be agreed with Customer.

5. CUSTOMER'S UNDERTAKINGS

5.1 Without prejudice to clauses 5.2 and 5.3, Customer undertakes to WAY Fund Managers Ltd that it will not, otherwise than for the sole purpose of providing to its clients financial advice, reproduce, copy, download, store, transmit or record by any means (including but not limited to any electronic, optical, mechanical, laser or acoustic means), in any form or through any media, the  whole or any part of the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products without the prior written consent of WAY Fund Managers Ltd.

5.2 In particular, but without prejudice to the generality of clause 5.1 above, Customer undertakes that it shall not: -

5.2.1 permit any person other than a Qualified Employee to access and/or use the whole or any part of the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd products; or

5.2.2 use the whole or any part of the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products in the operation of a service bureau; or
   
5.2.3 allow access to the whole or any part of the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products other than as expressly licensed by this Agreement; or

5.2.4 use or authorise the use of the whole or any part of the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products on Customer's or any other web-site; or

5.2.5 sell, assign, licence, gift or otherwise dispose of or part with possession of any part of the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products.

5.3 Customer further undertakes: -

5.3.1 not to use the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products in the compilation of any documentation whatsoever except for the sole purpose of providing to its clients independent financial advice in written form and not to merge the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products with any other data or Databases of any type whatsoever;

5.3.2 to strictly supervise and control access to the WAY Fund Managers Ltd Data and the WAY Fund Managers Ltd Products in accordance with the terms of these Conditions;

5.3.3 to ensure that it uses and to procure the most up-to-date version of the WAY Fund Managers Ltd Data and the WAY Fund Managers Ltd Products provided by WAY Fund Managers Ltd from time to time.

5.4 Notwithstanding the terms of clauses 5.1, 5.2 and 5.3 above, Customer may supply its clients with copies of relevant documents from the WAY Fund Managers Ltd Data and/or the WAY Fund Managers Ltd Products by electronic mail, facsimile or other means provided that such provision is for the sole purpose of the provision of independent financial advice to that client.

5.5 Should Customer wish to use the whole or any part of the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products for any purpose not permitted in terms of these Conditions, Customer should notify WAY Fund Managers Ltd in writing and WAY Fund Managers Ltd might enter into discussions with Customer in respect of such additional use.

5.6 Customer shall be obliged to be registered with and authorised by the Financial Services Authority or other appropriate body.

6. LICENCE FEE

No fee is payable by Customers to WAY Fund Managers Ltd in respect of use of the WAY Fund Managers Ltd Data and the WAY Fund Managers Ltd Products.

7. LIABILITY OF WAY FUND MANAGERS LTD

7.1 Although WAY Fund Managers Ltd has taken reasonable care to ensure that the information and material contained in the WAY Fund Managers Ltd Data and the WAY Fund Managers Ltd Products is accurate and up-to-date, WAY Fund Managers Ltd makes no express or implied warranty or representation that any data, information or materials are accurate or up-to-date or suitable for any particular purpose and neither WAY Fund Managers Ltd nor any other party involved in the provision of material for the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products shall be liable for errors or omissions contained therein.

7.2 Customer assumes sole responsibility for all use of the WAY Fund Managers Ltd Data, and the WAY Fund Managers Ltd Products and neither WAY Fund Managers Ltd nor any other party providing services for the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products shall be liable to Customer for any loss or damage that may be suffered by Customer by reason of any failure or defect in the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products save where solely and directly due to the negligence of WAY Fund Managers Ltd or any other person involved directly or indirectly in the provision of the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products.

7.4 WAY Fund Managers Ltd's prices are determined on the basis of the limits of liability set out in this condition 7. Customer may by written notice to WAY Fund Managers Ltd request WAY Fund Managers Ltd to agree a higher limit of liability provided that insurance cover can be obtained therefore. The premiums in respect of insurance up to such higher limit will be for the account of Customer.

7.5 Customer agrees to indemnify WAY Fund Managers Ltd and keep it indemnified at all times on demand against all liability, loss or damage incurred by WAY Fund Managers Ltd which arises directly or indirectly out of any breach of any of the undertakings or obligations on the part of the Customer contained in these Conditions or in respect of the use or omission of use of the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products by Customer howsoever arising.

7.6 In no event shall WAY Fund Managers Ltd be liable for any indirect or consequential loss or damage including without limitation economic loss, lost or corrupted data, loss of profit, business, revenue, goodwill or anticipated savings, arising out of Customer's use of the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Customer acknowledges that any and all of the trade marks, trade names, copyrights, data rights, registered and unregistered design rights, patents and other intellectual property rights used or embodied in or in connection with the WAY Fund Managers Ltd Data and the WAY Fund Managers Ltd Products shall be and remain the sole property of WAY Fund Managers Ltd.

8.2 In the event that new methods of gathering, storing or presenting the WAY Fund Managers Ltd Data and the WAY Fund Managers Ltd Products evolve in performance of or as a result of the Licence, Customer acknowledges that the same shall be the property of WAY Fund Managers Ltd unless otherwise agreed in writing by WAY Fund Managers Ltd.

9. CONFIDENTIAL INFORMATION

9.1 Customer undertakes on behalf of itself and its officers, employees, agents, consultants and representatives whomsoever to WAY Fund Managers Ltd that it will forever hold and protect in strict confidence on behalf of itself and its officers, employees, agents,  consultants and representatives whomsoever all confidential information (including, but not limited to, the WAY Fund Managers  Ltd Data and the WAY Fund Managers Ltd Products) whether or not expressly identified in writing as such and received from or derived in any manner whatsoever from WAY Fund Managers Ltd or any Affiliate of WAY Fund Managers Ltd. Customer shall not use the confidential information of WAY Fund Managers Ltd except strictly in accordance with these Conditions and shall not reproduce any WAY Fund Managers Ltd confidential information without the written consent of WAY Fund Managers Ltd. Customer shall, at WAY Fund Managers Ltd's request, at any time immediately return all documents, software, CD-ROM or other information received by Customer during the  duration of this contract.

9.2 Customer further agrees that it shall not itself or through any subsidiary, agent or third party allow any person other than the Qualified Employees to access the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products or have any database written or developed for itself based on the WAY Fund Managers Ltd Data or the WAY Fund Managers Ltd Products or any confidential information or data supplied to it by WAY Fund Managers Ltd.

10. FORCE MAJEURE

WAY Fund Managers Ltd shall not be liable for, and shall be excused from performance as a result of, any delay in delivery by reason of circumstances beyond the control of WAY Fund Managers Ltd,  including but not limited to, fires, floods, strikes or other labour disputes, failure of supply of raw materials, accidents, or any government action.

11. TERMINATION

11.1 WAY Fund Managers Ltd may terminate the Licence and/or this contract forthwith if any of the following events shall occur: -

(i) if Customer commits any breach of  these Conditions and fails to remedy the same within 7 days of receiving written notice of such breach from WAY Fund Managers Ltd;

(ii) if Customer being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), shall call a meeting of its creditors, or shall have a receiver, administrative receiver or administrator of all or any of its undertakings or assets appointed, shall enter into any form of administration or bankruptcy proceedings in any part of the world, shall be deemed by virtue of the Insolvency Act 1986 to be unable to pay its debts or shall cease to trade;

(iii) if Customer, being an individual shall die or, being a firm or partnership, shall be dissolved or in any case, shall commit any act of bankruptcy or become apparently insolvent in terms of the Bankruptcy (Scotland) Act 1985 or have a receiving order made against him/her/it or shall make or negotiate for any composition or arrangement with or assignment for the benefit of his/her/its creditors providing for payment of less than one hundred pence in the pound at the contractually due date(s) or shall cease to trade.

11.2 This contract and/or the Licence may be terminated by either WAY Fund Managers Ltd or Customer giving to the other 30 days' notice in writing to expire at any time.

11.3 On termination of this contract and/or the Licence, Customer shall forthwith return to WAY Fund Managers Ltd all disks, CD-ROMS and paper-based information remaining in Customer's possession and control and shall permanently delete all data supplied to Customer by WAY Fund Managers Ltd and provide a written assurance in such form as WAY Fund Managers Ltd may require that such a deletion has been fully effected.

11.4 Termination, of this contract and/or the Licence howsoever or whenever occasioned shall be subject to any rights and remedies WAY Fund Managers Ltd may have under this contract or in law including but not limited to the right of WAY Fund Managers Ltd to recover any money due from Customer at the time of such termination or to recover damages for any breach of these Conditions before such termination.

12. ASSIGNATION

This contract may not be assigned in whole or in part by Customer without the prior written consent of WAY Fund Managers Ltd. WAY Fund Managers Ltd may assign to any Affiliate without the prior written consent of Customer.

13. SEVERABILITY

In the event that any of these terms, conditions or provisions shall be determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

14. ENTIRE AGREEMENT

These Conditions set forth the entire agreement and understanding of the parties and merge and supersede and rescind all prior discussions, agreements, letters and courses of dealings between them.

15. LAW

The parties hereby agree that this contract shall be construed in accordance with United Kingdom Law.

The information within this website is intended for professional advisers only and is not directed at private individuals. Access to and use of this website is provided subject to these: Terms and Conditions. WAY Investment Services Limited is an Appointed Representative of WAY Fund Managers Limited which is authorised and regulated by the Financial Services Authority. All trademarks are acknowledged as the property of their respective owners. Copyright © 1999-2010, WAY Investment Services Limited. All rights reserved. Private investors seeking further information regarding the WAY Portfolios should contact their usual independent adviser.