Origo Asset Migration Terms and Conditions

1. TERMS AND CONDITIONS

1.1.These are the terms and conditions for Origo Secure Internet Services Limited, a company incorporated in Scotland (registered number SC201466) with registered office 7 Lochside View, Edinburgh Park, Edinburgh, EH12 9DH (“Origo”).

1.2. These terms and conditions (“Terms”) apply to all use by an Adviser of the Origo Asset Migration (OAM) service (the “Service”) provided by Origo.

1.3. The Service enables the bulk transfer of data relating to pensions, ISAs, and General Investment Accounts, between Advisers and Providers via the Platform. Advisers are invited on to the Platform to use the Service by Providers subject to acceptance of these Terms.

2. DEFINITIONS

2.1. The following definitions apply to these Terms:

Adviser: the independent financial adviser or other financial advisery entity which registers on the Platform to use the Service.

Adviser Data: all data provided to Origo or inputted into the Platform by the Adviser or Authorised Users for use in the Service.

Adviser Personal Data: has the meaning given at clause 5.5.

Authorised User: the individual employee, contractor or agent of the Adviser who is authorised by the Adviser to use the Service.

Business Day: any day which is not a Saturday, Sunday or public holiday in Scotland.

Data Protection Legislation: means the UK Data Protection Act 2018, the UK GDPR and related subordinate legislation, as may be amended, updated or re-enacted from time to time.

Normal Business Hours: 9.00 am to 5.00 pm UK time, each Business Day.

Platform: means Origo’s infrastructure and cloud computing platform, which is used to provide the Service.

Provider: means an online wealth platform provider in the UK which has subscribed to use the Platform.

Provider Platform: means the online wealth platform provided by a Provider.

Software: the online software applications provided by Origo through the Platform as part of the Service, as may be modified, improved or updated from time to time by Origo.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data; or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

3. AUTHORISED USERS

3.1. Origo grants to the Adviser a non-exclusive, non-transferable and revocable right to permit the Authorised Users to use the Service.

3.2. The Adviser shall not, and ensure Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Service that:

3.2.1. Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or

3.2.2. Facilitates illegal activity; or

3.2.3. In a manner that is otherwise illegal or causes damage or injury to any person or property; and Origo reserves the right, to disable the Adviser’s or Authorised Users’ access to any material that breaches the provisions of this clause.

3.3. The Adviser shall not, and ensure Authorised Users shall not:

3.3.1. Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute (as applicable) all or any portion of the Software in any form or media or by any means; or

3.3.2. Attempt to reverse compile, disassemble, reverse engineer all or any part of the Software; or

3.3.3. Attempt to obtain, or assist third parties in obtaining, access to the Service, other than as provided under this clause 3.

4. SERVICE

4.1. Origo shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for:

4.1.1. Planned maintenance carried out during the agreed maintenance windows;

4.1.2. Unscheduled maintenance performed outside Normal Business Hours, provided that Origo has used reasonable endeavours to give the Adviser at least six (6) Normal Business Hours’ notice in advance; and

4.1.3. Any emergency maintenance as required, provided Origo provide prompt notice of any emergency maintenance to the Adviser.

5. ADVISER DATA

5.1. As between the parties, the Adviser shall own the Adviser Data and the Adviser shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Adviser Data.

5.2. The Platform is hosted within the UK and the Service are all provided from the UK. Any change to that situation would involve the process set out in clause 5.5.6 below.

5.3. Origo shall follow its standard archiving and back-up procedures for Adviser Data. In the event of any loss or damage to Adviser Data, the Adviser’s sole and exclusive remedy against Origo shall be for Origo to use reasonable commercial endeavours to restore the lost or damaged Adviser Data in accordance with its back-up policy. Origo shall not be responsible for any loss, destruction, alteration or disclosure of Adviser Data caused by the Adviser or the Authorised Users.

5.4. Both parties will comply with all applicable requirements of Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Legislation.

5.5. Where the Adviser Data includes any personal data (as that term is defined in the Data Protection Legislation), and Origo requires to process such data (“AdviserPersonalData”) in relation to the Service, then the parties acknowledge that Origo shall be deemed the processor and the Adviser the controller (as those terms are defined in the Data Protection Legislation) and in any such case:

5.5.1. Origo shall process Adviser Personal Data only in accordance with these Terms and any lawful instructions reasonably given by the Adviser from time to time;

5.5.2. In relation to the scope, nature and purpose of the processing by Origo in relation to the Service, the processing shall be limited to the provision of the Service; the categories of data subjects are the individuals to whom the investment products and pension policies relates; the type of data will be data relating to such products and policies; and the duration of the processing is concurrent with the use of the Service;

5.5.3. All individuals involved in the provision of the Service on behalf of Origo shall be subject to appropriate obligations of confidentiality and have undertaken relevant training on the Data Protection Legislation relating to handling Adviser Personal Data in relation to the Service;

5.5.4. Origo warrants that the provision of the Service includes the implementation of sufficient technical and organisational measures to ensure an appropriate level of security in relation to the processing of personal data as required by Data Protection Legislation;

5.5.5. Origo shall as far as is possible and appropriate in relation to the nature of the processing, implement technical and organisation measures that assist the Adviser with its obligations in relation to the exercise of data subjects’ rights as described in Data Protection Legislation;

5.5.6. The Adviser acknowledges that Origo is authorised to appoint, and transfer personal data to, a sub-processor in relation to the cloud hosting elements of the Platform which Origo requires to use in relation to the Service on condition that (i) any such transfer and engagement will be in accordance with Data Protection Legislation and Origo shall remain fully liable to the Adviser in relation to all such personal data disclosed (ii) details of such processors will be made available to the Adviser on request, (iii) any change in sub-processor will be notified to the Adviser;

5.5.7. Origo shall notify the Adviser without undue delay upon becoming aware of any breach (or suspected breach) of Data Protection Legislation relating to Adviser Personal Data. Such notification shall:

5.5.8. Origo shall not disclose to any third party any accidental, unauthorised or unlawful processing of all or part of the Adviser's Personal Data without the prior written consent of the Adviser;

5.5.9. Origo shall delete all Adviser Personal Data when the provision of the Service has been concluded, except where such data:

a) Has been lawfully provided by a third party;

b) Is required to be processed by Origo under any mandatory requirement of applicable law; or

c) Is stored on Origo’s IT backup and disaster recovery systems (in which case it may be retained until the ordinary course deletion of such data and subject to all obligations of confidentiality being observed in the meantime);

5.5.10. Origo shall make available to the Adviser such information as the Adviser may reasonably request in relation to demonstrating compliance with Data Protection Legislation, and shall participate in audits and inspections where reasonably requested by the Adviser in relation to the demonstration of such compliance;

5.5.11. Origo shall immediately inform the Adviser if, in its opinion, an instruction from the Adviser infringes Data Protection Legislation;

5.5.12. Origo shall not transfer (and shall procure that any of the sub-processors shall not transfer) any personal data outside the UK or the EEA unless the prior written consent of the Adviser has been obtained and subject to appropriate safeguards being in place and on condition that any such transfer will be in accordance with Data Protection Legislation;

5.5.13. The Advisor shall ensure that it is entitled to transfer Advisor Personal Data (i) to Origo so that Origo may lawfully use and process such Advisor Personal Data in accordance with these Terms on the Advisor’s behalf and (ii) to a Provider when it transfers such Advisor Personal Data via the Platform to the applicable Provider Platform; and

5.5.14. The Adviser shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by Data Protection Legislation.

6. ADVISER OBLIGATIONS

6.1. The Adviser shall ensure that Authorised Users use the Service in accordance with these Terms and shall be responsible for any Authorised User’s breach of them.

7. ORIGO OBLIGATIONS

7.1. Origo undertakes that the Service will be performed with reasonable skill and care.

7.2. Notwithstanding the terms of clause 7.1, Origo:

7.2.1. Does not warrant that the Adviser's use of the Service will be uninterrupted or error-free; or that the Service and/or the information obtained by the Adviser or Authorised Users through the Service will meet the Adviser’s requirements; and

7.2.2. Is not responsible for any delays or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Adviser acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8. RIGHTS IN THE SERVICE

8.1. All intellectual property rights in the Software, Service and Platform remain owned by or validly licensed to Origo and the Adviser and Authorised Users acquire no rights in them other than stated in these Terms.

8.2. Software provided in relation to the Service are provided solely in relation to the Adviser’s and Authorised Users’ use of the Service in accordance with these Terms and are not provided, or to be used, for any other purpose.

9. LIMITATION OF LIABILITY

9.1. Nothing in these Terms and Conditions seeks to exclude Origo’ liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation. Origo excludes all other liability to the extent permitted at law.

9.2. Except as expressly and specifically provided in these Terms:

9.2.1. The Adviser assumes sole responsibility for its and its Authorised Users’ use of the Service and acknowledges that use of the Service does not guarantee the Adviser any improvement in its business efficiencies;

9.2.2. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and

9.2.3. The Service is provided to the Adviser and Authorised Users on an "as is" basis.

9.3. Subject to clause 9.1, in no event shall Origo be liable for any loss of business, loss of profit, loss or corruption of data or for any indirect or consequential loss and Origo’s total aggregate liability arising under these Terms or otherwise relating to the Service shall be limited to £5,000 (five thousand pounds) other than Origo’s liability for breach of clause 5 which shall be limited to £1,000,000 (one million pounds).

10. LAW AND JURISDICTION

These Terms are governed by the laws of Scotland. If either party requires to raise court proceedings in relation to any such dispute, then the courts of Scotland shall have non-exclusive jurisdiction in relation to those proceedings.