Syndication licence

(A)  MoneyHelper is the trading and brand name used and owned by The Single Financial Guidance Body for the Licensed Material (as defined below).

(B)  The Single Financial Guidance Body wish to make the Licensed Material freely available for the purposes of providing financial education to consumers.

(C)  The Licensee wishes to use the Licensed Material in its own business.

1.1 Save where the context requires otherwise, the following terms shall have the following meanings:

1.2. Headings are for ease of reference only and shall not affect construction.

1.3. Words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing whole shall be treated as including a reference to any part thereof.

1.4. A reference to a statute or a statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.5. A reference to these Terms or to any other agreement or document in them is a reference to these terms and conditions, as varied from time to time.

1.6. A reference to including, include, in particular, or any similar expression shall be without limitation. 

2.1. You understand and agree that all Intellectual Property rights in the Licensed Material are the property of MoneyHelper or its licensors, as the case may be.

2.2. MoneyHelper retains all right, title, and interest in and to the Licensed Material (including all right, title and interest in and to any goodwill subsisting or residing in the Licensed Material). You shall not acquire any rights to any Intellectual Property owned or licensed by MoneyHelper, whether pre-existing or subsequently created, unless expressly agreed between the Parties in writing.

2.3. MoneyHelper hereby grants you a worldwide, non-exclusive, perpetual, royalty-free, non-transferable, sublicensable right to copy and issue copies to the public of the Licensed Material (physically or electronically) for the purposes of using the Licensed Material to provide consumers with free-of-charge financial information and materials to assist in building their financial capability.

2.4. The licence granted at clause 2.3 does not grant you the right to adapt, modify, translate or otherwise alter the Licensed Material except with MoneyHelper’s prior written consent. You may only apply your branding to the Licensed Material with our prior written consent. Whether such consent is given shall be at our sole discretion.

2.5.  MoneyHelper retains the right, without any obligation to give prior notice, to suspend or remove access to the Licensed Material available on MoneyHelper’s website at any time.

2.6. Your license rights are limited to those expressly granted herein, and MoneyHelper reserves all other rights.

2.7. You shall not and shall not allow any third party to:

2.7.1. make unauthorised copies of the Licensed Material or any part of it;

2.7.2. remove, alter or disable any canonical link embedded or displayed within the Licensed Material such that MoneyHelper is not identified as the original source of the content to third parties (such as search engine providers), or the search engine optimisation (SEO) of MoneyHelper website is compromised or otherwise prejudiced;

2.7.3. remove, alter or disable any analytical or tracking tool embedded within the Licensed Material;

2.7.4. display the Licensed Material in any context that could reasonably be inferred to bring MoneyHelper into disrepute or damage the reputation, goodwill or brand of MoneyHelper;

2.7.5. do any act that may weaken, damage or be detrimental to the Licensed Material or the reputation or goodwill associated with the Licensed Material or MoneyHelper;

2.7.6. use any images or pictures supplied as part of the Licensed Material for any purpose outside of the that described in clause 2.3 and, for the avoidance of doubt, only in conjunction with the Licensed Material supplied by MoneyHelper with such images or pictures;

2.7.7. use the Licensed Material:

2.7.7.1. in a context from which it may be reasonably inferred that MoneyHelper is promoting or recommending:

2.7.7.1.1. any specific financial product or service;

2.7.7.1.2. any financial products or services from a specific financial product or service provider;

2.7.7.1.3. that an end user take a specific course of action including, but not limited to, the purchase of a financial service or product save to the extent that such recommendation is generic and be understood and interpreted as generally sound financial advice. For the avoidance of doubt, no Licensed Material may be displayed in a way such that an end user could infer that MoneyHelper is recommending that they undertake any action and that by taking such action the end user shall remedy any specific financial concern or problem that he has, or believes he has;

2.7.7.2. without the prior written consent of MoneyHelper, reproduce the Licensed Material for direct or indirect financial gain (including, without limitation, in any product or service for which a fee or subscription is charged), and MoneyHelper shall be entitled to withhold such consent in its sole discretion unless you can demonstrate to the reasonable satisfaction of MoneyHelper that you have added Incremental Value. For the purposes of this section 2.7.7.2 “Incremental Value” means integrating the Licensed Material in a way that makes such content more accessible or easier to use, or targets users who are otherwise unlikely to access such content. For the avoidance of doubt, providing a link to MoneyHelper website will not be considered to be adding Incremental Value; or

2.7.8. delete, remove, modify, obscure, fail to reproduce or in any way interfere with any proprietary, trade secret or copyright notice appearing on or incorporated in any Licensed Material; or

2.7.9. apply for or obtain registration of any trade or service mark in any country which consists of, or comprises, or is confusingly similar to MoneyHelper Branding or any other trade or service marks that form a part of the Licensed Material.

2.8. Subject to clause 2.7 and clause 2.9, you may use the Licensed Material in conjunction with advertising material created by you provided that all such advertising material complies with these Terms and all applicable advertising and professional body codes and regulations and that such use of the Licensed Material in conjunction with such advertising material created by you does not include your own branding.

2.9. Any use of the Licensed Material by you or a third party engaged by you shall not include content:

2.9.1. from religious bodies whose views or theology may reasonably be considered to be intolerant of others;

2.9.2. that promotes any tobacco products or any other goods bearing tobacco applicant brands, when the website may reasonably be expected to be one that under 16s may visit and read;

2.9.3. that promotes any alcohol products or any other goods bearing alcohol applicant brands, when the website may reasonably be expected to be one that under 16s may visit and read;

2.9.4. that promotes weapons, the armaments industry and gun clubs;

2.9.5. that promotes betting and gambling, when the website may reasonably be expected to be one that under 18s may visit and read;

2.9.6. that promotes sexual and erotic services, including escort agencies, when the website may reasonably be expected to be one that under 16s may visit and read;

2.9.7. that requires a user to use a premium rate phone number without clear and obvious language stating that the number is premium rate;

2.9.8. that promotes, encourages or facilitates violence;

2.9.9. that promotes, encourages or facilitates terrorism or other activities that risk UK national security;

2.9.10. that incites hatred whether based on race, religion, gender, sexuality or otherwise, or otherwise promotes encourages or facilitate anti-social behaviour;

2.9.11. that discriminates against any specific social group or otherwise exploits the vulnerable;

2.9.12. that promotes, facilitates or encourages illegal activity;

2.9.13. that may reasonably be considered misleading or fraudulent;

2.9.14. that exploits the credulity, lack of knowledge or inexperience of consumers;

2.9.15. that concerns, encourages or facilitates pyramid promotional and Ponzi schemes;

2.9.16. for services or offerings that may infringe an individual privacy, data protection rights or consumer rights;

2.9.17. that promotes, facilitates or encourages users to become indebted without clearly explaining that indebtedness will occur and/or without recommending the user to research and consider other options to achieve the same aim;

2.9.18. that may reasonably be considered by MoneyHelper to bring MoneyHelper into disrepute or which is deemed by MoneyHelper to be libellous or defamatory in nature.

2.10. You shall immediately comply with all instructions of MoneyHelper regarding any use of the Licensed Material, including instructions to remove Licensed Material from, or amend the way in which Licensed Material is made available by you or a third party engaged by you, to the public or otherwise.

3.1. In using the Licensed Material, you shall ensure that you comply at all times, with your obligations under the Data Protection Laws.

3.2. All personally identifiable data shared with and collected by MoneyHelper will be stored and processed in accordance with the obligations and provisions pursuant under the Data Protection Act 2018 and any other national data protection laws in force.

3.3. In this clause 3 the terms “Personal Data”, “Controller”, “process” and “Data Subject” shall have the meanings given to those terms in the Data Protection Laws.

3.4. The Parties recognise that the Licensed Material may contain Personal Data under the Data Protection Laws, and that the Licensee will be a Controller of such Personal Data (“Shared Data”). This clause 3 sets out the principles and procedures that the Parties shall adhere to and the responsibilities the parties owe to each other in relation to the Shared Data.

3.5. For the purposes of compliance with the Data Protection Laws, the Parties recognise that the legal basis upon which the Shared Data is shared is that it is necessary for the purposes of the legitimate interests pursued by each Party, in particular:

3.5.1. the legitimate interest of the Parties in using the Shared Data and the Licensed Material in the course of its business activities;

3.5.2. the legitimate interest of MoneyHelper in making the Shared Data as part of the Licensed Material available to third parties in a structured electronic format.

3.6. The Parties shall at all times comply with the Data Protection Laws when processing the Shared Data and shall not do or omit to do anything in respect of the Shared Data that would cause MoneyHelper to be in breach of the Data Protection Laws.

3.7. Each Party shall promptly inform the other party upon receiving any request from a Data Subject for access to Shared Data that is his or her Personal Data, or concerning his or her rights to rectification, erasure, restriction or portability or otherwise in respect of it, and where reasonably required the notified party shall provide reasonable assistance to the other party in responding to any such request.

3.8. Each Party agrees that it shall promptly and within the time limits specified by the Data Protection Laws, provide assistance to the other Party where reasonably required to allow it to respond to an inquiry received from a Data Subject or data protection authority.

3.9. The Licensee shall notify MoneyHelper promptly upon becoming aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Shared Data, transmitted, stored or otherwise processed, and shall provide MoneyHelper with all information in relation to any such security breach that MoneyHelper may reasonably request.

3.10. The Licensee agrees that it shall only use the Shared Data in accordance with these Terms, particularly in accordance with Data Protection Laws and applicable Law.

3.11. You shall transfer any Shared Data outside the United Kingdom.

3.12. The Licensee shall indemnify MoneyHelper in full (on a full indemnity basis) from and against all losses, costs, awards, and expenses (including reasonable legal and/or professional fees) which MoneyHelper may incur as a result of any breach or alleged breach by you  of the Data Protection Laws and/or applicable Laws.

3.13. MoneyHelper may (but shall not be obliged to) notify Licensee in the event of MoneyHelper becoming aware that any Shared Data are inaccurate or incomplete and in such a case the Licensee shall immediately and accordingly update any Shared Data that are so notified to it.

4.1. MoneyHelper provides no warranty of any kind, express or implied with regard to the Licensed Material and disclaims all liability in connection with any use or proposed use of the Licensed Material by you nor do we make any warranty that the Licensed Material is free from any computer program which may contain malicious code or which otherwise is or is potentially technologically harmful.

4.2. You warrant and represent that:

4.2.1. you will refrain from all activities that may reasonably cause reputational damage to MoneyHelper;

4.2.2. you must not misuse the Licensed Material by knowingly introducing or permitting the introduction of any computer virus or similar cybersecurity vulnerability which has the potential to cause technological harm to our or a third party’s information security system;

4.2.3. you will not represent yourself as being MoneyHelper, a representative or agent thereof or as being engaged in any form partnership or joint venture with MoneyHelper; and

4.2.4. you have in place appropriate technical and organisational security measures to prevent the unauthorised or unlawful processing, or accidental loss, destruction or damage to, the Shared Data together with information technology systems, data management systems, standards and procedures sufficient to allow you to comply with your obligations under these Terms.

4.3. You shall use commercially reasonable efforts to place appropriate limits on your systems software code whose purpose is to disrupt, damage or interfere with systems, software, or data, and agree to avoid introducing viruses into MoneyHelper’s systems through the access and use of the Licensed Material. Such efforts shall include, the use of commercially reasonable virus protection, firewall and security software.

5.1. Subject to section 5.2, you shall indemnify and hold MoneyHelper harmless against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) (each a “Claim”) suffered or incurred by MoneyHelper arising out of or in connection with these Terms including:

5.1.1. any Claim for actual or alleged infringement of the Intellectual Property rights of a third party arising from your use of the Licensed Material other than in accordance with these Terms;

5.1.2. any actual or potential Claim arising out of, or in connection with any breach by you of any warranty by you in these Terms;

5.1.3. any actual or potential Claim arising out of, or in connection with any breach by you of clause 2.7.7, clause 2.8 or clause 2.9; and

5.1.4. any actual or potential Claim arising out of, or in connection with any breach or alleged breach of Data Protection Laws or any other applicable Law.

5.2. The indemnity granted under section 5.1 shall not cover MoneyHelper to the extent that a Claim results from the negligence, willful default or willful misconduct of MoneyHelper.

6.1. The Licensee acknowledges that MoneyHelper may become subject to the Freedom of Information Act 2000 (“FOIA”) and the Environmental Information Regulations 2004 (or such changes or additions to legislation which may be new or replace the foregoing from time to time), in which case the remainder of this section shall apply. The Licensee shall assist and co-operate with MoneyHelper (at MoneyHelper’s expense) to enable MoneyHelper to comply with these information disclosure requirements in relation to disclosure requests relating to these Terms.

6.2. Upon receiving any request for information from MoneyHelper or any relevant statutory authority, you shall transfer all requested information to MoneyHelper as soon as practicable after receipt and in any event within any reasonable time period specified by MoneyHelper and provide all necessary assistance as reasonably requested by MoneyHelper to enable MoneyHelper to respond to a request for information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Environmental Information Regulations 2004.

6.3. MoneyHelper shall be responsible for determining at its absolute discretion whether the information:

6.3.1. is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations 2004; or

6.3.2. is to be disclosed in response to a request for information, and in no event shall the Licensee respond directly to a request for information from a third party unless expressly authorised to do so by MoneyHelper.

6.4. The Licensee shall ensure that all information produced under or in connection with these Terms is retained for disclosure and shall permit MoneyHelper to inspect such records as requested from time to time.

7.1. Save for damages flowing from a breach by you or a third party engaged by you, of clause 2, and your liability under any indemnity in these Terms, neither Party will be liable for any:

7.1.1. lost data;

7.1.2. lost profits;

7.1.3. business interruption damage or liability;

7.1.4. reputational damage or liability stemming from breach of these Terms; or

7.1.5. indirect, special, incidental or consequential damages (including loss of profits) of any kind.

7.2. The maximum liability of MoneyHelper to you for all damages, costs and expenses shall be fifty thousand pounds (£50,000). You acknowledge and agree that the limitations and apportionments of liability in this section 7 are fair and equitable, considering (without limitation) that the Licensed Material is being provided without charge.

7.3. Nothing in these Terms shall limit, or be interpreted as limiting either Party’s liability for death, personal injury or fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable Law.

8.1. You will maintain sufficient comprehensive general liability insurance, including product and public liability and professional indemnity cover in an amount adequate to meet your liabilities under these Terms.  Upon MoneyHelper’s request, you shall promptly provide MoneyHelper with a copy of such policy of insurance. 

9.1. You may not assign or transfer, in whole or in part these Terms without the prior written approval of MoneyHelper which approval shall not be unreasonably refused.

9.2. We may at any time and without your consent assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in in any manner with any or all of our rights and obligations under these Terms.

9.3. Each Party confirms that it is acting on its own behalf and not for the benefit of any other person.

9.4. A person who is not a Party to these Terms cannot enforce, or enjoy the benefit of, any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999.

9.5. The failure of either Party to enforce any provision of these Terms shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of these Terms.

9.6. These Terms set forth the entire understanding between the Parties and supersede all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof.

9.7. The Terms may be modified or amended by us from time to time.

9.8. If any provision of these Terms shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of these Terms is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

9.9. These Terms shall for all purposes be governed and construed in accordance with the laws of England and Wales, and the Parties hereto irrevocably submit to the exclusive jurisdiction of the English Courts.