Effective: November 2021
These terms set out the basis on which the Oxford Risk provides services to Customer as set out in the Service Order agreed with the Oxford Risk Reseller. Together with the Service Order, these terms and any documents referenced in them form the Agreement between the Parties.
1.1. The definitions and rules of interpretation in the Appendix apply in these Terms along with terms defined in the Service Order.
1.2. In the case of conflict or ambiguity between any provision contained in these terms and any provision contained in the Service Order, the provision in the Service Order shall take precedence.
2.1. Oxford Risk will provide the access to the Application and perform the Services in accordance with the Service Order submitted by the Customer and agreed to by Oxford Risk.
2.2. Oxford Risk will provide the Services with reasonable skill and care and in accordance with the Service Order(s) including the use of anti-virus and similar protective software in relation to its systems and the Application, and in accordance with Applicable Law that related to Oxford Risk as a provider of its Services. Oxford Risk shall use commercially reasonable endeavours to provide the Services in accordance with any relevant service level, except for:
2.2.1. planned maintenance which may result in ‘downtime’ carried outside Normal Business Hours; and
2.2.2. unscheduled maintenance performed inside or outside Normal Business Hours, provided that Oxford Risk has used reasonable endeavours, in the circumstances to give the Customer at least 6 hours’ notice in advance during Normal Business Hours.
2.3. Oxford Risk undertakes that the Application will perform substantially in accordance with its specification and any related documentation.
2.4. Oxford Risk shall not be liable for any use of the Services, s or Application contrary to Oxford Risk's instructions, or modification or alteration of the Services or Application by any party other than Oxford Risk or Oxford Risk's duly authorised contractors or agents.
2.5. Oxford Risk:
2.5.1. does not warrant that the Customer's use of the Services will be uninterrupted; or
2.5.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and use of the Application may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
2.5.3. is not responsible for ensuring that the Services, and the Application and/or the information obtained by the Customer through the Services or Application will meet the Customer's requirements or Applicable Law relevant to the Customer’s service or product offerings.
2.6. Oxford Risk warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement, and except as provided elsewhere in this Agreement, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement whether by statute, common law or otherwise, are hereby excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
2.7. If Oxford Risk have agreed to provide Support Services, Oxford Risk may amend the Support Services description in its sole and absolute discretion from time to time but in any case, not to adversely affect the fundamental services standards or availability of the Application.
3.1. Unless terminated earlier in accordance with clause 10, Service Orders shall continue as set out in the Service Order.
3.2. Where a Service Order is terminated or otherwise expired, there shall be no further right of access to the Application granted to Customer’s Adviser Users and Oxford Risk shall be under no obligation to retain or maintain Customer Data and/or any of the Customer’s Adviser User Data and personal data otherwise processed by Oxford Risk for the Customer shall be securely deleted except as required by Applicable Law.
4.1. Customer shall pay the Service Fees, in accordance with the terms of the Agreement with Oxford Risk’s Reseller.
4.2. Except where the Customer terminates pursuant to clause 10 for Oxford Risk’s default, there shall be no refund of Service Fees nor will there be any refund for fees paid by Customer’s Adviser Users for subscriptions that are yet to expire.
5.1. The Customer shall:
5.1.1. provide Oxford Risk with:
5.1.1.1. all necessary co-operation in relation to this Agreement and the Service Order; and
5.1.1.2. all necessary access to such information as may be required by Oxford Risk in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
5.1.1.3. within 7 days of the end of each month, Application usage data specifying number of Active Customer’s Adviser Users who have access to the Application and End-Customer in respect of whom the Application has been used in that month;
5.1.1.4. non- time limited demo access to Customer’s Platform Services.
5.1.2. comply with all Applicable laws with respect to its activities under this Agreement. Customer acknowledges that Customer’s Adviser Users are entirely responsible for obtaining, maintaining and complying with any and all requirements of the Financial Conduct Authority or any other applicable regulatory authority in respect of its activities and that Oxford Risk is not regulated or supervised by the Financial Conduct Authority and acts only as the Customer’s service provider;
5.1.3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Oxford Risk may adjust any agreed timetable or delivery schedule as reasonably necessary;
5.1.4. ensure that the Customer’s Adviser Users use the Services and the Application in accordance with the terms and conditions of this Agreement and shall be responsible for any Adviser User's breach;
5.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Oxford Risk, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services. In particular, but without limitation the Customer shall ensure that its Clients give informed consent for their personal data to be processed in accordance with the GDPR;
5.1.6. ensure that its network and systems comply with the relevant specifications provided by Oxford Risk from time to time and that it undertakes regular data back-up and virus and other malicious software checks, each in accordance with good industry practice;
5.1.7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Oxford Risk's systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
6.1. The Customer acknowledges that the deliverables and outputs from using the Application and Services will be as described in the relevant service description. Such deliverables and outputs are a guide for the Customer and are not warranted to be accurate. Customer and Customer’s Adviser Users must exercise their professional judgment and skill in the use and interpretation of the deliverables and outputs.
6.2. Services that require information from the Customer will be dependent on the availability, accuracy and completeness of the information provided by the Customer.
6.3. All Customer Data and Customer’s Adviser User Data may be used by Oxford Risk on an aggregated and anonymised basis with information from other Customers to improve the general calibration of the Application and Services. Oxford Risk will ensure no personally identifiable information is used or retained.
7.1. Except as expressly stated below:
7.1.1. Oxford Risk shall have no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether arising in contract, tort or otherwise unless it was caused by fraud or malicious default, which are:
7.1.1.1. indirect or consequential loss;
7.1.1.2. special damage even where Oxford Risk was aware of the circumstances in which such special damage could arise;
7.1.1.3. loss of anticipated savings;
7.1.1.4. loss of business opportunity; or
7.1.1.5. loss of goodwill;
7.1.1.6. loss of data.;
7.2. The total liability of Oxford Risk, whether in contract, tort (including negligence) or otherwise in connection with this Agreement, shall (unless stated otherwise in this Agreement) in no circumstances exceed £500,000 or two times total Service Fees payable in the relevant year of the Agreement whichever is lower.
7.3. The exclusions in this clause shall apply to the fullest extent permissible at law, but for the avoidance of doubt the parties do not exclude or limit liability for death or personal injury caused by the negligence of a party, its officers, employees, contractors or agents; for fraud or fraudulent misrepresentation; or for malicious default.
7.4. Oxford Risk will at all times until its obligations under this Agreement are performed maintain insurance cover with an insurance company of repute against all legal liability it may have to the Customer in connection with this Agreement.
8.1. Oxford Risk will indemnify the Customer its employees, contractors and directors from and against all loss, costs, charges, damages and expenses incurred by the Customer and directly attributable to a third-party claim that the Application or the provision of the Services breaches that third party’s intellectual property rights.
8.2. The Customer will indemnify and keep indemnified and hold harmless Oxford Risk its employees, contractors, and directors from and against all and any losses, costs, charges, damages, and expenses incurred by Oxford Risk arising out of or in connection with:
8.2.1. any third-party claims, arising out of or in connection with the Customer's Adviser Users use of the Services, and/or Application or any results of such use, advice given, or investments made by a Client or;
8.2.2. any breach by Customer of Applicable Laws, requirements of the Financial Conduct Authority, or any other competent regulatory authority.
8.3. The above indemnities are given subject to the following:
8.3.1. the indemnifying party is given prompt notice of any such claim or actions;
8.3.2. the indemnified party provides reasonable co-operation to the other in the defence and settlement of such claim, at their own expense; and
8.3.3. the indemnifying party is given sole authority to defend or settle the claim.
9.1. The Customer acknowledges and agrees that Oxford Risk and/or its licensors own all Intellectual Property Rights in the Application, Services, and the associated documentation. Except as expressly stated, this agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights in respect of the Application, Services or associated documentation.
9.2. Despite 9.1, all right, title and interest in any and all Intellectual Property Rights in any bespoke or specific development undertaken by Oxford Risk for the Customer specified in the Service Order, where it can be identified as uniquely separate from Oxford Risk Intellectual Property shall be the sole and exclusive property of the Customer upon payment in full of all sums due under such Service Order.
9.3. Oxford Risk hereby grants to the Customer, a non-exclusive licence to use and to sublicence to their Customer Advisor Users, the Intellectual Property Rights in the Application and Services in the Territory during the Term strictly for the purpose of using and taking the benefit of the Services in accordance with the terms of this Agreement, including accessing the Application as made available via API or other method, in connection with the Customer’s business and for no other purpose whatsoever.
9.4. The Customer and/or the Affiliates shall not, nor permit any other party to, copy, disassemble, analyse, or investigate or attempt to reverse engineer the Application-, neither shall they remove or obscure any of Oxford Risk’s branding or trademarks appearing in the Application or otherwise in relation to the Services.
9.5. The Customer and/or Customer’s Adviser Users may make as many back-up copies of the Customer’s Data processed by the Application reports and results from using the Service and Application as may be necessary for its lawful use and the normal operation of their business.
9.6. If any claim is made by a third party that the Application or Services infringe that third party’s Intellectual Property Rights, or in Oxford Risk’s reasonable opinion is likely to be made, Oxford Risk may at its sole option and expense (and without prejudice to any other rights, claims or remedies of the Customer under the terms of this Agreement or otherwise):
9.6.1. procure for the Customer the right to continue use such Intellectual Property (or any part thereof) in accordance with the terms of this Agreement; or
9.6.2. modify such Intellectual Property so that it ceases to be infringing; or
9.6.3. replace such Intellectual Property with non-infringing Intellectual Property.
9.7. In the event such remedies are not reasonably available, terminate the Service Order (or relevant part of it) on 1 (one) month notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer other than to refund any Subscription Services Fees already paid in respect of any affected Services pro rata for the remainder of the relevant Term.
9.8. The Customer will notify Oxford Risk in writing, as soon as reasonably practicable, of any infringement claim of which it has been notified.
9.9. In no event shall Oxford Risk, its employees, agents, and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
9.9.1. a modification of the Application or Services by anyone other than Oxford Risk; or
9.9.2. the Customer's use of the Application or Services in a manner contrary to the instructions given to the Customer by Oxford Risk; or
9.9.3. the Customer's use of the Application or Services after notice of the alleged or actual infringement from Oxford Risk or any appropriate authority.
9.10. The above and clause 8.1. states the Customer's sole and exclusive rights and remedies, and Oxford Risk's (including its employees', agents’, and sub-contractors') entire obligations and liability in relation to Intellectual Property Rights.
10.1. Without affecting any other right or remedy available to it, either party may terminate this Agreement or any Services Order with immediate effect by giving written notice to the other party if:
10.1.1. the other party commits a material breach of any other term of this Agreement, which is irremediable or is remediable but which it fails to remedy within a period of 28 days after being notified in writing to do so (for the avoidance of doubt breaches of clauses 5.1.1.1, 5.1.1.2, 5.1.1.3 shall be deemed material);
10.1.2. the other party repeatedly breaches (being more than 3 time in any 12-month period) any of the terms of this Agreement even if such breaches are remedied; or
10.1.3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or undergoes or suffers any other insolvency event or any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of these events ;
10.2. On termination of this Agreement for any reason:
10.2.1. all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Application, Services except as provided in clause 3.2;
10.2.2. the Customer shall immediately pay to Oxford Risk any outstanding or agreed sums that have fallen due or payable before the date of termination to Oxford Risk under this Agreement; and
10.2.3. Subject to 3.2 and 1.1, Oxford Risk may destroy or otherwise dispose of any of the Customer Data in its possession unless Oxford Risk receives, no later than ten days, or otherwise as required by law, after the Commencement Date of the termination of this agreement, a written request to preserve the data for a period of time that will be negotiated by the Customer and Oxford Risk,
10.2.4. any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
10.3. On any termination or expiry of this Agreement the Customer will promptly destroy or return to Oxford Risk (at Oxford Risk’s option) all copies of the Application, deliverables or other Oxford Risk proprietary or confidential information then in its possession, custody, or control and, in the case of destruction, certify to Oxford Risk that it has done so.
11.1. Each party shall, during the term of this Agreement and afterwards, keep confidential and shall not use for its own purposes nor without the prior written consent of the other disclose to any third party (except the Affiliates in the case of the Customer), any information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, subsequently comes lawfully into the possession of such party from a third party or is independently developed by the receiving party or is required to be disclosed by law or any court of competent jurisdiction or by any applicable regulatory authority to which the recipient and/or disclosing party are subject to.
11.2. The terms of this Agreement are confidential and may not be disclosed by either party without the prior written consent of the other party. The parties shall agree a reasonable basis of which each may refer to the other as a customer or service provider of the other in its publicity materials.
11.3. In the event of any actual or threatened breach of one or more provisions of this clause 11, the recipient of any confidential information acknowledges that damages may not be an adequate remedy and that without proof of special damage the disclosing party has the right to apply to seek injunctive relief in any court with relevant jurisdiction.
11.4. The provisions of clause 11 shall remain in full force and effect notwithstanding termination of this Agreement for any reason.
12.1. The parties shall comply with the Security Provisions set out in the technical documentation as updated from time to time. This can be viewed at oxfordrisk.zendesk.com.
12.2. To the extent that Oxford Risk processes any personal data, the Data Protection Terms set out at www.oxfordrisk.com/data-protection shall apply to such processing.
12.3. To the extent that either party acts as a data controller in processing Data for the purpose of this Agreement it shall comply in full with the requirements of the GDPR and any other Applicable Laws, to which it is subject as a data controller in the territory in which it is established, including, without limitation maintaining adequate and up-to-date register entries in the public register that is maintained by the Information Commissioners Office in respect of personal data of which it is a data controller.
12.4. Oxford Risk may select and employ sub-contractors to assist it in the fulfilment of its obligations under this Agreement who may be deemed subprocessors. Oxford Risk will notify the Customer of any subprocessors to be appointed prior to appointment. The Customer shall have the right to object to such appointment on reasonable grounds within 10 working days of notification. Oxford Risk shall in good faith seek to address legitimate concerns of the Customer in relation to any subprocessors, failing which the Customer may terminate the portion of the Services that involve such subprocessors. Oxford Risk will not be relieved of its obligations under this Agreement by entering into any sub-contract for the performance of any part of this Agreement.
13.1. If Oxford Risk is providing Customer branding of the Application as part of the Services. Oxford Risk shall follow any brand guidelines issued by the Customer, which set out, and act as toolkit, as to how the Customer brand is to be represented and used. The Customer may amend such guidelines from time to time. Oxford Risk shall be entitled to make an additional charge for any changes the Customer may request.
13.2. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
13.3. If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
13.4. Any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing, expressed to amend this Agreement, and signed by an authorised signatory on behalf of each of the parties.
13.5. No party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, or civil commotion. That party will be entitled (subject to giving the other party full particulars of the circumstances in question and to using its best endeavours to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations. If any delay has not been resolved within a reasonable time, the party not so delaying may terminate this Agreement immediately on written notice to the other.
13.6. Nothing in this Agreement creates legal rights for, or enforceable by, any party other than the Customer or Oxford Risk whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. None of the Customer’s Affiliates or Advisor Users shall be entitled to recover Group Loss suffered by it nor generally to enforce this Agreement in its own right in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. Customer and Oxford Risk may rescind, vary, or amend this Agreement or terminate it in accordance with its terms without the consent of any of the Customer’s Affiliates.
13.7. Any notice required to be given pursuant to this Agreement shall be in writing and shall be sent to the other party marked for the attention of the person at the address set out for such party in this Agreement. Notices may be sent by first-class mail or email. Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 48 hours after posting and correctly directed emails shall be deemed to have been received instantaneously on transmission, provided that no non-delivery message is transmitted by the sender’s email service provider.
13.8. This Agreement and the documents appended as annexes to this Agreement or documents otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
14.1. Any dispute relating to the interpretation of, arising out of, relating to or in connection with this Agreement will be referred in the first instance to a member of the Customer’s account/ relationship management and a director of Oxford Risk for resolution.
14.2. If the dispute cannot be satisfactorily resolved between such people within 10 business days of referral, the parties shall refer the dispute to a member of each party’s senior management, who shall endeavour to resolve the dispute within a further 5 business days.
14.3. If the parties fail to agree terms of settlement within these further 15 business days, then either party will have the option thereafter of commencing litigation, provided that the obligation to attempt to resolve a dispute by alternative dispute resolution will not prevent either party from seeking injunctive relief in the case of a breach or threatened breach of confidentiality or an infringement or threatened infringement of intellectual property rights.
14.4. This Agreement and any legal or equitable rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and, subject to the above, each party hereby submits to the exclusive jurisdiction of the English courts except for injunctive or other non-monetary relief in the case of a breach or threatened breach of confidentiality or an infringement or threatened infringement of intellectual property rights which may be brought in any court of competent and applicable jurisdiction.
Affiliate: a party’s Holding Companies, Subsidiaries, or any Subsidiaries or any such Holding Company (whether direct or indirect) from time to time as such terms are defined in section 1159 of the Companies Act 2006 and the party and its Affiliates shall form its “Group”.
Agreement: a Service Order and these terms and conditions, including any schedules and appendices to them.
Application: Oxford Risk’s software solution and associated Services made available Oxford Risk to Customer.
Applicable Laws: all laws and regulations (including statutes and, EU directives & regulations) applicable to a party in performing its obligations under this Agreement including, but not limited to, those relating to data protection and the processing of personal data, including without limit the GDPR.
Business Day: a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
Client: any person or organisation using products or services supplied by the Customer and/or any of its Adviser Users and who are either a retail or professional client as defined by the Financial Conduct Authority (FCA).
Customer – the Customer named on the Service Order.
Customer’s Adviser User: any Adviser who will use the Application through the Customer’s Platform Service s to provide Clients with investment services.
Customer Data: the Data inputted by the Customer, Authorised Users, or Oxford Risk on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Customer’s Platform Service: Customer’s software service that supports Customer Adviser Users and their firms in the provision of investment advice.
Data: all information, including personal data, processed by the parties for the purpose of this Agreement, whether in tangible or electronic form, and whether maintained or displayed in a database or otherwise.
Intellectual Property Rights: all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day.
Oxford Risk: Oxford Risk Research and Analysis Limited a company incorporated and registered in England with company number 04571309 whose registered office is at 62 Foxhall Road, Didcot, OX11 7AD
Oxford Risk Intellectual Property: the Application and any other pre-existing Intellectual Property or Intellectual Property of Oxford Risk created independently from the Services
personal data, data processor, data controller and processing shall have the meaning assigned to them in the General Data Protection Regulation (EU) 2016/679 (“GDPR”)
Reseller: the third party intermediary or value added partner through whom the Customer has contracted for the Services;
Service(s): the Subscription Services, and any other one-off, bespoke, consultancy or occasional services ordered under a Service Order and described in Schedule 1;
Service Fee(s): any charges for a Service whether one-off or a Subscription Services;
Service Order: a written order for Services in the form provided by the Reseller specifying the Services required and other details applicable to them;
Subscription Service(s): The recurring access to Application or other periodic or subscription services specified in a Services Order.
Support Services: the support services as detailed in the Service Order.
Territory: the United Kingdom and any other territories specifically agreed in a Service Order.
The headings in this Agreement do not affect its interpretation.
Unless the context otherwise requires: (i)references to Oxford Risk and the Customer include their permitted successors and assigns; (ii)references to statutory provisions include those statutory provisions as amended or re-enacted; and (iii) words in the singular include the plural, and those in the plural include the singular.
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