The tool is made available to you by us under a licence from FE to Standard Life Investments.
These terms are supplemental to the terms which apply to the relevant website provided by us through which you access the tool. By accessing the tool, you accept these terms. You must read these terms carefully as they comprise the terms by which we provide you with access to and use of the tool. You should save or print off a copy of these terms for reference purposes. Words in bold have a particular meaning which you can find in the glossary in section 14.
1. General Disclaimer
The tool, tool reports and FE information are provided by us to you by virtue of and subject to a licence granted to Standard Life Investments by FE. All FE information contained in the tool and tool reports is compiled and sourced by FE . No member of the Standard Life Aberdeen group gives any warranty or representation or accepts any liability or responsibility for the completeness, accuracy of the FE information or any use to which the tool, tool reports and the FE information may be put. No member of the Standard Life Aberdeen group is responsible for the accuracy or validation of any data and information entered into the tool. The tool, tool reports and the FE information are intended to provide general investment research and analysis only. You make use of the tool, tool reports and FE information at your own risk. Nothing in connection with the tool, tool reports and the FE information constitutes financial or tax advice from Standard Life Investments or any member of the Standard Life Aberdeen group.
2. Your relationship with us
2.1 You will be responsible to the members of the Standard Life Aberdeen group for you using the tool solely for the purposes set out in section 4 (Permitted Use) and not making the tool available to third parties without our prior written consent.
2.2 From time to time, we may change the content, presentation, performance and/or facilities of any part of the tool, FE information or tool reports and the way in which they are provided.
2.3 You acknowledge and agree that we may collect information concerning your use of the tool to allow us to evaluate use of the tool for strategic and business purposes. This information will not be used by us for marketing purposes.
2.4 Where you are a financial adviser, you warrant and represent to us that, prior to accessing the tool, you have explained to your client that their personal data (as defined in the Data Protection Act 1998 as amended from time to time) will be sourced by FE for the purpose of generating the tool reports and have obtained your client’s explicit consent to this. FE will not disclose your client’s personal data unless it is lawful to do so and will destroy this data 24 hours after it has been entered into the tool.
3. Access
In consideration of you complying with these terms, we hereby give you access to the tool, tool reports and FE information for the purposes of:
a. researching, creating and downloading customised single or holistic fund portfolio reports for use by you and, where you are a financial adviser, your clients;
b. creating and using benchmarking, asset class, regional and stock sector splits, top 10 holding and additional fund information for comparison and evaluation of fund portfolios; and
c. the permitted uses set out in section 4 below (Permitted Use), subject always to these terms.
4. Permitted Use
4.1 Subject to section 4.6, you may not translate or adapt the tool, tool reports and/or FE information for any purpose nor arrange or create derivative works based on the tool.
4.2 You may not transfer or distribute (whether by licence, loan, rental, sale or otherwise) all or any part of the tool, tool reports and/or FE information to any other person.
4.3 Subject to section 4.6, you may not (without limitation) permit the whole or any part of the tool to be combined with or become incorporated in any other software program without our prior written consent.
4.4 You may not, or permit others to, reverse-engineer, decompile, disassemble, reverse, translate, copy in a material form the functionality of the interface or in any way decode the tool, tool reports and/or FE information or any part in any manner, except to the extent permitted by law (and subject always to the prior written consent of us and FE) where this is indispensable to obtain the information necessary to achieve the interoperability of an independently created program with each tool or with another software program and such information is not readily available from us or elsewhere.
4.5 You are responsible for the accuracy and completeness of all data and information, including information of the investor which you input into the tool, tool reports and you acknowledge that we will not validate any data or information entered.
4.6 You may review and adapt the tool reports for the purposes of modifying the presentation of the FE information in the tool reports.
4.7 You agree that you have sole and complete responsibility for any decisions made or actions taken or not taken in reliance upon, or as a consequence of accessing the tool and using the tool reports (including any changes made to the tool reports) and the FE information.
4.8 You acknowledge that the FE information contained in the tool reports provides general guidance only for the purposes of providing investment analysis research. It is your responsibility to ensure that you and any other person for whom the tool, tool reports and FE information are accessed and used is given notice of the aforementioned limitations and any warnings or disclaimers relevant to the use of the tool, tool reports and the FE information.
5. Intellectual Property Rights
5.1 You will not acquire any title, copyright or other proprietary rights in the tool, tool reports or the FE information or in any copies of them.
5.2 You may not remove, suppress or modify in any way any proprietary marking, including any trade mark, copyright notice, warning, legal disclaimer, instruction or direction as to the use of the tool, the tool reports and the FE information, on or in the tool, tool reports and the FE information or which is in any related documentation.
5.3 You must notify us immediately if you become aware of any unauthorised access to, or use or copying of, any part of the tool, tool reports and FE information by any person.
5.4 You acknowledge that any and all intellectual property rights subsisting in the tool, tool reports (including enhancements or modifications to them) and in the FE information shall remain the property of FE. For the avoidance of doubt, this excludes personal data (as described in section 2.4) contained in the tool reports.
6. Liability and indemnity
6.1 We will only be liable to you for losses you suffer as a direct result of your use of the tool to the extent that these arise as a result of our negligence, fraud or wilful default. For the avoidance of doubt, we will not be liable for any loss or damage arising out of or in connection with the loss of the use of the tool.
6.2 Subject to section 6.1, we shall not have any liability to you for any losses, costs, or damages resulting from or related to the use of any of the tool, tool reports, FE information or the provision of the tool to you or any other person.
6.3 We do not guarantee that the tool, tool reports and the FE information can be accessed at all times or as indicated by us. The tool, tool reports and the FE information may be temporarily unavailable or restricted for administrative or other reasons.
7. Changes to these terms
7. 1 From time to time, we may alter these terms. If we do so, we will provide a revised version of these terms when you next access the tool. We reserve the right to change the access requirements of the tool without prior notice.
8. Termination
8.1 We may terminate these terms at any time without giving you prior notice.
8.2 Termination of these terms will not affect any accrued rights or liabilities of either party under these terms.
8.3 In the event of termination (for any reason) your rights to access and use the tool, tool reports and FE information under these terms shall automatically terminate without notice.
9. General
9.1 Neither the provision of the tool nor the FE information contained in the tool reports or any part thereof shall be deemed to constitute an offer or solicitation to sell investments in any jurisdiction.
9.2 If either party fails to exercise any right or remedy under these terms this shall not prevent them from doing so at any time in the future.
9.3 All intellectual property rights and duties of non-disclosure, disclaimers, indemnities and exclusions contained within these terms will survive termination.
9.4 No part of these terms is enforceable as a result of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to these terms, save that each member of the Standard Life Aberdeen group shall be entitled to recover any loss suffered by it and generally to enforce these terms in its own right.
9.5 When used in these terms the words "including" or "include" and word of similar effect will not be deemed to limit the general effect of the words which follow them.
9.6 The headings to sections of these terms will not form part of these terms and will not affect the interpretation of any section.
9.7 With respect to your use of the tool, tool reports and FE information, in the event of conflict between these terms and the terms which apply to the website through which you access the tool, these terms will prevail.
10. Governing Law
These terms will be governed and construed in accordance with English law, and the parties submit to the non-exclusive jurisdiction of the English courts.
11. Glossary
"FE" means Financial Express Limited, a company incorporated under the Companies Acts in England and Wales (company number 02405213) and having its registered office at 3rd Floor, Hollywood House, Church Street East, Woking, Surrey, GU21 6HJ;
"FE information" means any and all fund information, data and benchmarking analysis data compiled and sourced by FE contained in the tool and tool reports;
"FCA" means the Financial Conduct Authority or any successor regulator which regulates our investment business. The FCA can be contacted at 25 The North Colonnade, Canary Wharf, London, E14 5HS;
"Standard Life Aberdeen group" means Standard Life Aberdeen plc, a company incorporated under the Companies Acts in Scotland (company number SC286832) and having its registered office at Standard Life House, 30 Lothian Road, Edinburgh EH1 2DH and each of its subsidiaries, subsidiary undertakings and associated companies (whether direct or indirect) from time to time, and a "member" of the Standard Life Aberdeen group shall be construed accordingly;
Standard Life Investments means Standard Life Investments Limited a company incorporated under the Companies Act in Scotland (company number SC123321) and having its registered office at 1 George Street, Edinburgh EH2 2LL;
"terms" means these terms and conditions as amended or replaced from time to time;
"tool" means the LookThrough tool made available to you under these terms;
"tool reports" means the reports generated by the tool which contain the FE information for use by you whether provided in paper or electronic form or otherwise;
"we" or "us" means each member of the Standard Life Aberdeen group providing access to the tool; and "you" means the individual user who accepts these terms