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Terms and Conditions

The terms governing your access to and use of the 1fs Wealth Platform.

The Supplier is the entire legal and beneficial owner and licensor of the 1fs Wealth Platform and is willing to disclose these terms and conditions to the Customer to use these products in order to access the 1fs Wealth Platform as defined below.

1. Definitions

The definitions and rules of interpretation in this clause apply in this Agreement.

  • 1fs Wealth Platform — means the online platform to which the Supplier shall provide access to the Customer (and all Users) through sources including mobile applications, electronic platforms, API, and the website located at http://secure.firstwealth.co (and any other associated website hosted by the Supplier);
  • Access Information — means the information to be provided by the Supplier to the Customer to enable the Customer, and all Users, to access the 1fs Wealth Platform in accordance with the terms of this Agreement, including: (a) a username; (b) a password; (c) a URL to allow the Customer to visit and access the 1fs Wealth Platform;
  • Acceptance Date — the date on which the Customer is deemed to have accepted its access to the 1fs Wealth Platform under clause 2.6;
  • Affiliate — means in relation to either party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party and any business entity from time to time controlling, controlled by, or under common control with, either party;
  • Applicable Laws — means any laws, regulations, regulatory policies, obligations, guidelines or rules applicable to the existence or operation of this Agreement or the provision of the 1fs Wealth Platform;
  • Business Day — a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
  • Close Relation — means the parents, siblings and children of the Principals;
  • Extended Period — has the meaning given to it in clause 3.2;
  • Initial Period — has the meaning given to it in clause 3.2;
  • Intellectual Property Rights — patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights;
  • Licence Period — has the meaning given to it in clause 3.2;
  • Principals — means the shareholders of the Customer;
  • Restrictive Open Source Code — has the meaning given to it in clause 5.2(d);
  • Third-Party Software — any software programs which are licensed by the Supplier from third party providers, including under any form of open-source licence;
  • Vulnerability — a weakness in the computational logic found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability;
  • Warranty Period — has the meaning given to it in clause 5.2(b); and
  • User — means each person granted access to the Platform pursuant to this Agreement as notified by the Customer to the Supplier from time to time, including Principals and Close Relations of Principals.

Holding company and subsidiary mean a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006.

Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement. Unless the context otherwise requires: (a) words in the singular shall include the plural and in the plural shall include the singular; (b) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; (c) a reference to one gender shall include a reference to the other genders; (d) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in the schedules, the provision in the body of this Agreement shall take precedence.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

2. Acceptance

  1. The Supplier shall provide the Access Information to the Customer, and all Users, at the email address for the Customer and any applicable User within 30 days of signature of this Agreement.
  2. Time shall be of the essence regarding the delivery date in clause 2.1.
  3. Within 5 Business Days of receipt of the Access Information, the Customer shall attempt to access the 1fs Wealth Platform and shall confirm to the Supplier in writing whether it is able to successfully access the 1fs Wealth Platform.
  4. If the Customer notifies the Supplier that it is not able to access the 1fs Wealth Platform using the Access Information, the Supplier shall immediately correct any errors in the Access Information.
  5. If the Supplier is unable to provide the Customer with amended Access Information within 7 days, the Customer may at its discretion serve written notice of its wish to terminate this Agreement, or require the Supplier to repeat the actions described in clause 2.4 as often as the Customer wishes.
  6. The Customer shall be deemed to have accepted that it has been provided with valid access to the 1fs Wealth Platform on the date that it provides written confirmation that it is able to successfully access the Platform ("Acceptance Date").
  7. For a period of 90 days commencing on the Acceptance Date, the Customer may serve a notice of its wish to terminate this Agreement if the 1fs Wealth Platform does not perform to the Customer's satisfaction. If the Customer does so, the Supplier shall immediately refund all monies paid by the Customer under this Agreement.

3. Licence

  1. In consideration of the Fee paid by the Customer to the Supplier, the Supplier grants to the Customer a non-exclusive licence for the Licence Period to use the 1fs Wealth Platform.
  2. The licence granted under clause 3.1 shall commence on the Acceptance Date and shall continue for an initial period of 12 months ("Initial Period") and shall automatically continue for further 12 month periods from each anniversary thereafter (each an "Extension Period") unless otherwise terminated prior to any such renewal date (together, the "Licence Period").
  3. In relation to scope of use: (a) use of and access to the 1fs Wealth Platform shall be restricted to use for the purpose of processing the Customer's data for the lawful purposes of the Customer; (b) the Customer may not access or use the 1fs Wealth Platform other than as specified without the prior written consent of the Supplier; (c) except as expressly stated in this clause 3, the Customer has no right to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the 1fs Wealth Platform; and (d) the Third-Party Software shall be deemed to be incorporated within the 1fs Wealth Platform for the purposes of this Agreement.
  4. The Customer may not use any information provided by the Supplier to create any software whose expression is substantially similar to that of the 1fs Wealth Platform.
  5. Neither party shall sub-license, assign or novate the benefit or burden of this Agreement in whole or in part without the prior written consent of the other party.
  6. The Customer shall use reasonable endeavours to ensure that the persons using and provided access to the 1fs Wealth Platform are restricted to authorised individuals and shall keep a complete and accurate record of the Customer's copying and disclosure of the 1fs Wealth Platform and its users.

4. Supplier's Warranties

  1. The Supplier acknowledges that the Customer has entered into this licence in reliance upon the Supplier's expertise in selecting and supplying software fit to meet the Customer's business requirements.
  2. The Supplier warrants that: (a) it has the right to enter into this Agreement and to grant to the Customer a licence or sub-licence to use the 1fs Wealth Platform; (b) the 1fs Wealth Platform will conform in all material respects to best industry standards and will be free from defects for a period of 12 months from the Acceptance Date ("Warranty Period"); (c) the 1fs Wealth Platform is free from Vulnerabilities, viruses and other malicious code; (d) it has not included or used any software licensed under the General Public Licence or any similar licence containing a "copyleft" requirement in, or in the development of, the 1fs Wealth Platform.
  3. If, within the Warranty Period, the Customer notifies the Supplier of any defect or fault in the 1fs Wealth Platform, the Supplier shall, at its option, promptly repair or replace the 1fs Wealth Platform.
  4. In performing its obligations under this Agreement, the Supplier shall comply with all Applicable Laws.

5. Confidentiality and Publicity

  1. Each party shall, during the term of this Agreement and thereafter, keep confidential all information of a confidential nature (including 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 that information is public knowledge or already known to such party at the time of disclosure. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
  2. No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.

6. Limits of Liability

  1. Subject to clause 7.4, neither party shall in any circumstances have any liability for any losses or damages which fall within any of the following categories: (a) special damage; (b) loss of profits; (c) loss of anticipated savings; (d) loss of business opportunity and management time; (e) loss of goodwill, provided that this clause 7.1 shall not prevent claims for direct financial loss that are not excluded by any of categories (a) to (e) inclusive.
  2. Subject to clause 7.4 and except for any liability arising under clause 6 or clause 8 (any such liability being unlimited), the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed a sum equal to 300% of the Fee paid in the 12 months prior to the claim arising.
  3. Subject to clause 7.4, the total liability of the Customer, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed a sum equal to 50% of the Fee paid in the 12 months prior to the claim arising.
  4. The exclusions in this clause 7 shall apply to the fullest extent permissible at law but neither party excludes any liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation.

7. Intellectual Property Rights Indemnity

  1. The Customer acknowledges that all Intellectual Property Rights in the 1fs Wealth Platform belong and shall belong to the Supplier or the relevant third-party owners (as the case may be).
  2. The Supplier undertakes at its own expense to defend the Customer from and against or, at its option, settle any claim or action brought against the Customer alleging that the access or use of the 1fs Wealth Platform infringes the Intellectual Property Rights of a third party ("Claim") and shall fully indemnify and hold harmless the Customer from and against any losses, damages, costs and expenses incurred by or awarded against the Customer as a result of or in connection with any such Claim.
  3. If any third party makes a Claim against the Customer, the Customer shall: (a) as soon as reasonably practicable, give written notice of the Claim to the Supplier; (b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier; (c) give the Supplier and its professional advisers access at reasonable times to its premises and relevant assets, accounts, documents and records; and (d) take such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.
  4. Without prejudice to clause 8.2, if any Claim is made, or in the Supplier's reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense: (a) procure for the Customer the right to continue to access and use the 1fs Wealth Platform; (b) modify the 1fs Wealth Platform so that it ceases to be infringing; (c) terminate this Agreement immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination.

8. Account Information Services (AIS)

1fs Wealth provides you with regulated account information services as an agent of Plaid Financial Ltd., an authorised payment institution regulated by the Financial Conduct Authority under the Payment Services Regulations 2017 (Firm Registration Number: 804718) for the provision of payment services, including account information services.

9. Termination

  1. Without affecting any other right or remedy available to it, either party may terminate this Agreement on giving not less than 30 days' written notice expiring on or prior to the end of the Initial Period or any Extended Period.
  2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of this Agreement and fails to remedy that breach within a period of 30 days after being notified in writing to do so; (b) the other party becomes insolvent, enters into administration, or is wound up; or (c) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
  3. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
  4. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.
  5. On termination for any reason: (a) all rights granted to the Customer under this Agreement and access to the 1fs Wealth Platform shall cease; (b) the Customer shall cease all activities authorised by this Agreement; (c) the Customer shall immediately pay to the Supplier any undisputed sums due to the Supplier under this Agreement.

10. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

11. Remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

12. Entire Agreement

  1. This Agreement, the schedules and any other documents or information expressly 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.
  2. Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty of any person other than as expressly set out in this Agreement or those documents.
  3. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this Agreement.
  4. Nothing in this clause shall limit or exclude any liability for fraud.

13. Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14. Severance

  1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
  2. If any provision or part-provision of this Agreement is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15. Counterparts

This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

16. Third-Party Rights

  1. The Customer and any of its Affiliates may enforce the terms of this Agreement to the fullest extent permitted by law as if they were a party to this Agreement, subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999.
  2. Except as provided in clause 17.1, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
  3. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement.

17. No Partnership or Agency

  1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
  2. Each party confirms it is acting on its own behalf and not for the benefit of any other person save as otherwise provided herein.

18. Force Majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for in excess of one (1) month, the party not affected may terminate this Agreement by giving not less than 10 days' written notice to the affected party.

19. Notices

  1. Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
  2. Any notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
  3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall include e-mail.

20. Governing Law and Jurisdiction

  1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
  2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).