Pensions and investments online service Terms and Conditions for financial advisers
1. Parties and Interpretation
1.1 These Terms govern access to and use of the System (as defined below) by financial advisers.
1.2 Business is conducted between Royal London and you.
1.3 These Terms shall be read in conjunction with, and not as an amendment to, Royal London’s Terms of Business, Privacy Notices, Cookie Policy and adviser website Terms and Conditions. Where there is any conflict in relation to access to or use of the System or Adviser Tools, these Terms shall prevail.
1.4 If there is any conflict between these Terms and the Terms of Business in relation to access to and use of the System or Adviser Tools, these Terms shall prevail.
2. Definitions
In these Terms, unless the context otherwise requires:
“Adviser‑Facing Tool Outputs” means any outputs, analysis, conversation prompts, insights, responses, reports, dashboards, content or materials including any personalised, tailored or user-specific results, system-generated by, or through the Adviser Tools, which are made available solely to you (and not directly to clients), including outputs intended to support adviser review, analysis, decision‑making or client discussions. Adviser-Facing Tool Outputs may be generated in whole or in part using software, models, algorithms, data sets or other Intellectual Property Rights owned by third parties and used under licence by us or on our behalf. All such third‑party Intellectual Property Rights remain the property of the relevant third party, and the inclusion of any such elements within the Adviser-Facing Tool Outputs does not transfer or assign any ownership rights to you;
“Adviser Materials” means any logos, trade marks, images, photographs or other branding materials owned or licensed by you, which are uploaded to or used within the Adviser Tools from time to time;
“Adviser‑Supplied Data” means any information, data, assumptions or inputs (including personal and client data) which you provide or select for use within the System or any Adviser Tool, including for the purpose of generating Tool Outputs, but excluding Adviser Materials and any content or data generated by Royal London or the Adviser Tools;
“Adviser Tools” means the online tools and digital services made available by Royal London from time to time via the System to support your advice process, including (without limitation), the Personalised Client Review Service (“PCRS”) each as described on Royal London’s website or in associated user materials or service‑specific documentation;
“Client‑Facing Tool Outputs” means any outputs, analysis, communications, conversation prompts, insights, responses, reports, content or materials including any personalised, tailored or user-specific results, system-generated by, or through the Adviser Tools, which are delivered or made available directly to clients, whether branded with your Adviser Materials or otherwise, including automated communications, reports or educational content sent to clients through the Adviser Tools. Client-Facing Tool Outputs may be generated in whole or in part using software, models, algorithms, data sets or other Intellectual Property Rights owned by third parties and used under licence by us or on our behalf. All such third‑party Intellectual Property Rights remain the property of the relevant third party, and the inclusion of any such elements within the Client-Facing Tool Outputs does not transfer or assign any ownership rights to you;
“Cookie Policy” means a statement that explains what HTTP cookies and similar technologies are, how we use them and how you can manage their use. Our cookie policy is at www.royallondon.com/legal/cookie-policy;
“Data Protection Laws” means all applicable laws relating to data protection, the processing of personal data, privacy and electronic communications in force in the UK from time to time;
“Intellectual Property Rights” means all intellectual property rights in any part of the world, whether registered or unregistered, including copyright and related rights, database rights, rights in software, trademarks and service marks, business names and domain names, design rights, patents, rights in inventions, rights in confidential information (including know‑how and trade secrets), rights in data and all similar or equivalent rights, together with all applications for, and rights to apply for, renew or extend, such rights;
“Online Applications” means applications for Royal London products submitted electronically, including transfers in and payment out instructions;
“Online Policy Changes” means electronic instructions to amend client details;
“Privacy Notices” means a statement that explains how we collect, store, use, share and erase personal data. Our privacy notices are at www.royallondon.com/legal/privacy;
“Royal London”, “we”, “us” or “our” means The Royal London Mutual Insurance Society Limited, a company incorporated in England and Wales with registered number 00099064 and whose registered office is at 80 Fenchurch Street, London, EC3M 4BY and any of its subsidiaries;
“Software” means software made available to you by Royal London for use in connection with the System.
“System” means the dedicated secure internet facilities for financial advisers available via Royal London’s website at royallondon.com, related test sites, or via Trusted Third Party systems using secure messaging which Royal London has made available to you in response to your request for access to be granted;
“Terms” means Royal London’s pensions and investments online service and tools Terms and Conditions for financial advisers;
“Terms of Business” means the Terms and Conditions on which business is conducted between you and Royal London;
“Tool Outputs” means Adviser-Facing Tool Outputs and Client-Facing Tool Outputs;
“Trusted Third Party” means any third party with whom Royal London has entered into an agreement for the provision of online authentication or related services; and
"You", "your" meaning a person, firm or company (including, where appropriate, your partners, directors, employees and any person for whom you are responsible).
3. Permitted Use of the System and Adviser Obligations
3.1 Access to the System is provided to allow you to:
(i) access information about Royal London products;
(ii) obtain current details of Royal London products purchased by your clients only;
(iii) submit Online Applications on behalf of your clients;
(iv) instruct Online Policy Changes; and
(v) access to online tools and services that we make available to you to help you to advise and/or provide services to your clients, including but not limited to, the Adviser Tools which may provide adviser-branded reports or client-facing reports and content, digital client-engagement journeys, financial planning analysis, risk profiling tools, structured review outputs, drawdown governance checks and monitoring functionality.
3.2 You are solely responsible for determining which clients are appropriate recipients of the Adviser Tools.
3.3 Unless expressly stated otherwise in writing, Royal London does not:
(i) monitor client circumstances, outcomes, suitability or appropriateness;
(ii) review or validate regulatory compliance;
in each case arising from your use of the Adviser Tools.
3.4 For the avoidance of doubt, when you are using the Adviser Tools, Royal London has no obligation to identify, escalate or notify you of risks, issues or changes affecting a client and shall not be responsible for any failure to do so.
4. Licence to Use the System and Access Rights
4.1 Royal London grants to you a non-exclusive, non-transferable licence to use the System for the purposes set out in these Terms.
4.2 Royal London reserves the right to amend, update or alter the System at any time, and these Terms shall apply to the System as so amended, updated or altered from time to time.
4.3 Royal London shall accept any request for data from a Trusted Third Party with accompanying security identifying the request as originating from you as a request from you.
4.4 Royal London will use its reasonable endeavours to ensure that access to the System will be available during normal business hours. However Royal London is under no obligation to provide access and shall have no liability to you for failure to provide access to the System during such hours or at any other time.
4.5 Please read these Terms carefully before you start to use the System as they will apply from the date you first access the System.
4.6 Royal London reserves the right to withdraw your access to the System and to terminate these Terms at any time without notice and without giving any reason.
5. Data Ownership, Use and Confidentiality
5.1 All information and data made available to you through the System by Royal London (excluding Adviser Materials and Adviser-Supplied Data) is confidential and must be treated as such.
5.2 You may use such confidential information and data solely for the purpose of advising and servicing your clients in accordance with these Terms and the Terms of Business, and for no other purpose.
5.3 You must keep all confidential information secure and shall not disclose any client-specific information to any third party except:
(i) with the relevant client’s consent; or
(ii) where disclosure is required by applicable law or regulatory obligation.
6. Electronic Communications and Instructions
6.1 The following Terms apply to all electronic communications relating to Online Applications and Online Policy Changes:
(i) Your communications shall not be deemed to have been properly received by Royal London until the communication is accessible by Royal London;
(ii) You accept responsibility and liability for the completeness and accuracy of any communication sent to Royal London using the System and Royal London will not be liable for any consequence of any incomplete or incorrect communication;
(iii) You authorise Royal London to treat any electronic communication from you as a valid instruction without the need for further written confirmation. Royal London will treat your instructions as your own even if you can prove that they were not sent by you or with your authority provided that Royal London or its employees were not guilty of negligence, fraud or wilful default in treating them as valid instructions;
(iv) If you do not receive confirmation or if any aspect of the confirmation received does not accurately reflect the instruction given by you or you receive a confirmation for an instruction relating to business which has not been placed by you, you should immediately notify Royal London giving full details of the issue. In the event that you fail to notify Royal London as soon as reasonably practicable in any of these circumstances, you will be deemed to accept the Terms of the confirmation as sent to you by Royal London; and
(v) Royal London reserves the right to obtain from you written confirmation of any instruction sent via the System.
7. Data Protection
7.1 You shall at all times in using personal data received as a result of your access to and use of the System comply with Data Protection Laws.
7.2 You shall ensure that you have appropriate notifications in place to allow you to hold and process personal data received as a result of your access to and use of the System.
7.3 You shall implement and maintain appropriate technical and organisational measures to prevent the accidental, unauthorised or unlawful processing, destruction, loss, alteration, damage to or disclosure of, or access to, the personal data.
7.4 For the purposes of the Adviser Tools, Royal London acts as a data controller in respect of the personal data it processes through those services for the purposes of:
(i) operating and maintaining the relevant Adviser Tool;
(ii) generating Tool Outputs; and
(iii) scheduling and delivering communications directly to clients in accordance with the service design and these Terms (where applicable).
7.5 You acknowledge that, in using the Adviser Tools, Royal London does not act as a processor on your behalf. Nothing in these Terms is intended to create a joint controller relationship between you and Royal London.
7.6 You remain responsible for:
(i) determining whether use of the Adviser Tools is appropriate for a client;
(ii) ensuring that any personal data you provide to Royal London for use within those services is obtained and shared lawfully and in compliance with Data Protection Laws; and
(iii) providing appropriate privacy information to clients in relation to your use of the Adviser Tools.
7.7 Royal London will process personal data in accordance with its Privacy Notices.
7.8 References in these Terms to Royal London acting as a data controller apply only to the personal data processed by Royal London for the purposes described in clause 7.4.
8. Security Obligations
8.1 You shall not disclose to any third party any password or user ID allocated to you by Royal London nor provide to any third party any digital certificate granting access to the System.
8.2 You shall immediately upon an employee leaving your employment:
(i) change all System passwords available to the former employee that are shared with existing employees.
(ii) revoke all digital certificates used to access the System that are used by the former
employee.
(iii) contact Royal London to request that all means of accessing the System available solely to the former employee are cancelled.
8.3 You shall notify Royal London immediately if you become aware, or have reason to believe, that the security of the System has been compromised.
9. Acceptable Use and Misuse of the System
9.1 You shall at all times use and access the System in accordance with any guidance issued by Royal London from time to time and shall not use the System for any unlawful, improper or immoral purpose.
9.2 Any access to Royal London’s systems, other than access to the System or any unrestricted access areas on the website at royallondon.com and other related test sites, or inappropriate use of the System will result in the immediate termination of these Terms.
10. Software Use
10.1 You shall not modify, assign, sublicense, sell, charge or rent the Software nor shall you copy, modify, enhance, compile or assemble or reverse engineer the Software unless where permitted by law or in accordance with these Terms.
10.2 Other than where required by law, Royal London provides no warranty that the Software is fit for its purpose nor that it is free of errors, viruses or bugs.
11. Accuracy of System Information
11.1 Royal London has taken reasonable care to ensure that the information contained on the System is accurate; however, no representation or warranty, expressed or implied, as to the accuracy or completeness of such information is given.
11.2 Royal London shall have no liability for any loss or damage (whatsoever or howsoever caused) suffered by you arising from the use of, or reliance upon, the information contained in the System (including, but not limited to, any loss of use, data or profit or any other loss or damage direct, indirect or consequential whether in an action for contract, negligence or other tortious action) or any failure on the part of Royal London to make access available to you or as a result of any damage to your computer systems arising from your use of the System.
11.3 Royal London will accept no liability for failure to carry out any instruction received electronically using Online Applications or Online Policy Changes unless you can show that you have received an accurate confirmation of such instructions, or if Royal London is unable to obtain payment of the full amount due, or if incorrect details are submitted with your instruction.
11.4 For the avoidance of doubt, nothing in this clause 11 seeks to exclude or limit any liability which may not lawfully be excluded or limited.
12. Regulatory Responsibility
12.1 You remain solely responsible for compliance with all applicable regulatory requirements, including those of the Financial Conduct Authority. You shall not rely solely on the Adviser Tools when providing regulated advice and shall exercise your own professional judgement at all times.
12.2 You acknowledge and agree that the Adviser Tools and any Tool Outputs generated by them do not constitute regulated advice or a personal recommendation.
12.3 Royal London is not responsible or liable for any regulated advice given by you to your clients, or for any decisions or actions taken by you, including where such advice, decisions or actions are taken in reliance on the Adviser Tools or any Tool Outputs.
13. Fair Usage
13.1 Royal London may, acting reasonably, apply fair usage limits in respect of access to, or use of, the Adviser Tools, in order to protect the performance, security and availability of the Adviser Tools for all advisers using them.
13.2 Where Royal London determines, in its sole discretion, that your use of the Adviser Tools (or use by an individual user linked to your firm) is excessive, materially exceeds normal usage patterns, or otherwise impacts (or is reasonably likely to impact) the performance of the Adviser Tools for other users, Royal London may:
(i) temporarily restrict or suspend access;
(ii) reduce functionality; or
(iii) impose reasonable usage thresholds.
13.3 Royal London shall, where practicable, notify you in advance of taking such action and shall use reasonable endeavours to work with you to resolve any underlying issues.
13.4 Nothing in this clause shall oblige Royal London to continue providing access where such access would, in Royal London’s sole opinion, adversely affect the integrity, security or availability of the Adviser Tools.
14. Adviser Materials
14.1 You warrant and represent that:
(i) you have all necessary rights, licences and permissions to provide Adviser Materials for the purposes of these Terms;
(ii) the Adviser Materials comply with all applicable laws or regulatory requirements; and
(iii) the Adviser Materials do not infringe any third party Intellectual Property Rights nor contain any inappropriate or offensive content.
14.2 Where Adviser Materials are used in connection with any Adviser Tools, Royal London does not review, approve or take responsibility for the content, branding, tone, accuracy or regulatory compliance of those Adviser Materials. Any checks carried out by Royal London prior to use of Adviser Materials are limited to confirming that the materials:
(i) upload successfully and function as intended within the Adviser Tools;
(ii) comply with required technical specifications, formatting and file requirements; and
(iii) are suitable for technical display within the System.
Such checks are carried out for technical and operational purposes only and do not constitute approval, endorsement or validation of Adviser Materials from a legal, regulatory, compliance or branding perspective. You remain solely responsible for all such matters.
14.3 Royal London may remove, disable or refuse to display the Adviser Materials where Royal London reasonably believes that such Adviser Materials are misleading, inappropriate, infringe third party Intellectual Property Rights or inconsistent with the operation of the Adviser Tools or with applicable laws or regulatory requirements. Any action under this clause does not constitute review, approval or endorsement of Adviser Materials.
14.4 Royal London shall not use the Adviser Materials for any wider promotional activity or external publication without your prior written consent.
15. Adviser-Supplied Data
15.1 Where the Adviser Tools permit you to submit, upload or otherwise provide Adviser-Supplied Data, Adviser Materials or Tool Outputs, you acknowledge and agree that you are solely responsible for the completeness, accuracy and quality of all Adviser-Supplied Data.
15.2 Royal London does not verify, validate or independently assess Adviser-Supplied Data.
15.3 Adviser-Facing Tool Outputs are provided solely to support your professional activities. They do not constitute advice, recommendations or opinions of Royal London and must not be represented or relied upon as such.
15.4 Adviser-Facing Tool Outputs may be shared with clients for their personal, educational use only (not for commercial purposes), where appropriate, provided they are accompanied by any assumptions, limitations or disclaimers included in the Adviser-Facing Tool Outputs.
15.5 Where Client-Facing Tool Outputs are generated and delivered directly to clients by Royal London through the Adviser Tools, Royal London is responsible solely for the technical generation and delivery of those Client-Facing Tool Outputs in accordance with the relevant service design and these Terms. Your responsibility is limited to client selection, enrolment and removal from the service and compliance with applicable legal and regulatory requirements.
15.6 You shall ensure that all data you provide is obtained and used lawfully and, where applicable, with the necessary consents of the relevant client.
16. Intellectual Property Rights
16.1 All content, templates, journeys, methodologies and materials forming part of the Adviser Tools (including Adviser-Facing Tool Outputs and Client-Facing Tool Outputs but excluding Adviser Materials and Adviser-Supplied Data) are owned by, or licensed to, Royal London or relevant third parties.
16.2 You grant Royal London a non-exclusive, royalty-free, revocable licence to use the Adviser Materials solely for the purpose of displaying or incorporating those Adviser Materials within adviser-specific services made available to your clients through the Adviser Tools and for no other purpose.
16.3 Royal London (and/or its licensors) retains all Intellectual Property Rights in the Adviser Tools and the Tool Outputs, including the structure, templates, methodologies and underlying content used to generate them.
16.4 Subject to your compliance with these Terms, Royal London grants you a limited, non‑exclusive, non‑transferable and revocable right to use the Tool Outputs solely for the purpose of advising and servicing your clients in connection with the relevant Adviser Tools.
16.5 Subject to the limited client-sharing rights in clause 15.4, Tool Outputs must not be copied, published, adapted, reused or exploited outside the Adviser Tools (including for marketing, training, product development, system‑training or public‑facing purposes), nor may any notices, disclaimers or contextual information be removed or altered within them, without Royal London’s prior written consent.
17. Liability and Indemnity
17.1 To the fullest extent permitted by law, Royal London shall not be liable to you (whether in contract, tort, negligence, breach of statutory duty or otherwise) for any:
(i) loss of profit, loss of revenue, loss of business, loss of opportunity or loss of goodwill;
(ii) indirect, consequential or special loss;
(iii) loss arising from any use of the Adviser Tools or reliance on the data, Tool Outputs generated by the Adviser Tools except to the extent that such loss arises directly from Royal London’s fraud or fraudulent misrepresentation.
17.2 You hereby agree to indemnify Royal London in respect of any loss, costs, claim, liability, damages or expenses (including legal costs and expenses) suffered by Royal London as a result of your misuse of the System (including the Adviser Tools or Tool Outputs) or any element thereof or any wilful default or fraud by you, or any breach by you, of the Data Protection Laws or these Terms. This obligation shall survive any termination of these Terms.
17.3 Nothing in these Terms excludes or limits liability for:
(i) death or personal injury caused by negligence;
(ii) fraud or fraudulent misrepresentation; or
(iii) any other liability which cannot lawfully be excluded or limited.
18. Assignment and Third-Party Rights
18.1 Royal London shall be entitled to assign these Terms at any time without your consent.
18.2 Only you and us shall have any rights to enforce any of these Terms.
19. Severance and Waiver
19.1 Each of the paragraphs of these Terms operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
19.2 If we fail to insist you perform any of your obligations under these Terms or if we do not enforce our rights against you, or if we delay in doing so, that will not mean we have given up our rights against you and will not mean that you do not have to comply with those obligations.
20. Governing Law and Jurisdiction
20.1 These Terms are governed and construed by the laws of England and Wales and are subject to the English courts which will have exclusive jurisdiction over any dispute that arises in connection with them.