Supplemental terms

Publication date 22-05-2020

The following Supplemental Terms apply in addition to the Supplemental Terms for the Xplan API.

1 - Where the API Service relates to Mortgage Sourcing and Protection Sourcing modules of the Customer’s Xplan Mortgage site (the Customer Site), the Customer may only use the simplified interface to the Xplan API which has additional business rules for simplified access to Xplan Mortgage on the Customer Site. The Permitted Purpose shall further be limited to one of the following which shall be detailed in the Service Order:-

(i) creation and recovery of client and mortgage scenarios for the purposes of mortgage sourcing and retrieval of mortgage documentation; or

(ii) creation and recovery of client and protection scenarios for the purposes of protection sourcing and retrieval of protection documentation; or

(iii) retrieval of quotation results in order to complete new business transactions

2 - For the purposes of paragraph 5 above, the Authorised Users must have appropriate licenses in place in the Xplan Mortgage, Mortgage Sourcing and Protection Sourcing modules.

Publication date 22-05-2020

Definitions

RSP means the service connecting retail service providers with retail buy-side (which includes execution-only stockbrokers) through an electronic gateway on an Iress platform.

Supplemental Terms

1 Access by a buy-side Customer to RSP as part of an Iress Service is conditional upon:-

1.1 the Customer notifying Iress in writing which market maker(s) it wishes to connect to, and such market maker(s) confirming to Iress that it has approved the Customer; and

1.2 the Customer entering into an agreement with each relevant market maker. The Customer shall promptly notify Iress when it has entered into such agreement. The continued provision of that aspect of the Iress Service shall be subject to the Customer continuing to have in place and complying with the provisions of that agreement.

2 Certain connectivity services in respect of the RSP shall be performed by Proquote Limited, a company within the Iress Group.

Updated on 1 July 2021

Definitions

Input Data: any information (including Customer Personal Data / Information) that an Authorised User enters into the Services, or data that is produced by the Services as a result of the processing of that information.

1. In the event this is not already covered in the Terms, Iress may collate, extract and copy data (including Input Data) from the Iress Services in order to aggregate such data and anonymise it so as to remove any Customer Personal Data / Information (“Anonymised Data”). The Anonymised Data may be used by Iress for delivering or improving Iress’ services or solutions (including for commercial benefit) or for other business purposes, and it may be shared with members of the Iress Group and/or made available to third parties as part of Iress’ services (or otherwise), provided always that any use of the Anonymised Data by Iress, and any distribution of such Anonymised Data outside of Iress, is in accordance with applicable law.
2. The Customer agrees that for the purposes of the Agreement, in particular the Support Framework, any Incidents in relation to Advice Compliance shall fall under the definition of a Severity 3 or Severity 4 Incident only.

Version control

Updated on 9 May 2023

Definitions

Advice and Workflow Templates means the pre-configured advice and workflow templates for the Xplan software which includes, but is not limited to, advice document templates, wizards and workflows.

Advice Toolkit means the provision of Advice and Workflow Templates, Site Setup and Ongoing Site Administration.

Iress Managed Site means the multi-tenancy Xplan site managed by Iress from which the Customer accesses Advice Toolkit as notified to the Customer prior to Go-Live and updated by Iress from time to time.

Site Setup means:

a) configuration of the Xplan Site and Advice and Workflow Templates;

b) setup of users, groups, capabilities and access levels; and

c) setup of system settings including assumptions, asset allocation, approved product lists and risk profiles.

Ongoing Site Administration means:

a) maintenance and support of changes to work completed during Site Setup; and

b) ongoing user management.

Standalone Site means the single-tenancy Xplan site managed by the Customer from which the Customer accesses Advice Toolkit.

Supplemental Terms

1. Unless otherwise detailed in a Service Order, the Iress Fees for Advice Toolkit are based on Iress providing the Customer with one Site Setup. For the avoidance of doubt, Iress reserves the right to charge additional Iress Fees where a Customer requires Site Setup for multiple practices, brands or user groups, or otherwise requires Site Setup after Go Live.
2. The Advice and Workflow Templates are developed on Iress’ interpretation of relevant regulation and legislation. Although Iress has taken reasonable steps and exercised due skill in ensuring the accuracy of the content of the Advice and Workflow Templates, Iress makes no warranty that the Advice and Workflow Templates will comply with specific legislation or regulations and the Customer agrees that it will be solely responsible for complying with its own legal and regulatory obligations.
3. The Customer acknowledges that Iress retains the right to terminate or suspend the Customer’s or any of its Authorised Users’ access to Advice Toolkit if it reasonably believes that such access has breached the Agreement.
4. For the avoidance of doubt, Advice Toolkit does not include:
   1. data feed setup and administration;
   2. customised templates and coding;
   3. CommPay setup and commission processing; or
   4. consulting services.

(Out of Scope Services)

1. Where the Customer requires Out of Scope Services or any other services not set out in this Service Order, Iress may provide a quote to the Customer upon request. After which, the parties may agree in writing the fees payable for those Out of Scope Services.

Publication date 18-03-2022

Definitions

Acceptable Use Policy means the acceptable use policy available at www.bcgateways.com/tos.

Blockchain means the private blockchain solution offered by Iress which can be used to upload and distribute structured data and associated data within a known community.

Data Pack means any information in the prescribed format uploaded to the Blockchain by a Publisher.

Product means a use case for the Blockchain Services set out in a Service Order.

Publisher means a customer which publishes Data Packs on the Blockchain.

Subscriber means a customer which downloads or subscribes to Data Packs made available to them via the Blockchain.

Supplemental terms

1 - Provision of Services

a) Iress provides the Services, and the Customer may use the Services:

i) to access and subscribe to Data Packs made available through the Blockchain as a Subscriber; and

ii) where expressly permitted by Iress, to publish Data Packs onto the Blockchain as a Publisher.

b) Iress may at any time add, remove or change features to the Blockchain or additional Products.

c) Iress accepts no liability for any aspect of the Publisher and Subscriber interaction, including but not limited to the availability, accuracy or completeness of any Data Packs or Publisher information.

2 - Customer Obligations

2.1 - User Obligations

The Customer must:

a) ensure that all Authorised Users use the Services in accordance with the terms of the Agreement (including the Acceptable Use Policy) and is responsible for any breach of the Agreement by an Authorised User;

b) use user administrative controls to allocate login details to its Authorised Users. The Customer must ensure that its Users do not share logins or passwords provided in order to access the Services. Concurrent use is not permitted;

c) not access or use any part of the Services, including any Data Packs accessed through the Services, to build a product or service which competes with the Services;

d) only access and use the Services within Australia; and

e) pay any Fees which accrue through the use of the Services.

The Customer acknowledges and agrees that no agreement is created between it and any other customer acting as a Publisher or Subscriber on the Blockchain.

3 - Publisher

3.1 - Publisher Obligations

Where the Customer is a Publisher, the Customer warrants that any Data Pack or information posted on the Blockchain will not:

a) be false, inaccurate or misleading or deceptive;

b) contain any Personal Information (to avoid doubt, the attachment to any Data Pack sent via the Blockchain Service may contain Personal Information relating to the specific communication purpose. However, the information posted onto the Blockchain must not contain Personal Information);

c) be used to transmit information which is unlawful, harassing, offensive, defamatory or obscene;

d) infringe any third party's intellectual property rights, confidentiality or privacy;

e) violate any applicable law; or

f) contain any Harmful Code.

This clause 3.1 survives termination or expiry of the Agreement.

3.2 - Data Packs

a) Data Packs must be published in the type and format prescribed by Iress and not exceed the maximum size or number of attachments as directed by Iress.

b) The Publisher acknowledges that the publication of Data Packs is voluntary and it is not entitled to any remuneration, royalty or licence fee for the publication of a Data Pack to the Blockchain.

c) The Publisher may control access to the Data Pack and related information to individual Authorised Users, a group of users or the entire community.

d) The Publisher will pay any applicable Fees to Iress associated with uploading Data Packs to the Blockchain.

3.3 - Permanency of Publication

a) The Publisher acknowledges that the record of a publication of a Data Pack on the Blockchain is permanent and cannot be modified, removed or deleted once published.

b) The substance of a Data Pack may only be removed from the Blockchain (i) with the permission of the Publisher and all relevant Subscribers to that Data Pack; and (ii) where the removal of the Data contained in the Data Pack is not prohibited by any applicable laws, regulations or record-keeping obligations of a party.

This clause 3.3 survives termination or expiry of the Agreement.

4 - Subscriber Obligations

Where the Customer acts as a Subscriber, the Customer warrants that it will:

a) only use the Data Packs for its internal business purposes;

b) not publish, resell or otherwise deal in the Data Packs in a manner inconsistent with the Agreement and any rules associated with the Blockchain; and

c) pay any applicable Fees to Iress for the Data Packs or other services acquired pursuant to a Service Order.

This clause 4 survives termination or expiry of the Agreement.

5 - Intellectual Property

a) As between the parties:

i) all Intellectual Property Rights in the Blockchain and Data (other than Data Packs and other Customer IP) remain vested in Iress (or its licensees). The Customer’s only rights in relation to the Services are those expressly granted by the Agreement;

ii) all Intellectual Property Rights in the Data Packs remain vested in the Publisher of the Data Packs; and

iii) The Publisher grants Iress a worldwide, non-exclusive, perpetual, irrevocable licence to use, modify and publish Data Packs in connection with the Services, including to sub-licence Data Packs to other customers who are a Subscriber of that Data Pack for the Subscriber’s internal business purpose.

b) The Publisher warrants that it has all licences and rights necessary to publish the Data Packs on the Blockchain and the use of the Data Packs by Subscribers will not infringe the Intellectual Property Rights of any person.

c) Iress does not warrant that the Service or Data Packs will be free from interruption or complete, accurate or error-free and the Customer agrees that Iress is not liable for non-performance, inaccuracy, error or other interruption in the Data Packs or Services for any reason whatsoever.

9 - Audit right

Iress may from time to time audit the Customer’s use of the Services to verify that the correct Fees have been paid by the Customer.

Publication date 22-05-2020

Definitions

Adviser User: an employee, agent or independent contractor of (i) the Customer (ii) a member of the Customer’s Group; and/or (iii) where applicable, members of the Customer network.

Customer Content means any templates, documentation, images, formulas, calculations and any other information that is (i) input or uploaded into or included within the Services by (or on behalf of) the Customer or an Authorised User; or (ii) is made available to Iress by (or on behalf of) the Customer for incorporation within the Services from time to time.

End Client: means a client of an Adviser User or the Customer (or a member of its Group).

Supplemental Terms:

1 - The Iress Fees set out in a Service Order shall be based upon each Adviser User having a right to make the Client Portal available to up to 1,000 End Clients. In the event an Adviser User wishes to make the Client Portal available to more than 1,000 End Clients, Iress reserves the right to increase the Iress Fees.

2 - To the extent the Customer provides any Customer Content to Iress for inclusion in the Iress Services:

(a) the Customer acknowledges that it is responsible for the Customer Content and the compliance of such Customer Content with all applicable laws; and

(b) the Customer warrants that it has the right to make such Customer Content available to Iress and for it to be included within the Iress Services, and that the provision of such Customer Content will not infringe the Intellectual Property Rights of any person; and

(c) the Customer acknowledges that Iress has no obligation to the Customer, and undertakes no responsibility, to review the Customer Content.

Publication date 22-05-2020

Definitions

Adviser User means an employee, agent or independent contractor of (i) the Customer; (ii) a member of the Customer’s Group; or (iii) where applicable, members of the Customer’s network.

App Store Provider means Apple Inc (iOS), Google (Android) or any other operator from whose site the End Client downloaded the Mobile App.

Client Portal Mobile App means the application software incorporating certain functionality accessed via Iress’ client portal module of Xplan or Private Wealth (“Client Portal”) developed for operation on a mobile device and/or a tablet on the operating systems of Android and IOS.

End Client means a client of an Adviser User or the Customer (or a member of the Customer Group).

Go Live means the date that the Client Portal Mobile App is published to the App Store Provider.

Permitted Purpose use of the Services by the End Client in connection with the receipt of financial advisory services from the Customer.

Supplemental Terms

1 - The Customer is responsible for putting in place an end user licence agreement (“EULA”) between it and the End Users who download the Client Portal Mobile App.

2 - The Customer:

(a) shall ensure that Iress is not a party to the EULA, and makes no commitment to the End Client (whether under the EULA or any other contract or otherwise) and incurs no liability whatsoever (whether in contract, negligence or other tort) to the End User.

(b) shall ensure that the licence that the Customer grants to the End Client is limited to a non-transferable, non-exclusive, terminable licence to use the Client Portal Mobile App on the End User mobile device and/or tablet for the Permitted Purpose only and subject to any rules or policies applied from any App Store Provider.

(c) is responsible for any express warranty that it makes to the End Client in the EULA.

(d) acknowledges that Iress has no responsibility in relation to the manner in which the Client Portal Mobile App is used or any advice or recommendations provided or actions taken as a result of use of the Client Portal Mobile App.

3 - The Customer shall procure and assign to Iress any necessary rights and permissions reasonably required by Iress to perform its obligations under this paragraph (“Developer Permissions”). Iress shall use the Developer Permissions in accordance with the relevant App Store Provider’s terms and conditions. Iress shall use the Developer Permissions to provide reasonable assistance to the Customer in (i) submitting the Client Portal Mobile App for approval by the relevant App Store Provider and (ii) publishing an approved Client Portal Mobile App with a relevant App Store Provider. For the avoidance of doubt, Iress shall not be responsible for any acts or omission of the App Store Providers.

4 - The Customer acknowledges that in order for it to have continued access to the Client Portal Mobile App, the Customer must have a separate license with Iress to use the Client Portal module.

5 - The display of Third Party Services via the Client Portal Mobile App may be subject to additional Third Party Fees or subject to the Customer entering into a Direct Agreement with relevant Third Party Service Provider(s).

Publication date 13 September 2023

Definitions

Counterparty means a third party nominated by the Customer, and approved by Iress from which or to which Messages may be transmitted.

FIX means financial information exchange.

FIX Protocol means the global standard electronic protocol for pre-trade and trade communications, allocations and trade executions as updated from time to time.

FIX Services means any or all of the FIX Protocol based services as set out in a Service Order, including any Third Party Services provided in connection with a Third Party Network.

FIX Session means a dedicated session established by Iress between the Customer, a Counterparty and Iress over which Messages may be transmitted.

Iress Network means the private financial services network owned by Iress through which Messages are transmitted and which may from time to time connect with Third Party Networks.

Message means a transmission of FIX data over the Network during a FIX Session.

Network means the Iress Network and a Third Party Network (if applicable).

Third Party Network means a private financial services network owned by a third party which connects to the Iress Network in order to transmit Messages.

Supplemental Terms

1 - Where required, the Customer shall comply with Iress’ specification requirements as to:
(a) connectivity required for the Customer to be able to access the Iress Network and FIX Services; and

(b) the format and structure of the Messages being transmitted by the Customer across the Iress Network,
(collectively “Certification Requirements”).

2 - Iress will be entitled, from time to time, to vary the format of Messages in order to facilitate the transmission of Messages.:

3 - Iress will work in conjunction with the Customer to carry out tests to ensure:
(a) that the Customer’s trading system is compatible with the Network in order for Messages to be transmitted; and
(b) where applicable, that it conforms with the Certification Requirements.

4 - Iress will configure and manage the Iress Network such that it will facilitate the transmission of Messages between the Customer and Counterparties during FIX Sessions.

5 - The Customer must restrict access to the Iress Network and FIX Services to its Authorised Users and Counterparties and promptly notify Iress as soon as it becomes aware of any unauthorised access to the Iress Network or unauthorised use of the FIX Services.

6 - The Customer acknowledges that:

(a) the Network and any FIX Services are provided on an as is and as available basis and are provided without warranty, representation or assurance of any kind; and

(b) Iress (and members of its Group) excludes all liability to the Customer (and members of the Customer’s Group) arising out of or in connection with the transmission and content of any Message, the Network and any FIX Services, and any acts or omissions of any third parties (including Counterparties), whether such liability arises in contract, misrepresentation, tort (including negligence) or otherwise.

Updated on 1 July 2023

Definitions

"Data Transfer” means the two-way flow of summary level data (which may include Customer Personal Data (for Customers based in the UK) /Personal Information (for Customers based outside of the UK) and Third Party Data) between Xplan/Private Wealth and an Integrating Party.

“Integration” means an integration between Xplan/Private Wealth and a software application of an Integrating Party via Xplan/Private Wealth application programming interfaces (APIs).

“Integrating Party” means the third party with whom the Integration exists.

“Iress Open” means the service made available to the Customer which enables it to activate certain Integrations to enable Data Transfer with an Integrating Party.

Supplemental Terms

1 - The Customer acknowledges that the services provided via the Integration shall be “Third Party Services” for the purposes of the Agreement.

2 - Customers based in the UK acknowledge (for data protection purposes) that to the extent a Data Transfer includes Customer Personal Data:

(i) that AWS shall be an authorised sub-processor of Iress; and

(ii) the Integrating Party is acting as a processor of the Customer and not a sub-processor of Iress.

3 - The Customer confirms that prior to activating the Integration enabling access to the third-party application it shall (if required to do so by the relevant Integrating Party) enter into a Direct Agreement with the relevant Integrating Party.

4 - The Customer may not use the Integration in a manner which involves consolidating many or all Authorised Users under one or very few Xplan/Private Wealth licences; or with a view to minimising the Xplan/Private Wealth licenses for which the Customer subscribes.

5 - The Customer shall not intentionally engage in conduct that results in any interference with or disruption of Iress servers or networks including without limitation, flooding or overloading Iress systems or networks.

6 - In the event any data provided by a Third Party Service Provider (other than data of the Integrating Party) is included in the Data Transfer, then the Customer must:

(i) ensure that the Data Transfer is permitted by the relevant Third Party Service Provider providing the data, including by ensuring that it has a Direct Agreement in place with the Third Party Service Provider if required;

(ii) retain all disclaimers and notices included in any data supplied by a Third Party Service Provider and,

(iii) comply with appropriate terms in respect of distribution, display and use of the same which may be imposed by the Third Party Service Provider, as set out in the Third Party Terms or in a Direct Agreement between the Customer and the relevant Third Party Service Provider.

Publication date 26-05-2022

Definitions

App Store Provider means Apple Inc (iOS), Google (Android) or any other operator from whose site the End Client downloaded the Mobile App.

End Client means a client of a Customer.

Go Live means the date that the Iress Trading Mobile App is published to the App Store Provider.

Iress Trading Mobile App means the downloadable application and software incorporating certain functionality accessed via Iress’ Market Data and Order Management module (“IOS+”) developed for operation on a mobile device on the operating systems of Android and IOS.

Permitted Purpose means the use of Iress Trading Mobile App by the End Client in connection with receipt of financial advisory services from the Customer.

Supplemental Terms

1 - The Customer is responsible for putting in place an end user licence agreement (“EULA”) between it and the End Users who download the Iress Trading Mobile App.

2 - The Customer:

(a) shall ensure that Iress is not a party to the EULA, and makes no commitment to the End Client (whether under the EULA or any other contract or otherwise) and incurs no liability whatsoever (whether in contract, negligence or other tort) to the End Client.

(b) shall ensure that the licence that the Customer grants to the End Client is limited to a non-transferable, non-exclusive, terminable licence to use the Iress Trading Mobile App on the End Client mobile device for the Permitted Purpose only and subject to any rules or policies applied from any App Store Provider.

(c) is responsible for any express warranty that it makes to the End Client in the EULA.

3 - The Customer shall procure and assign to Iress any necessary rights and permissions reasonably required by Iress to perform its obligations under this paragraph (“Developer Permissions”). Iress shall use the Developer Permissions in accordance with the relevant App Store Provider’s terms and conditions. Iress shall use the Developer Permissions to provide reasonable assistance to the Customer in (i) submitting the Iress Trading Mobile App for approval by the relevant App Store Provider and (ii) publishing an approved Iress Trading Mobile App with a relevant App Store Provider. For the avoidance of doubt, Iress shall not be responsible for any acts or omission of the App Store Providers.

4 - The Customer acknowledges that in order for it to have continued access to the Iress Trading Mobile App, the Customer must have a separate license with Iress to use the Order Management system (IOS+).

5 - The display of Third Party Services via the Iress Trading Mobile App may be subject to additional Third Party Fees or subject to the Customer entering into a Direct Agreement with relevant Third Party Service Provider(s).

6.6 - The Customer acknowledges that the performance of the Iress Trading Mobile App is not controlled by Iress.

Definitions

Data Transfer: means the access of Third Party Services (market data) via the URL Data Feed.

URL Data Feed: a URL that is provided by Iress to the Customer that provides a link to certain Third Party Services (market data), as agreed by Iress and the Customer in a Service Order.

Permitted Purpose: the Permitted Purpose set out in the Service Order that is applicable to a URL Data Feed.

1) The Customer may only access and use the URL Data Feed (including the Third Party Services accessible therein) for the Permitted Purpose agreed in a Service Order.

2) Prior to the URL Data Feed being made accessible to the Customer, the Customer shall be required to complete a questionnaire in order to identify Third Party Services to be accessed via the URL Data Feed, the purpose for which it is to be accessed and various other details. The Customer shall only be permissioned to access the URL Data Feed once the scope and purpose of the URL Data Feed have been agreed. Any requests from the Customer to access any further Third Party Services or to otherwise change any of the agreed scope or purpose of the URL Data Feed following this shall be provided in writing to Iress. 3) The Customer may be required to complete a further questionnaire in respect of such request and if agreed by Iress, may result in an increase to the Fees for the URL Data Feed.

The Customer agrees that it must ensure that:

(a) the Data Transfer is permitted by the relevant Third Party Service Provider including by ensuring that it has a Direct Agreement in place with the Third Party Service Provider if required;

(b) all disclaimers and notices to users in any Third Party Services which are the subject of a Data Transfer are retained; and

(c) it complies with appropriate terms in respect of distribution, display and use of the same which may be imposed by the Third Party Service Provider, as set out in the Third Party Terms or in a Direct Agreement between the Customer and the relevant Third Party Service Provider or in any applicable policies which apply in connection with the Customer’s use the Third Party Services via the URL Data Feed.

4) The Customer agrees to give Iress and its nominated auditor(s) access to audit and inspect its sites, facilities, records, materials and resources in relation to its receipt and use of the URL Data Feed and Third-Party Services.

5) The Customer must, no more than ten (10) days after the end of each anniversary of the date of entering into a Service Order, provide a written report to Iress declaring whether or not the use of the URL Data Feed and the Third Party Services under that Service Order are within the scope detailed in that Service Order or not, and if not, what uses are outside of the scope and the period for which the Customer’s uses of the URL Data Feed and Third Party Services have been outside of the scope.

Updated on 1 July 2023

Definitions

Customer Solution: means the Customer Solution identified in a Service Order or a Customer questionnaire.

Data Transfer: means the extraction of data via Iress Web Services.

Iress Web Services: a service which allows the Customer to incorporate Third Party Services and functionality into its own applications and websites, as well as to develop customised interfaces. Iress Web Services provides connectivity with the Iress Order System (IOS+) and SmartHub.

Permitted Purpose: in addition to its definition in the Terms, also means one or more of any of the following purposes which shall be identified in a Service Order:

(a) the Data Transfer of Third Party Services (market data),

(b) to carry out trades via an agreed Customer Solution,

(c) to carry out post trade reconciliation and extracts,

(d) general administration (setting up user accounts etc); and/or

(e) any other purpose that may be specified in the relevant Service Order.

Additional Terms

1 - The Customer may only access and use Iress Web Services for the Permitted Purpose agreed in a Service Order. If parties agree that the Customer can use Iress Web Services for any purpose other than the agreed Permitted Purpose, this may subject to additional fees and/or subject to further terms.

2 - The Customer may not use Iress Web Services:

(a) to assist it in migrating off any Software modules licensed to the Customer which offer trading functionality on to another solution providing that functionality; or

(b) in a manner which involves consolidating many or all Authorised Users under one or very few Software licences.

3 - The Customer must not use the Iress Web Services in a manner that is excessive, unusual, or engage in conduct that places a disproportionate strain on, or results in any interference with or disruption of Iress servers or networks including without limitation, flooding or overloading Iress systems or networks.

4 - Iress shall review the Customer’s use of the Iress Web Services. If during such a review, Iress considers, in its absolute discretion, that the Customer’s use of the Iress Web Services is more than is considered reasonable by Iress, in its absolute discretion, Iress reserves the right to suspend or terminate access to the Iress Web Services. Alternatively, should the Customer wish to use the Iress Web Services in a manner beyond what is permitted under a Service Order, either party may propose the development of bespoke infrastructure for the Customer at an additional fee to be agreed in writing by the parties.

Additional Supplemental Terms applicable where Iress Web Services are accessed for the purpose of Data Transfer of Third Party Services (e.g. trading and market data products)

5 - Prior to the Iress Web Services being enabled, the Customer shall be required to complete a questionnaire in order to identify Third Party Services to be extracted via the Iress Web Services, the purpose for which it is to be extracted and various other details. The Customer shall only be permissioned to extract data via the Iress Web Services once the scope and purpose of the Iress Web Services have been agreed. Any requests from the Customer to extract any further Third Party Services or to otherwise change any of the agreed scope or purpose of the Iress Web Services following this shall be provided in writing to Iress. The Customer may be required to complete a further questionnaire in respect of such request and if agreed by Iress, may result in an increase to the Fees for the Iress Web Services.

6 - The Customer agrees that it must ensure that:

(a) the Data Transfer is permitted by the relevant Third Party Service Provider including by ensuring that it has a Direct Agreement in place with the Third Party Service Provider if required;

(b) all disclaimers and notices to users placed in any Third Party Services which are the subject of Data Transfer retained; and

(c) it complies with appropriate terms in respect of distribution, display and use of the same which may be imposed by the Third Party Service Provider, as set out in the Third Party Terms or in a Direct Agreement between the Customer and the relevant Third Party Service Provider or in any applicable policies which apply in connection with the Customer’s use of the Web-Services in connection with the Third Party Services.

7 - The Customer agrees to give Iress and its nominated auditor(s) access to audit and inspect its sites, facilities, records, materials and resources in relation to its receipt and use of the Iress Web Services. Iress will, to the extent it is able, provide the Customer with reasonable notice of any such audit. Each party will bear its own costs associated with such audits.

8 - The Customer must, no more than ten (10) days after the end of each anniversary of the date of entering into a Service Order, provide a written report to Iress declaring whether the use of the Iress Web Services under that Service Order falls within the Permitted Purpose, and if not, what uses fall outside of the scope and the period for which the Customer’s use of the Iress Web Services has fallen outside of the Permitted Purpose.

Published on 1 July 2021

The Managed Fund Data service is created in a specified format by Iress based on publicly available information which Iress does not verify. Except for the readability and format of the Managed Fund Data, Iress makes no representation as to the accuracy or completeness of the information contained in Managed Fund Data. The Customer acknowledges and agrees that the information is provided on an as-is basis and is solely responsible for verifying the information.

Publication date 22-05-2020

Definitions

Adviser User: an employee, agent or independent contractor of (i) the Customer (ii) a member of the Customer’s Group; and/or (iii) where applicable, members of the Customer network.

Exchange Additional Services means certain additional services which cannot be accessed via Xplan or Private Wealth and which are only available directly via (and which are listed on) the Exchange Website and include for example the annuity service, equity release and website templates.

The Exchange means the Iress Service known as ‘The Exchange’ which is available directly via the Exchange Website and also indirectly via certain modules of Xplan or Private Wealth and which includes the ability for users to request quotations and submit new business applications when accessing via Xplan or Private Wealth, and certain other services when accessing The Exchange directly.

The Exchange Website means www.exchange.co.uk or such other URL as adopted by Iress from time to time.

Prospector means the Iress Service known as ‘Prospector’ or ‘Trigold Prospector’ which provides access to certain mortgage sourcing services, including client data capture, mortgage product search, KFI production and application processing services.

Supplemental Terms

(1) Subject to paragraph (2) below, if at the time of entering into a Service Order, the Customer and/or any Adviser User already has a licence agreement(s) in place with a member of the Iress Group relating to its access to The Exchange, and/or Prospector (“Existing Licences”), the parties agree that:

(a) unless agreed otherwise in a Service Order, the fees payable by the Customer in relation to the Existing Licences shall remain in force;
(b) save as set out in (a) above, the Terms and these Supplemental Terms shall supersede and replace such Existing Licences in relation to the licence of The Exchange and/or Prospector (whether via a module of Xplan or Private Wealth or directly via The Exchange and/or Prospector).

(2) Adviser Users who wish to take Exchange Additional Services may be required to register separately for such services and may be charged separately for the Exchange Additional Services. The Customer is responsible for informing its Adviser Users that use of the Exchange Additional Services may attract additional charges for which the Adviser User is individually responsible. If an Adviser User has an individual licence in place which applies to its access to the Exchange Additional Services, that licence shall continue to govern that user’s receipt of the Exchange Additional Services.

(3) In order to access the modules of the Iress Services to which these terms apply, the Customer will be required to provide certain information to Iress regarding the Customer and its Adviser Users (“Registration Information”). The Customer shall inform Iress of any change in the Registration Information, including any change in, or relating to, its Adviser Users (as notified in the Registration Information), including any Adviser Users who leave the Customer’s organisation and any change in FCA reference numbers.

Publication date 22-05-2020

Definitions

Authorised User means a) an employee, agent or independent contractor of (a) the Customer (b) a member of the Customer’s Group that has been named in a Service Order (c) a third party that has been specifically approved in writing by Iress.

Feed Products means certain market data feed products developed by the Iress Group.

Supplemental Terms

1. For the purposes of clauses 4.1. to 4.3 of the Terms, Third Party Terms applicable to the Feed Products will be notified to the Customer, such notification to be via e-mail, or the following website that is amended from time to time and accessible to the Customer using its username and password provided by Iress: https://client.iress.com/quad.
2. Upon Iress’ request, the Customer shall direct all Third Party Service Providers to provide Iress with written confirmation (which may be provided by e-mail) that the Customer has executed all required Direct Agreements. Customer acknowledges and agrees that Iress shall have no obligation to provide the Customer with the Feed Products until Iress has received such written confirmation
3. The Customer acknowledges and understands that the Feed Products include market data and information provided by Third Party Service Providers, including but not limited to exchanges. Each Third Party Service Provider shall be identified in a Service Order. The Customer acknowledges that any and all Intellectual Property Rights subsisting in the Third Party Service are, and shall remain, vested in the Third Party Service Provider.
4. The Feed Products shall be delivered in the format specified in a Service Order. Iress, in its sole discretion, may alter this format (for example, by adding, updating or removing data fields) in response to changes made by a Third Party Service Provider or otherwise to improve the Feed Product, and, where possible Iress shall provide the Customer with prior notice of any changes.
5. External dissemination or redistribution of the Feed Products by the Customer to third parties, including but not limited to (i) members of the Customer’s Group that are not approved in a Service Order, and / or (ii) an External User that is not specifically referred to in a Service Order, will require specific prior authorisation and new contractual terms from the Third Party Service Provider (Re-Distributor Contracts) and Iress.
6. The Customer acknowledges that Iress has no control over or responsibility for the scope, timing, content, method of delivery or any other aspect of any Third Party Service provided by a Third Party Service Provider and that Third Party Service Providers may, at any time and without prior notice, amend or limit the scope, timing, content and method of delivery of such Third Party Service.
7. In the event that the Customer breaches any Third Party Terms, Iress may, without liability, immediately suspend or permanently discontinue providing the Customer with Third Party Service(s) from such Third Party Service Provider.
8. 8. Third Party Fees associated with the Feed Products that are reported on behalf of the Customer are calculated based on the Customer’s reporting and the fee schedules of the Third Party Service Provider (which may be set out in a Service Order), and/or any other Third Party Fees identified in a Service Order. Third Party Fees associated with the Feed Products shall either be paid directly to the Third Party Service Provider by the Customer or by Iress on behalf of the Customer. If paid by Iress, Iress will invoice the Customer for the Third Party Fees associated with the Feed Products monthly in advance, or as otherwise stated in the relevant Service Order.
9. In some circumstances, the Customer may benefit from a waiver of, or exemption from, Third Party Fees associated with the Feed Products. The Customer shall direct the relevant Third Party Service Provider to provide Iress with written confirmation (which may be provided by email) of such waiver or exemption. In the absence of satisfactory evidence of a waiver or exemption, Iress shall apply standard Third Party Fees associated with the Feed Products.
10. The Customer may be required to report its usage of the Third Party Service directly to certain Third Party Service Providers. The Customer shall maintain complete and accurate records of its use of the Feed Products (including all display or non-display use) including, where required, such records as are necessary to establish the accuracy of the reports.
11. Mandatory Reporting: Certain Third Party Service Providers require Iress to report the Customer’s Third Party Service usage associated with the Feed Products. In order for Iress to report such Third Party Service usage, the Customer must submit to Iress quarterly (or such other frequency required by the relevant Third Party Service Provider) reports (a “Usage Report”), either using its own reporting tool or through a reporting tool provided by Iress (the Feed Product Reporting Tool). Where required quarterly, the Customer shall submit the Usage Report within the first month of each calendar quarter (being January, April, July and October) and shall cover usage by the Customer for that quarter. The report must comply with requirements of the Third Party Service Provider and include the exact scope of usage of the Third Party Service and, where required, the number of devices (depending on the Third Party Service Provider’s rules, this could be the number of displays, user IDs, machines, number of algorithms, etc.) that access the relevant Third Party Service. The Customer agrees that it shall use the Feed Product Reporting Tool solely for reporting purposes. Iress agrees to provide Customer, upon request, reasonable assistance with the Feed Product Reporting Tool.
    (a) Upon a Third Party Service Provider’s request, Iress may be required to identify all customers who have been supplied with the Third Party Service according to the Third Party Service Provider’s classifications as customers of “Real-Time Data‟, “Delayed Data‟, “End of Day Data‟, “Historical Data” or any other classification, and the Customer authorizes Iress to supply such information to a Third Party Service Provider.
    (b) Should the Customer fail to report for a quarterly period, Iress shall determine the applicable Third Party Fees based on the previous quarterly reporting period, plus such additional amount that Quanthouse in its sole discretion considers reasonable. Invoices based on Iress’ determination may not be contested by the Customer (unless the Customer is able to provide an appropriate report or documentary evidencing its actual usage within 10 Business Days of the date of the invoice, in which case, Iress may issue a revised invoice), and must be paid by the Customer in accordance with the invoice and the Agreement. However, any proven under or over invoicing will be applied (and corrected) by Iress in the next quarterly reporting period.
    (c) In the event that the Customer incorrectly reports its usage of a Third Party Service and as a result of such incorrect reporting, Iress is issued with a fine or other penalty by the Third Party Service Provider, Iress may include the amount of such fine or other penalty in the Customer’s invoice for the next quarterly reporting period, and the Customer acknowledges and agrees that it is liable to pay such amount to Iress.
    
12. Feed Product Reporting Tool: Iress will provide the Customer with the Feed Product Reporting Tool (being the tool made available to the Customer via the following website https://quad.quanthouse.com//) to enable the Customer to fulfill its mandatory reporting requirements hereunder. The Feed Product Reporting Tool is provided on an as-is basis at no charge to the Customer. The Customer acknowledges that it will use the Feed Product Reporting Tool at its own risk and that the Feed Product Reporting Tool comes with no warranties, express or implied. The Customer is solely responsible for any errors, discrepancies or mismanagement of reports generated by the Feed Product Reporting Tool. Iress reserves the right to modify the format of the Feed Product Reporting Tool any time at its sole discretion.
13. The Customer is authorised to access a Third Party Service for up to the number of instruments included in the pack of instruments subscribed to, as set forth in a Service Order (where applicable) (Instrument Cap). For the purposes of these Supplemental Terms, an “instrument” shall mean any financial instrument that has a unique Third Party Service Provider code. By way of example, a single security traded and quoted on two different Third Party Service Providers that have been subscribed for by the Customer will be counted as two (2) instruments. Iress has the ability and right to monitor the Customer’s Third Party Service usage to ensure that such use has not exceeded the Instrument Cap. In the event that the Customer exceeds the Instrument Cap, Iress may (without prejudice to any other available legal or equitable remedies), charge the Customer additional fees for such use and / or modify the annual fees upon automatic extension of the term then in effect.

Publication date 17-05-2021

1. Iress hereby grants the Customer a non-exclusive, non-transferable, revocable licence to:
   
   a) use (as applicable) the Developer Guide, schemas, sample messages for the sole purpose of achieving the Integration;
   
   b) incorporate the Iress logos in the Customer Product for the sole purpose of identifying the Iress Integration within the Customer Product.
   
2. The Customer acknowledges that it shall be responsible for successfully carrying out any software development work on the Customer Product in order to enable the completion of the Integration. As such, Iress shall have no liability for any delay in the Go Live or the successful completion of the Integration unless such delay is solely due to Iress’ failure and/or delay in performing the Integration Services.
3. The Customer shall ensure that it utilises a messaging standard that is either the same as, or no fewer than two versions behind, the messaging standard utilised by Iress (and notified to the Customer) from time to time.
4. Upon expiry or termination of the Customer’s right to use the Integration for any reason, the Customer warrants that it shall cease using the Integration and will promptly remove the Iress logos and the Integration.
5. The Customer acknowledges that illustrations, data and information, whether on-screen or printed, made available as part of the Integration are provided to Iress by Third Party Service Providers and as such Iress accepts no responsibility or liability for the accuracy or completeness of such information.
6. Iress shall supply the Customer with the appropriate Developer Guides (or where appropriate, schemas and sample messages) that describes the interface and the message structure and content required for the Integration but Iress reserves the right to change the message structure and/or content as appropriate.
7. Iress will make the Integration under HTTPS and 128-bit encryption but Iress reserves the right to change this standard as appropriate. For Trigold Web Services this encryption will use TLS 1.0.
8. The Customer shall not, through the use of the Customer Product (or any other Customer software), use data obtained from the Iress Service(s) via the Integration (or allow a third party within its control to use such data) for the submission or tracking of electronic new business (other than through the Iress Service where this functionality is available).
9. The Customer acknowledges that Iress may make changes to the Iress Services from time to time. Any such changes may include new functions, corrections and modifications, and in the case of Mortgage Data Feed Services may include new data items as well as changes to the data structure as defined by its schemas. The Customer acknowledges that it may be required to make certain changes to the Customer Product and/or its use of the Iress Service(s) in order that it can continue to access the modified versions of the Iress Service(s) and any new features of the Iress Service(s). Should the Customer fail to make any required changes to the Customer Product, Iress shall have no liability to Customer as a result of Authorised Users not being unable to access and use the Iress Service(s) via the Integration.

Publication date 22-05-2020

Definitions

API Service: means the Xplan application programming interface described in and accessible through implementation of the protocol described in the Xplan API Specification (being the set of instructions describing the technical and programming process required to communicate through the Xplan API).

Customer Site: means the Customer’s hosted Xplan site as specified in a Service Order from which Transfer Data will be extracted and/or into which Transfer Data will be imported.

Customer Solution: means the Customer’s proprietary solution or digital offering or the solution licensed by the Customer from a third party as may be more specifically defined in a Service Order.

Data Transfer: means from time to time: a) extraction of Transfer Data from the Customer Site and importation of that Transfer Data into the Customer Solution; or b) extraction of data from the Customer Solution and importation of that data into the Customer Site or as otherwise further defined in a Service Order.

Permitted Purpose: the specific purpose for which the API Service is intended and designed or the permitted purpose which is agreed by the parties in a Service Order.

Transfer Data: means the Input Data and any Third Party Services transferred via the API Service as may be further defined in a Service Order

Supplemental Terms

1 - The Customer shall only use and access the API Service for the Permitted Purpose. The Customer acknowledges that if it wishes to use the API Service for any purpose other than the agreed Permitted Purpose, this must be agreed with Iress in advance in writing and may be subject to the payment of additional fees by the Customer.

2 - The Customer may not use the API Service in a manner which involves consolidating many or all Authorised Users under one or very few Software licences, or otherwise with a view to minimising the Software licenses for which the Customer subscribes.

3 - The Customer shall not intentionally engage in conduct that results in any interference with or disruption of Iress servers or networks including without limitation, flooding or overloading Iress systems or networks.

4 - In the event the Customer wishes for any Third Party Services (other than that of the third party which owns the Customer Solution) to be included in the Data Transfer, then the Customer must:

(a) ensure that the Data Transfer is permitted by the relevant Third Party Service Provider including by ensuring that it has a Direct Agreement in place with the Third Party Service Provider if required; and

(b) retain in their entirety all disclaimers and notices to users placed in any Third Party Services which is the subject of Data Transfer and, comply with appropriate terms in respect of distribution, display and use of the same which may be imposed by the Third Party Service Provider, as set out in the Third Party Terms or in a Direct Agreement between the Customer and the relevant Third Party Service Provider.

5 - The Customer may only access and use the API Service for Data Transfer where the relevant Customer Solution is being used by an Authorised User, and provided that the Authorised User has the appropriate licence in place for Xplan.

Publication date 22-05-2020

Supplemental Terms

If the Customer chooses to enable an integration available via Iress Open, then the Supplemental Terms applicable to ‘Integrations available via Iress Open’ shall apply in respect of the Customer’s use of that integration.