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.

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 Materials means any templates, documentation, images, formulas, calculations and any other information (excluding Input Data) that has been produced by the Customer (or on its behalf) and 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 (a) an Adviser User or (b) 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 Materials to Iress for inclusion in the Iress Services: 

a. the Customer acknowledges that it is responsible for the Customer Materials and the compliance of such Customer Materials with all applicable laws; and

b. the Customer warrants that it has the right to make such Customer Materials available to Iress and for it to be included within the Iress Services, and that the provision of such Customer Materials 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 Materials.

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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 . In relation to all End Clients who download the Client Portal Mobile App, the Customer is responsible for ensuring that it makes no commitment or representation to the End Client (whether under a written agreement between it and the End Client or otherwise) on behalf of Iress and that Iress shall incur no liability whatsoever (whether in contract, negligence or other tort) to the End Client.

2 The Customer acknowledges that the End Client’s use of the Client Portal Mobile App is subject to any rules or policies applied from any App Store Provider to the Customer.

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). 

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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.

Definitions

“Data Transfer” means the two-way flow of summary level data (which may include Customer Personal Data / Personal Information and Third Party Data) between an Iress Service and an Integrating Party’s services.

“Integrating Party’s Service” means the application or service that integrates with an Iress Service, and which is supplied by a third party (the “Integrating Party”) to the Customer.

“Integration” means an integration between an Iress Service and the Integrating Party's Service.

Supplemental Terms

1 The Customer acknowledges that the Integrating Party's Service will be a "Third Party Service" under the Agreement. Iress does not supply or support the Integrating Party's Service.

2 In the event that the Third Party Services provided via the Integration are terminated in accordance with the Terms, then notwithstanding anything to the contrary in the Terms, any Services provided by Iress to the Customer to access the Integration may also be terminated by Iress immediately. Any changes to the Fees shall be set out in the Customer’s invoice. Iress may also suspend access to the Integrating Party’s Service if Iress reasonably believes that the Customer has breached these Supplemental Terms  

3 By activating access to the Integrating Party’s Service, the Customer acknowledges that it is instructing Iress to activate (or “turn on”) access to the Integrating Party’s Service for the Customer via the Integration. This may result in Data Transfers, including the disclosure of Input Data (which may include Customer Personal Data / Personal Information) to the Integrating Party and the Customer confirms that it has all rights necessary to give effect to that and has obtained consent from data subjects in respect of such disclosure. Iress will have no responsibility for any data included in the Data Transfer outside of the Iress Service. The Customer must perform its own due diligence in respect of the Integrating Party and Integrating Party’s Service (including with respect to security).

4 Customers based in Europe (including 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.

5 Any data received by an Iress Service from the Integrating Party’s Service as part of a Data Transfer will be deemed 'Input Data' for the purposes of the Agreement.

6 The Customer must, prior to activating the Integration and if required to do so by the Integrating Party, enter into a Direct Agreement with the Integrating Party pursuant to which a fee may be payable.

7 The Customer must provide Iress with all such reasonable information and assistance with respect to actual or suspected misuse of the Integration, security concerns, and licensing compliance issues.

8 The Customer may not use the Integration in a manner which results in a reduction in the number of licences (including Authorised User licences)  for any Iress Service. 

9 The Customer shall not 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.

10 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.

Supplemental Terms

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

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. In relation to all End Clients who download the Iress Trading Mobile App, the Customer is responsible for ensuring that it makes no commitment or representation to the End Client (whether under a written agreement between it and the End Client or otherwise) on behalf of Iress and that Iress shall incur no liability whatsoever (whether in contract, negligence or other tort) to the End Client.
2. The Customer acknowledges that the End Client’s use of the Iress Trading Mobile App is subject to any rules or policies applied from any App Store Provider to the Customer
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. The Customer acknowledges that the performance of the Iress Trading Mobile App is not controlled by Iress.

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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.

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/or other functionality into its own applications and websites, as well as to develop customised interfaces. Iress Web Services provides connectivity with the Iress Portfolio System (IPS), the Iress Order System (IOS+), FIXPlus 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.

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 exweb.exchange.uk.com 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.

Definitions

Customer Product: means, as applicable, either (a) the Customer's CRM system or user interface; or (b) an SFTP site owned by the Customer;

Developer Guide: means Iress’ documentation describing the electronic interface and the process for achieving the Integration;

Integration: means the integration, link or interface pursuant to which the Iress Services are made available via the Customer Product;

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.

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Definitions

API Service: means the Xplan application programming interface ("API") 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 or its Service Recipient'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 or its Service Recipient'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.

Integrating Party: means, where the Customer Solution is a solution licensed by the Customer or its Service Recipient from a third party, the third party who owns the Customer Solution. 

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: means (a) for the API key (test), for testing and development purposes only, and the API key (live), for 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 acknowledges that the services provided via the API Service shall be “Third Party Services” for the purposes of the Agreement. In the event that the Third Party Services provided via the API Services are terminated in accordance with the Terms, then notwithstanding anything to the contrary in the Terms, the API Service shall also be terminated immediately. Any changes to the Fees shall be set out in the Customer’s invoice.  

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

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

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

3 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. 

4 The Customer may not use the API Service in a manner which results in a reduction in the number of licences (including Authorised User licences) for any Iress Service. 

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 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.

7 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.

8 Included within the initial API access given to the Customer by Iress shall be 1 (one) API key (test) and 1 (one) API key (live). In the event that the Customer wishes to access additional API keys or tokens, Iress reserves the right to increase the Iress Fees.

Supplemental Terms

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