Agreed terms for licensed Content
Agreed terms for licensed Content (Content to Go)
1. Who can use this Content in their business?
1.1 These terms only apply to small firms whose main business is personal financial advice or coaching and which employ seven or fewer financial advisers or coaches.
1.2 If your organisation is larger or different (for example, you offer Fund Management, Employee Benefits, Education or Training services), e-mail me at hello@paulclaireaux.com to discuss bespoke terms and prices.
2. Essential terms
2.1 These terms provide a legal framework under which you, the business ‘Customer’, may use the Content supplied by the ‘Consultancy’
All capitalised wording in these terms is defined at the end of this document in Schedule 1.
2.2 The Content is provided for use by financial services firms and may be used only in accordance with these terms and in connection with these ‘Purposes’:
(a) helping the Customer gain new (and retain existing) clients for its services.
(b) raising the Customer’s reputation as a ‘go-to’ provider of financial education content.
(c) promoting the Customer’s business to its existing and potential professional connections, to encourage them to refer clients to the Customer.
(d) as part of the Customer’s in-house training, to encourage staff to use plain English descriptions of financial concepts.
(e) explaining essential financial concepts to the Customer’s clients so that they are better prepared for advice; and
(f) Informing and complementing concept descriptions used in client reports.
3. Compliance responsibility
The Consultancy aims to supply generic educational Content. This Content does not recommend transactions in any specific financial products and should not, therefore, be considered as financial promotions.
The Consultancy understands, however, that compliance managers’ views vary, so:
3.1 The Customer must review the Content and determine if it will serve their needs for their End Users and comply with the Customer’s regulatory obligations.
3.2 The Customer is responsible for ensuring that the Content remains compliant with its regulatory requirements, and for removing any Content from public display if it becomes out of date and/or no longer compliant.
4. Changes to the Content (UK-based firms)
4.1 The Customer is permitted to:
- Apply its in-house/brand formatting style, colours, logo, etc.
- Remove or change the images if needed, provided such changes do not alter the Content’s educational messages.
(for information – ‘in-post’ images significantly boost engagement)
- Add any regulatory warnings deemed necessary.
- Add its own ‘call to action’ messages to show End Users where to seek further help, whether by telephone, e-mail, chatbot, or enquiry form.
- Produce the Insights in multiple formats: blog posts, presentation slide decks, videos, or PDF guides as downloadable lead magnets.
4.2. Additional permitted and suggested changes to the content (to prepare it for use by the Customer) are outlined in the ‘instructions for use’ document supplied with each licensed insight.
4.3 The Customer is not permitted to change the core messages of this licensed Content, or create derivative works therefrom, without written consent from the Consultancy.
Why do we have this rule?
It takes dozens of hours to craft these consumer-facing insights, which are checked by highly qualified financial professionals and a Doctor of Psychology for the Mindset insights.
Changing the messages risks introducing errors which could damage the reputation of the Customer and Consultancy.
The Consultancy will also make all reasonable endeavours to maintain the content without further charge, and this service would be unviable if we had to maintain multiple versions of all the Insights we supply.
The following clauses address situations where the Customer wants to change the content.
4.4 The Customer may request changes to the Content via hello@paulclaireaux.com, and the Consultancy shall take the following actions:
(a) If the request relates to a minimal change to the Content, the Consultancy may approve the changed version for use and may also choose to implement the requested change when revising the Content. Such changes will be provided to the Customer free of charge.
(b) If the change request is more than minimal, the Consultancy may choose to create a new Content item in its library and make that available for license.
(c) If the Customer requires content tailored to their unique needs, the Customer and Consultant could agree to create such Content under a separate ‘Custom Made’ services agreement.
5. Changes to the content. Non-UK-based firms.
Much of this licensed educational content will be useful (as supplied) for explaining financial (and personal development) concepts wherever you are in the world.
Some of the content, however, refers to UK-specific financial products and taxes.
If you’re based outside the UK, you may amend the content, where necessary, to align with your local financial products and tax rules.
6. Grant of license
6.1 The Consultancy hereby grants to the Customer a non-transferable, non-exclusive licence to use the Content during the Licence Period in the Territory for the Purposes. The licence granted also includes a sub-licence to use any images or video clips embodied in the Content and created by or licensed by the Consultancy from third parties.
6.2 The Customer may not use these licensed images or video clips in other works without first purchasing a separate licence from the Consultancy or the stock image provider, details of which are available on
request from the Consultancy.
6.3 The licence granted under clause 6.1 permits the Customer to use the Content solely for the ‘Purposes’ outlined in Section 2.
7. Author Attribution
7.1 The Customer may not attribute authorship of the Content to the original author or to any named individual within or outside the Customer’s business.
7.2 Where the Customer presents the Content to third parties in any format, they may display their name as presenter, but may not claim authorship of the Content.
7.3 Notwithstanding clause 7.2, the Customer may generically attribute authorship to their firm’s writers, e.g., ‘Written by XYZ Writers’ (where XYZ is the Customer’s business name) or ‘Approved by’ their name.
7.4 The Customer shall not grant sub-licences, in whole or in part, of any of the rights granted under this agreement, or subcontract any aspects of exploitation of the rights licensed to it without the Consultancy’s prior written consent, or where required in connection with the Purpose.
7.5 The Customer may not create derivative works from the Content.
8. The Consultancy’s obligations and rights
8.1 The Consultancy shall deliver the Content to the Customer either by email or by way of digital download from the Site.
8.2 The Consultancy expressly reserves the right to use the Content for its own and third-party exploitation. The Customer acknowledges that the Consultancy may provide the Content to multiple customers, and that the Customer’s use of the Content is not exclusive.
9. Customer’s obligations and rights
9.1 The Customer may not change the meaning of any message within the Content, or remove or add messages without the Consultancy’s prior written consent.
9.2. The Customer may apply their own brand style to the content, add their own “call to action” messages, and use their preferred term for ‘adviser’, ‘planner’, ‘coach’, or ‘wealth manager’, for example, throughout the content.
9.3 The Customer may not provide the Content to any third party for payment without written permission from the Consultancy.
9.4 The Customer shall comply with all applicable laws in performing its obligations and exercising its rights under this agreement.
9.5 The Customer shall undertake its own due diligence to determine that the Content is suitable for the Purpose.
9.6 The Customer shall not infringe any moral rights (as defined in Chapter IV of the Copyright, Designs and Patents Act 1988) that subsist in respect of the Content.
9.7 When purchasing a licence to use the Content, the Customer shall provide accurate information regarding the number of financial service advisers or coaches they employ. If the Customer provides inaccurate information, the Consultancy may request payment for any shortfall in license fees.
10. Intellectual Property Rights
10.1 The Consultancy retains ownership of all Intellectual Property Rights in the Content, and in any derivative works that it may create.
10.2 The Customer may not attribute the Content to itself, to the author or any other person, but is permitted to name the presenters of the Content.
11. Payment of license fees
11.1 The Customer undertakes to pay to the Consultancy the Fees set out on the Site for each item of Content or the ‘All Insights Pass’ as applicable.
11.2 The Customer shall pay the fees in full to the Consultancy before being permitted to download and use the Content from the Site.
12. How the Lifetime licenses work
12.1 The ‘Lifetime Licenses’ are granted on specific content products in exchange for a one-off payment.
12.2 These licenses continue for the life of the Customer’s current business operation.
12.3. These licenses terminate if an external 3rd Party acquires the Customer’s business, unless the Consultancy provides written consent for the license to continue.
This clause protects the Consultancy from losses, for example, if another large firm acquires the Customer’s business.
Large advice firms are likely to have their own content library, but could purchase new licenses to use the consultant’s content if required.
13. How the NEW All Insights Pass works.
13.1 The license granted under the ‘All Insights Pass’ gives the Customer Immediate rights to use all the Content in the Consultancy’s library for the agreed ‘Purposes’
13.2 This (low-cost) ‘All Insights Pass’ License continues while the Customer makes timely payments of the regular fees due. Rights to access and use the Content shall terminate if payments are not received by the due date.
13.3 If the Customer cancels their ‘All Insights Pass’ in error, they can resurrect the License before the next payment due date, or such date as agreed with the Consultancy. Otherwise, the license will terminate, and the Customer must immediately cease all use of the Content and delete any copies in their possession or control.
13.4. Where a Customer chooses to cancel their ‘All Insights Pass’, they will be given the option to purchase ‘Lifetime’ licenses on any Content products they wish to continue using. These replacement (Lifetime) licenses will be offered at a discount to the prices published at the time of the offer. The discount percentage will be based on the time the Customer has held their All-Insights Pass.
Here’s how this will work.
14. License termination
14.1 Without affecting any other right or remedy available to it, the Consultancy may terminate this agreement with immediate effect by giving written notice to the Customer if:
(a) The Customer commits a material breach of any term of this agreement, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within 30 days after being notified in writing to do so;
(b) The Customer repeatedly breaches any term of this agreement in a way that reasonably justifies an opinion that it has no intention or ability to give effect to the terms of this agreement;
(c) The Customer challenges or disputes the Consultancy’s ownership of, or rights in, the Content, or the validity of those rights; or
(d) An external third party acquires the Customer’s business.
14.2 On any expiration or termination of this agreement:
(a) All rights and authorisations granted by the Consultancy to the Customer under this agreement shall automatically terminate and immediately revert to the Consultancy; and
(b) The Customer shall immediately cease all use of the Content, and shall, at the Consultancy’s request, immediately destroy all Content in the Customer’s possession or subject to its control, including from back-up systems and any cached Content within the Customer’s control.
15. Liability
15.1 Save where expressly provided, all conditions, warranties or other terms which might have an effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by
statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law.
15.2 Nothing in this licence shall operate to exclude or limit the Consultancy’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud; or
(c) any other liability which cannot be excluded or limited under applicable law.
15.3 The Consultancy shall have no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort
(including negligence) or otherwise howsoever, which fall within any of the following categories: loss of use, loss of profits, loss of anticipated savings, loss of business opportunity, loss of contracts, loss of goodwill, or loss arising from damaged, corrupted or lost data.
15.4 Subject to clause 15.2, the Consultancy’s liability, whether in contract, tort (including negligence), or otherwise and whether in connection with this Licence or any collateral contract, shall not exceed the amount paid by the Customer to the Consultancy for the Content.
16. Third-party rights
Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
17. Assignment and other dealings
17.1 The Customer shall not assign, transfer, mortgage, charge, subcontract, sub-license (subject to clause 7.4), delegate, declare a trust over or deal in any manner with this agreement or any of its rights and obligations under this agreement without the prior written consent of the Consultancy.
17.2. The Consultancy may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this agreement, provided that it gives prior written notice of such dealing to the Customer.
18. Severance
18.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
18.2 If any provision or part-provision of this agreement is deemed deleted under Clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
19. No partnership or agency
19.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
19.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
20. Notices
20.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the addresses communicated by the parties from time to time.
20.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(b) If sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting or at the time recorded by the delivery service; and
(c) If sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
In this clause, business hours mean 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
15.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
21. Further assurance
Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.
22. Waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
23. Entire agreement
23.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
23.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
24. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
25. Governing law
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
26. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
Schedule 1 – Definitions and interpretation
These definitions apply in this agreement.
Customer: The firm using the content in its business for the agreed purposes.
End User: The Customer’s customer for, and the ultimate user of, the Content.
The Consultancy: IRATE Investment Limited; registered office, 74 Duke Street, Barrow-In-Furness, England, LA14 1RX: The supplier of content under this agreement.
Content: all content, including text, information, data, images, audio, or video material in any medium or form provided by Irate Investment to the Customer, including any updates to the Content that the
Consultancy may make available to the Customer from time to time. The Content comprises of educational content to be used by the Customer in connection with the permitted Purposes.
Intellectual Property Rights: all intellectual property rights of any category relating to the Content.
Licence Period: from the download of the Content by the Customer until expiry of the period specified at the point of sale of the licence.
Site: means https://paulclaireaux.com/
Territory: as specified at the point of sale of the licence.