Agreed terms for licensed Content

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) contact me at hello@paulclaireaux.com to discuss bespoke terms and prices.

2. Essential terms

2.1 These terms provide a legal framework under which the Customer may use the Content. All capitalized wording used in these terms is defined in the definitions 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.

2.3 The Customer is responsible for reviewing the Content and determining that the Content serves the intended purpose and is compliant with any regulatory requirements and for use with the Customer’s end customers.

2.4 The Customer is responsible for ensuring that the Content remains compliant with regulatory requirements and for removing the Content from public display in the event it becomes out of date and/or no longer compliant with regulatory requirements.

3. Changes to the Content. UK based firms.

3.1 The Customer is not permitted to change the messages of the Content, or create derivative works therefrom without written consent from Irate investment.

3.2 However, the Customer is permitted to brand the Content with its colours, logo, business and contact details. And the Customer may add regulatory warnings and its own ‘Call to action’ messages to direct end consumers to further assistance.

3.3 The Customer may request changes to the Content via hello@paulclaireaux.com, and Irate Investment shall take the following actions:

(a) If the request relates to a minor change to the Content, Irate Investment will consider whether to approve the changed version for use OR may implement the requested change when creating revised versions of the Content. Such changes will be provided to the Customer free of charge.

(b) If the request relates to a substantially changed item of new Content, Irate Investment will consider creating a new Content item that will be added to its library and made available for licence.

(c) If the request relates to the creation of specific Content for the Customer, Irate Investment may agree to create such Content under a separate services agreement.

3.a Changes to the content. Non UK based firms.

Much of this licensed content will be universal in application, which means it should be useful (as supplied) for explaining financial (and personal development) concepts wherever you are in the world.

However, some of my Insights refer to UK-specific financial products and taxes. So, if you’re based outside the UK, you may amend the content to align with your local financial product and tax rules.

4. Grant of licence

4.1 Irate Investment hereby grants to the Customer a non-transferable, non-exclusive licence to use the Content during the Licence Period in the Territory for the Purpose. The licence granted in this clause 4.1 also includes a sub-licence to use any images or video clips embodied in the Content and licensed by Irate Investment from third parties.

4.2 The Customer may not use these licensed images or video clips in other works without first purchasing a separate licence from the stock image provider, details of which are available upon request from Irate Investment.

4.3 The licence granted under clause 4.1 permits the Customer to use the Content solely for the Purpose.

4.4 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.

4.5 Where the Customer presents the Content to third parties in any format whatsoever, they may display the presenter’s name, but may not claim authorship of the Content.

4.6 Notwithstanding clause 4.5, the Customer may generically attribute authorship to their firm’s writers, e.g., Written by ‘XYZ FM Writers’ (where XYZ is the Customer’s business name).

4.7 The Customer shall not grant sub-licences, in whole or in part, of any of the rights granted under this agreement, or sub-contract any aspects of exploitation of the rights licensed to it without Irate Investment’s prior written consent, or where required in connection with the Purpose.

4.8 The Customer may not create any derivative works from the Content.

5. Irate Investment’s obligations and rights

5.1 Irate Investment shall deliver the Content to the Customer either by email or by way of digital download from the Site.

5.2 Irate Investment expressly reserves the right to use the Content for its own and for third party exploitation. The Customer acknowledges that Irate Investment may provide the Content to multiple customers and that the Customer’s use of the Content is not exclusive.

6. Customer’s obligations and rights

6.1 The Customer may not change the meaning of any message within the Content – or remove or add messages without Irate Investment’s prior written consent.

6.2. However, 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’ or ‘coach’, ‘wealth manager’ for example – throughout the content.

6.3 The Customer may not provide the Content to any third party, whether for payment or gratuitously, except to End Users through the Customer’s website.

6.4 The Customer shall comply with all applicable laws in performing its obligations and exercising its rights under this agreement.

6.5 The Customer shall undertake its own due diligence to determine that the Content is suitable for the Purpose.

6.6 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.

6.7 When purchasing a licence to the Content, the Customer shall provide accurate information regarding the number of financial service advisers or coaches engaged by the Customer. If inaccurate information is provided by the Customer, Irate Investment may request payment for any shortfall in the Fees.

7. Intellectual Property Rights

7.1 Irate Investment retains ownership of all Intellectual Property Rights in the Content, and in any derivative works that it may create.

7.2 Irate Investment has obtained a waiver of moral rights from the author of the Content and the Customer expressly may not attribute the Content to the author, itself, or any other entity. Notwithstanding the foregoing, the Customer may name the presenters of any video or audio content derived from the Content.

8. Price

The Customer undertakes to pay to Irate Investment the fees set out on the Site for each item of Content from time to time (Fees). The Customer shall make payments of the Fees in full to Irate Investment prior to being permitted to download the Content from the Site.

9. Termination

9.1 Without affecting any other right or remedy available to it, Irate Investment 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 a period of 30 days after being notified in writing to do so;

(b) the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(c) the Customer challenges or disputes Irate Investment’s ownership of, or rights in, the Content, or the validity of those rights; or

(d) The Customer sells or transfers at least 50% of the shares in its business to a third party.

9.2 On any expiration or termination of this agreement:

(a) all rights and authorisations granted by Irate Investment to the Customer under this agreement shall automatically terminate and immediately revert to Irate Investment; and

(b) the Customer shall immediately cease all use of the Content, and shall, at Irate Investment’s option and according to Irate Investment’s instructions, 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.

10. Liability

10.1 Save where expressly provided, all conditions, warranties or other terms which might have 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.

10.2 Nothing in this licence shall operate to exclude or limit Irate Investment’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.

10.3 Irate Investment 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.

10.4 Subject to clause 10.2, Irate Investment’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 Irate Investment for the Content.

11. 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.

12. Assignment and other dealings

12.1 The Customer shall not assign, transfer, mortgage, charge, subcontract, sub-license (subject to clause 4.7), 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 Irate Investment.

12.2 Irate Investment 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 Irate Investment gives prior written notice of such dealing to the Customer.

13. Severance

13.1 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.

13.2 If any provision or part-provision of this agreement is deemed deleted under Clause 13.1 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.

14. No partnership or agency

14.1 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.

14.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

15. Notices

15.1 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.

15.2 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 15.2(c), 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.

16. 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.

17. 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.

18. Entire agreement

18.1 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.

18.2 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.

19. Variation

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

20. 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.

21. 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

Definitions and interpretation
The definitions and rules of interpretation in this clause apply in 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 Irate Investment 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 Purpose.

End User: the Customer’s customer for, and the ultimate user of, the Content.

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.