CLIENT TERMS AND CONDITIONS OF USE
Effective as of 23 April 2019
CLIENT TERMS AND CONDITIONS OF USE
Welcome to www.suitabilitypro.com/miplanplus/ and/or www.planplusglobal.com (“Website”). This Website is owned and operated by PlanPlus Global Inc. (referred to as “PlanPlus”, “we”, “us” or “our”), a corporation registered in Ontario Canada whose registered office is at 55 Mary St., Suite 200, Lindsay, Ontario, Canada K9V 5Z6.
DESCRIPTION OF SERVICES
PlanPlus Global Inc. designs software for use by subscribing financial services providers’ (the “Subscriber”) financial planners, wealth managers, brokers or other financial advisors (“Advisor”) to support the Advisor in exercising their professional judgement in providing financial guidance or advice to the Advisor’s clients (the “Clients”). PlanPlus’s software is available to Subscribers and Subscribed Advisors as an annual subscription service (paid monthly or annually) as presented and offered from-time-to-time at www.planplusglobal.com, which includes but is not limited to the SuitabilityPro: FinaMetrica Profiler (“Profiler”), SuitabilityPro: ProTracker and SuitabilityPro: ProPlanner, which may include a collaborative website portal from which Advisors can interact with their Clients, collectively referred to as the “SuitabilityPro Modules”. The SuitabilityPro Modules are delivered from the websites www.suitabilitypro.com, www.suitabilitypro.com/miplanplus/ and www.planplusglobal.com . Collectively, the SuitabilityPro Modules, the Client Portal, the Websites, and other services or products offered by PlanPlus on the Websites or elsewhere shall be referred to hereafter as the “PlanPlus Global Software”.
Your Advisor has granted you access to your Client Portal, which may include a risk tolerance questionnaire (“Test”) as well as some knowledge and experience questions as well as access to documents and other information you and your Advisor can share amongst yourselves or with your other advisors (“Client Portal”).
Your access to and use of this Website and will indicate that you have read and understand this Agreement and accept its terms and conditions. DO NOT PROCEED TO ACCESS AND USE THE WEBSITE AND CLIENT PORTAL UNTIL YOU HAVE CAREFULLY READ THE FOLLOWING. If you accept this Agreement, including all of its terms and conditions, please click on the “Accept” button. You may also wish to print and/or save a copy of this Agreement for your records. If you do not accept this Agreement, you will not be able to access and use the Website and Client Portal.
PlanPlus is the owner or licensee of all the intellectual property rights in the materials, data and processes in the PlanPlus Global Software, including the Website and Client Portal and including without limitation all text, algorithms, content, source and object codes.
This Agreement only gives you some rights to access and use the Website and Client Portal. PlanPlus reserves all other rights. In consideration of your acceptance of this Agreement, PlanPlus grants you a non-exclusive, non-transferable, non-assignable, terminable permission to access and use the Website and Client Portal for as long as your Advisor subscribes to the appropriate SuitabilityPro Modules and subject to the terms and conditions in this Agreement.
The Website and Client Portal also contain trade secrets of PlanPlus, and you may not reverse engineer, decompile, decode, decrypt, disassemble the whole or any part of Website and Client Portal or directly or indirectly allow or cause a third party to reverse engineer, decompile, decode, decrypt or disassemble the whole or any part of the Website or Client Portal except to the extent otherwise authorised by applicable law.
You may not modify, adapt, translate, rent, sublicense, assign, loan, resell for profit, distribute or network the Website or Client Portal or related materials, or create derivative works based upon the Website or Client Portal or any part thereof. You may not publish, create derivative works from, transfer or sell any information obtained from the Website or Client Portal.
This Agreement does not limit any rights that PlanPlus may have under trade secret, copyright, patent, trademark or other laws.
ACCESS TO WEBSITE AND CLIENT PORTAL
In order to use the Website and Client Portal you will require the necessary software, hardware and connection to the World Wide Web (WWW). You are responsible for installing, maintaining, and operating your software and hardware, and the associated WWW connections. PlanPlus is not responsible for any problems caused to your software or hardware, including any virus or related problems associated with your use of the Website or Client Portal on your equipment. You agree at all times during the continuance of this Agreement to maintain and use appropriate virus-protection software on your equipment used to access our Website and Client Portal.
PlanPlus does not guarantee that the Website or Client Portal will always be available or be uninterrupted. PlanPlus will not be liable for any failure by PlanPlus to comply with this Agreement where such failure is due to circumstances beyond PlanPlus’s reasonable control.
You will need a username and password (“Logon”) to access and use the Client Portal. You agree to keep your Logon confidential to prevent unauthorized access to and use of the Client Portal.
You have received a Logon as a result of your financial advisor being licensed to use the Website and SuitabilityPro Modules and your advisor’s licence to use the Website and SuitabilityPro Modules is terminated for any reason, you understand and agree that your licence to use the Website to access and use the Website and Client Portal will also be terminated.
MODIFICATION, SUSPENSION OR TERMINATION
PlanPlus may make changes to the PlanPlus Global Software without notification to you, except that if we are required by law to give you prior notice of any change, the change will not take effect until you have been notified.
PlanPlus may, in its sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your access to the Website and Client Portal in whole or in part, until further notice, with immediate effect:
- to periodically maintain or improve the Website and Client Portal;
- if we are unable to verify or authenticate any information you provide to us;
- if we believe that your actions may cause legal liability for you, our users or us;
- to comply with any order, instruction or request of any government, or other competent judicial, administrative, or regulatory authority; or
- if we believe that you are responsible for the unauthorized access of the Website or Client Portal, or any infringement of PlanPlus’s Intellectual Property Rights.
PlanPlus will endeavour, where possible to provide you with reasonable notice of such suspension or termination.
Whilst PlanPlus will use its best endeavours to minimise disruption to the Website and Client Portal, unscheduled outages may occur from time to time.
PlanPlus may, in its sole and absolute discretion, immediately terminate this Agreement and your licence to use the Website and Client Portal, without notice or liability, if we determine, acting reasonably, that:
- you have breached a term of this Agreement, and that breach is not remedied within thirty (30) days of you receiving a notice which requests that the breach be remedied; or
- your use of or access to the Website and Client Portal violates any applicable law or regulation or otherwise inhibits any other subscriber from using or accessing the Website and Client Portal or any other service offered by PlanPlus on the Website.
You agree that upon termination PlanPlus may, but is not required to, delete all information related to your account and may bar your access to your account, the Website and Client Portal.
On termination of this Agreement for any reason, you must cease using PlanPlus’s intellectual property rights and must cease and prevent any access to the Website and Client Portal using your username and password.
We have no liability to you for any costs, losses or damages of any kind arising as a consequence of suspending or terminating your access to the Website or Client Portal.
In the event of suspension or termination, all restrictions imposed on you by this Agreement will survive.
DISCLAIMER AND LIMITATION OF LIABILITY
PlanPlus does not warrant that the Website and Client Portal are free from bugs, viruses, errors, or other program limitations. PlanPlus does not guarantee that the Website and Client Portal will be available for your use at the times or locations of your choosing.
EXCEPT AS SET OUT BELOW, PLANPLUS AGREE EXCLUDES ANY:
- CONDITION OR WARRANTY WHICH WOULD OTHERWISE BE IMPLIED IN THIS AGREEMENT, RELATING IN ANY WAY TO THIS WEBSITE AND/OR THE CLIENT PORTAL (TO THE EXTENT PERMITTED BY LAW);
- LIABILITY FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING FOR NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF FORESEEABLE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. IN PARTICULAR, PLANPLUS WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY:
- LOSS OF PROFITS, SALES, BUSINESS OR REVENUE
- BUSINESS INTERRUPTION
- LOSS OF ANTICIPATED SAVINGS
- LOSS DUE TO UNAVAILABILITY OF SYSTEMS
- LOSS OF DATA
- LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION
- ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE
ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, YOUR ACCESS TO OR USE OF THIS WEBSITE AND/OR THE CLIENT PORTAL, OR YOUR RELIANCE ON THE INFORMATION AVAILABLE ON OR THROUGH THIS WEBSITE AND/OR THE CLIENT PORTAL.
Nothing in this Agreement excludes or limits liability for death or personal injury arising from negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded.
Where any legislation implies any condition or warranty into your use of or any arrangement arising out of your access to or use of this Website and/or the Client Portal and that legislation prohibits exclusion of that condition or warranty, then that condition or warranty is included to the extent that such condition or warranty cannot be lawfully excluded.
TO THE EXTENT PERMITTED BY LAW, OUR LIABILITY FOR BREACH OF ANY EXPRESS PROVISION OF THIS AGREEMENT OR ANY NON-EXCLUDABLE CONDITION OR WARRANTY IS LIMITED TO THE RE-SUPPLY OF OUR SERVICES.
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL PLANPLUS’S AND/OR ITS REPRESENTATIVES TOTAL LIABILITY TO YOU AND/ OR TO A THIRD PARTY FOR ANY AND ALL CLAIMS OR DAMAGES UNDER THIS AGREEMENT FOR ANY CAUSE WHATSOEVER (INCLUDING NEGLIGENCE) EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SUITABILITYPRO MODULES IN THE PREVIOUS 12 MONTHS.
The limitations of damages set forth above are fundamental elements of the basis of the bargain between PlanPlus and you. PlanPlus would not be able to have provided this Agreement, the Website or Client Portal without such limitations.
USE AND LIMITATIONS OF REPORT
PLANPLUS IS NOT ENGAGED IN RENDERING INVESTMENT OR FINANCIAL ADVICE, AND THE RESULTS OR USE OF THE WEBSITE, CLIENT PORTAL AND THE PLANPLUS GLOBAL SOFTWARE MUST NOT BE REGARDED AS CONSTITUTING INVESTMENT OR FINANCIAL ADVICE OR GUIDANCE. HISTORICAL ILLUSTRATIONS OF THE RESULTS OF INVESTMENT DECISIONS ARE PROVIDED TO YOU AND YOUR FINANCIAL ADVISOR MERELY FOR EDUCATIONAL PURPOSES AND SHOULD NOT BE REGARDED AS A PREDICTION OR GUARANTEE OF ANY FUTURE RESULTS.
If your Advisor has arranged for you to have access to the Website and Client Portal, you agree and acknowledge that you will discuss the PlanPlus Global Software reports (“Reports”) with your financial adviser and should you consider that the Reports are inaccurate, you will draw this to your financial adviser’s attention.
Your Advisor will need to obtain your consent in using and relying on the assessment of your financial risk profile, suggested financial plans and any changes to your financial plan resulting from discussion of the Reports and you agree that you will indicate your informed consent by signing off on the Reports and any notes and adjustments, including, suggested risk profile, financial recommendations or plans. Your sign-off constitutes your instructions to your Advisor about the level of risk that you would normally choose to take or the adoption or changes to financial recommendations.
You agree to generally comply with the instructions and materials provided by PlanPlus for the use of the Client Portal.
You acknowledge and agree that PlanPlus may use the risk profile, demographic, and financial plan data that you supply for research and to further develop the SuitabilityPro Modules and may combine this data with similar data from other sources PROVIDED THAT ANY INFORMATION WHICH COULD IDENTIFY YOU PERSONALLY HAS BEEN REMOVED FROM THE DATA.
PlanPlus will use the email address provided for you when you were registered to use the Website to send you notices concerning the Website and Client Portal and your use of the Website and Client Portal. You agree that you will accept all electronic communications from PlanPlus at your email address and will not make any claims against PlanPlus if you do not receive any such communications. You agree to notify PlanPlus promptly if your email address changes.
LINKED WEB SITES
This Website may contain links to other web sites (“Linked Web Sites”). PlanPlus is not responsible for the content or privacy practices associated with Linked Web Sites. Our links with Linked Web Sites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those Linked Web Sites, or of any information, graphics, materials, products or services referred to or contained on those Linked Web Sites, unless and to the extent stipulated to the contrary. Such Linked Web Sites are visited at your own risk.
You release and indemnify us, our affiliates, officers, directors, employees, agents and contractors (“Those Indemnified”) from and against all loss, actions, proceedings, claims, demands, costs, expenses (including without limitation legal fees) and damages which may be incurred or suffered by or instituted against any of Those Indemnified arising from your failure to comply with this Agreement, or relating or arising in any way out of any services or advice alleged to have been rendered or not rendered by or on behalf of your financial advisor to you.
Details contained in this Agreement have been prepared in accordance with the laws of Ontario, Canada and may not satisfy the laws of any other country. We do not warrant that the details of this Agreement will satisfy the laws of any other country. It is your responsibility to determine whether these details satisfy the laws of the jurisdiction where you reside (if that jurisdiction is outside Ontario, Canada) and if the details do not satisfy the laws of your jurisdiction, you may not access and use the Website or the Client Portal.
You must take your own precautions to ensure that the process by which you access the Website does not expose you to the risk of viruses, malicious code or other forms of interference that may damage your own equipment. For the removal of doubt, we do not accept responsibility for any interference or damage to your own equipment or any equipment belonging to a third party that arises in connection with your use of this Website.
You acknowledge that despite all reasonable precautions on our part, there is a risk of unauthorised access to, or alteration of, your transmissions or to data or information contained on your equipment, on this Website or the Client Portal. We do not accept responsibility or liability of any nature for any such losses that you may sustain as a result of such activity.
PlanPlus will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your software or hardware, data or other proprietary material due to your use of our Website and Client Portal or to your downloading of any content on it, or on any website linked to it.
You must not misuse the Website or Client Portal by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website or Client Portal, the server on which the Website or Client Portal is stored or any server, equipment or database connected to the Website or Client Portal. You must not attack the Website or Client Portal via a denial-of-service attack or a distributed denial-of service attack. In the event of such a breach, your right to use the Website and Client Portal will cease immediately.
SECURITY OF INFORMATION
Unfortunately, no data transmission over the Internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information that you transmit to us. Accordingly, any information that you transmit to us is transmitted at your own risk. Nevertheless, once we receive your transmission, we will take reasonable steps to preserve the security of such information.
You acknowledge that this Agreement is a complete statement of the agreement between you and PlanPlus regarding your access to and use of the Website and the Client Portal, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions regarding this regarding this Agreement.
The representatives of the PlanPlus are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on PlanPlus, other than in writing signed by an officer of PlanPlus. Accordingly, such additional statements are not binding on the PlanPlus and you should not rely upon such statements. Your Advisor is not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on PlanPlus. Accordingly, such additional statements by your financial advisor are not binding on the PlanPlus and you should not rely upon such statements.
We accept no liability for any failure to comply with this Agreement.
If we waive any rights available to us under this Agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion.
PlanPlus may make changes to this Agreement at any, which will become effective on your next Logon. If you do not accept the changes, you must notify us and your Advisor before the renewal date.
If any provision or part provision of this Agreement is invalid, unenforceable or illegal for any reason, then it shall be deemed modified to the minimum extent necessary to make it valid, enforceable and legal. If such modification is not possible, the relevant provision or part provision shall be deemed omitted and the remaining provisions will continue in full force and effect and the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible achieves the intended commercial result of the original provision.
This Agreement is deemed entered into at Toronto, Ontario, Canada and binding on the parties by you clicking “Accept” and shall be construed as to its fair meaning and not strictly for or against either party.
This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), is to be governed by and interpreted in accordance with the laws of Ontario, Canada and the parties agree to submit to the exclusive jurisdiction of the Courts of Ontario and/or the Federal Court of Canada sitting in Toronto, Ontario as regards any dispute or claim or matter arising under this Agreement or in connection with its subject matter or formation (including non-contractual disputes or claims). The parties irrevocably attorn to the jurisdiction of the Courts of Ontario and the Federal Court of Canada. Notwithstanding this, in the event a Party wishes to seek injunctive relief with respect to any matter related to this Agreement either Party may seek such injunctive relief in a court of competent jurisdiction. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.
You agree that this Agreement may not be construed adversely against us solely because we prepared it.
HOW TO CONTACT US
Notices and questions concerning the Website or your use of the Website or Client Portal, or any aspect of this Agreement including the Privacy Statement must be directed to PlanPlus by emailing us at email@example.com.