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Terms and Conditions

Terms and Conditions

These Terms and Conditions apply to the following: 

  1. The use of the world wide web pages of Criterion Tec Limited (co. reg. no. SC568537) ("Criterion" or "we") at https://www.criterion.org.uk  (this website and its subdomains)(paragraphs 1- 7 below); and
  2. The use of the Criterion Standards, Criterion Common Declarations (as defined below), and all news, press releases and working groups (such services each being "Online Services") (paragraphs 8-10 below).
  3. Paragraphs 11-17 apply to both use of the website and use of the Online Services.

In these Terms and Conditions

“Associated Companies” means any subsidiary within your group of companies, the parent undertaking of which is your company (or any parent undertaking of your company from time to time), where "subsidiary" and “parent undertaking” shall have the same meaning as in section 1159 and section 1162 of the Companies Act 2006; 

“Confidential Information” means all information of a confidential nature disclosed in whatever form, whether directly or indirectly, including know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind;

"Criterion Common Declarations" means the common declaration wording and defined data items including the Common Annuity Declarations, Common Bulk Transfer Declaration and the Common Transfer Declarations accessible from time to time from the Website (as such documentation may be varied, modified or otherwise replaced from time to time by Criterion); 

“Criterion Standards” means the business and technical standards documentation of Criterion (excluding the Criterion Common Declarations), which are available to access from the website from time to time (as such documentation may be varied, modified or otherwise replaced from time to time by Criterion) and which are designed for Financial Services Companies and their provision of financial services and/or products within the UK financial services and insurance e-commerce environment; 

“Financial Services Companies” means financial services product providers, independent financial advisers, services providers, portals and/or software developers, in each case involved in the provision of UK financial services and/or products;

“Utilise” means access, download, copy, display, distribute, assess, analyse, implement in software and / or business processes, and / or use; ‘Utilisation’ being interpreted accordingly; 

"Permitted Purpose" means

  • (i) in the case of the Criterion Standards, the internal Use of the Criterion Standards to (i) build your own technical solutions, and/or (ii) interoperate your solutions with other Financial Service Companies who have a current and valid licence from Criterion to use the Criterion Standards;
  • (ii) in the case of the Criterion Common Declarations the inclusion in a pension transfer or open market option annuity application process in order to gain client consent and discharge for any such transaction, recognising the discretion of the ceding pension scheme involved in such a transaction to seek any further evidence of consent and/or discharge that it may deem necessary. 

Any use of any part of this website and its subdomains shall constitute your agreement to abide by these Terms and Conditions. You should carefully read these Terms and Conditions. If you do not agree to all or any of these Terms and Conditions, please leave this website or its subdomains immediately and refrain from using any of the online services available from this website and its subdomains. 

Any reference in these Terms and Conditions to "Paragraph" shall refer to a paragraph of these Terms and Conditions. 

USE OF THE WEBSITE 

1. INTELLECTUAL PROPERTY RIGHTS

1.1 The copyright, database rights and all other intellectual property rights in information and material (including, without limitation, the Criterion Standards and the Criterion Common Declarations) on this website and its subdomains are the property of Criterion and protected by the copyright laws of the United Kingdom, international copyright treaties and all other applicable copyright and intellectual property laws. You may not copy or republish any such material or information in any manner without the prior written consent of Criterion or its licensor. You may not remove any product identification, copyright notices or legends or other notices or proprietary restrictions from any of the information or material contained on this website and its subdomains. Any unauthorised downloading, use, re-transmission or other copying or modification of any of the contents of this website and its subdomains may be in breach of statutory or common law rights which could be the subject of legal action. All rights not expressly granted herein are expressly reserved by Criterion. 

2. TRADE MARKS

2.1 ‘CRITERION’, the Arrowhead device, ‘CRITERION COMMON DECLARATIONS’, ‘CRITERION WAY’, ‘CRITERION STANDARDS’ and certain other names, words, titles, phrases, logos, icons, graphics or designs used on the pages of this website and its subdomains constitute trade names or unregistered trade marks of Criterion. The display of any of the above trade names or trade marks on pages at this website and its subdomains does not imply that any licence has been granted to any third party in respect of the same. All other product or company names, devices, logos, icons, graphics or designs referred to on the pages of this website and its subdomains are the trade marks of the respective owners and are exhibited only in such a manner as intended to be for the benefit of such trade mark owners, and Criterion intends no infringement of such trade marks. The appearance or absence of products, services, companies, organisations, home pages or other websites on this website and its subdomains does not imply any endorsement or non-endorsement thereof by Criterion. All rights not expressly granted herein are reserved by Criterion. 

3. UNAUTHORISED ACCESS

3.1 Certain web pages on this website and its subdomains may require a valid and appropriate digital certificate, password and/or further payment. Any use or attempted use of such web pages without obtaining the required digital certificate, password and/or making the required payment without the prior written permission of Criterion is unlawful and could result in civil and/or criminal penalties. 

4. DISCLAIMER

4.1 The information, materials, functions and Online Services contained in this website and its subdomains, including text, graphics, links or other items, are provided on an "as is" basis without any warranty or representation (express or implied). To the fullest extent permitted by applicable law, Criterion disclaims all warranties, representations, understandings whatsoever, express or implied, specifically including but not limited to warranties of accuracy, completeness, satisfactory quality, merchantability, fitness for a particular purpose, freedom from computer viruses and non-infringement of third parties' rights. Furthermore, Criterion does not warrant or represent that the Criterion Standards, the Criterion Common Declarations or other Online Services will be error free nor that any such errors will be corrected. You are solely responsible for all costs and expenses associated with the rectification, repair, loss or damage caused by such errors. Access to this website and its subdomains is permitted on a temporary basis, and Criterion reserves the right to withdraw or amend the services we provide on this website and its subdomains without notice. Criterion will not be liable if for any reason this website and its subdomains is unavailable at any time or for any period. 

5. LINKING

5.1 By virtue of hypertext or other computer links you may be able to access other website pages or other resources on the internet which are not part of this website and its subdomains. Criterion is not responsible for nor assumes any liability for the contents of other websites or internet resources which are linked to any part of this website and its subdomains. Criterion shall have no liability in respect of material hyperlinked to Criterion web pages which may be misleading, inaccurate, defamatory, threatening or obscene or otherwise not in accordance with applicable laws and regulations as may be from time to time in force. The provision by Criterion of a link to another website does not constitute any authorisation by Criterion to you to access materials held at that location, nor is it evidence of any endorsement by Criterion of the material held there. You are not permitted to frame, page-jack or link to any other page of this website and its subdomains. You are not permitted to use any robot, spider, other automatic device or manual process to monitor or copy this website and its subdomains or the content expressed herein. 

6. WEBSITE OPERATION

6.1 Criterion operates this website and its subdomains from the United Kingdom and makes no representation that the information contained herein is appropriate or available for use in other locations outside the United Kingdom. 

7. LOGIN DETAILS & PASSWORDS ETC

7.1 If you choose, or you are provided with, a user identification code, password, digital certificate or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. Criterion has the right to disable or restrict access to any user identification code, password or digital certificate, whether chosen by you or allocated by or on behalf of Criterion, at any time, if in Criterion’s opinion you have failed to comply with any of the provisions of these Terms and Conditions or if the user identification code, password or digital certificate in question has not been used to access this website and its sub-domains for a period of 12 months. 

LICENCES 

8. CRITERION STANDARDS LICENCE

8.1 In consideration of, and subject to, the prompt payment to Criterion by you of the applicable annual subscription fee, Criterion hereby grants you the non-exclusive, non-transferable, non-sublicensable (except as permitted in paragraph 8.3 below), worldwide right to Utilise the Criterion Standards for the Permitted Purpose, subject to the following terms and conditions in this Paragraph 8 and any other applicable Terms and Conditions (including without limitation Paragraphs 10 to 17). 

8.2 You may only download the Criterion Standards (or any part of them) if you:- 

  • 8.2.1 are a financial services product provider, a platform services provider, a financial adviser or other intermediary distributor of financial products, a services provider/portal and/or software developer ; or
  • 8.2.2 obtain the prior written consent of Criterion (subject to such further provisions as Criterion may deem appropriate). 

8.3 If you are a financial services product provider, a platform services provider, a financial adviser or other intermediary distributor of financial products you may grant a non-exclusive, non-transferable, non-sublicensable sub-licence to your Associated Companies. Each Associated Company shall be bound by these Terms and Conditions and shall not have the right to sub-licence further. You shall inform Criterion of any sublicences granted to your Associated Companies. You shall remain responsible for your Associated Companies’ compliance with these Terms and Conditions. You have no right to grant any sublicences relating to the Criterion Standards to any other third party, including software developers or Service Providers, except with the prior written consent of Criterion.

8.4 If you are a services provider/portal and/or software developer you shall not grant any sub-licences unless you have the prior written consent of Criterion. 

8.5 You shall only use the Criterion Standards to provide services to a third party for the Permitted Purpose when such third party has their own licence to use the Criterion Standards.

8.6 Criterion may from time to time modify, upgrade, or create new versions of, the Criterion Standards, and make those available at this website and its subdomains. Criterion has no obligation to notify you of such upgrades or new versions. Unless otherwise specified or agreed, these Terms and Conditions shall apply mutatis mutandis to such upgrades or new versions of this website and its subdomains.  

8.7 The licence granted pursuant to Paragraph 8 is effective until terminated. The licence will terminate automatically without notice if you fail to comply with any of its provisions or if you fail to pay the applicable annual subscription fee in full when requested to do. You and Criterion shall also each be entitled to terminate this licence on the anniversary of it first being granted by giving at least six month’s written notice to the other. Upon termination for any reason, you shall immediately cease Utilisation of the Criterion Standards and destroy any accompanying documentation and all copies, including software and / or business processes that implement the Criterion Standards.

8.8 Termination of the licence for whatever reason shall not affect the accrued rights and obligations of the parties arising out of these Terms and Conditions as at the date of termination and, in particular but without limitation, the right of Criterion to recover damages from you.  

8.9 You acknowledge and agree that the Criterion Standards (including, without limitation in each case, the intellectual property rights comprised therein) shall at all times remain the property of Criterion and that Criterion shall be entitled to use such intellectual property rights as it sees fit.

9. CRITERION COMMON DECLARATIONS LICENCE. 

9.1 In consideration of, and subject to, you agreeing to be bound by all of these Terms and Conditions, Criterion hereby grants you the non-exclusive, non-transferable, non-sublicensable (except to Associated Companies), royalty-free, worldwide right to Utilise the Criterion Common Declaration for the Permitted Purpose, subject to the following terms and conditions in this Paragraph 9 and any other applicable Terms and Conditions (including without limitation Paragraphs 10 and  17) (the CDD licence).

9.2 You shall have the limited non-transferrable right to Utilise the Criterion Common Declarations only on a verbatim basis with no changes being made to the wording of these Criterion Common Declarations, other than where the Criterion Common Declarations provide explicit support for scheme-specific variation.

9.3 You may grant a non-exclusive, non-transferable, non-sublicensable sub-licence to Utilise the Criterion Common Declarations or any part of them for the Permitted Purpose to your Associated Companies. Each Associated Company shall be bound by these Terms and Conditions and shall not have the right to sub-licence further. You shall inform Criterion of any sublicences granted to your Associated Companies. You shall remain responsible for your Associated Companies’ compliance with these Terms and Conditions. You have no right to grant any further sublicences relating to the Criterion Common Declarations. 

9.4 You agree to abide by the CCD Licence and the other obligations set out in Paragraph 9 and 10 to 17. You shall indemnify Criterion against any and all loss suffered by us resulting from you or your Associated Companies’ failure to comply with the terms of the CCD Licence. 

9.5 You acknowledge that Criterion is the owner of all rights, title an interest in the intellectual property in the Criterion Common Declarations. 

9.6 The CCD Licence shall continue in force until terminated by either Criterion or you in accordance with these Terms and Conditions or otherwise in accordance with law. 

9.7 The licence will terminate automatically without notice if you fail to comply with any of its provisions. You and Criterion shall also each be entitled to terminate the CCD Licence at any time by giving written or email notice to the other. If Criterion terminates the CCD Licence then no compensation shall be payable by Criterion to you or any of your Associated Companies. Criterion shall give at least 3 months’ notice of its termination of the CCD Licence, except that immediate notice of termination may be given by Criterion where a breach of the CCD Licence by you or any of your Associated Companies has occurred. In the event of termination of the CCD Licence for any reason, then you and your Associated Companies must immediately stop all Utilisation of the Criterion Common Declarations. 

9.8 Criterion shall be entitled to make changes to the Criterion Common Declarations, where Criterion shall normally give at least 28 days’ notice to you of any such changes. Where such changes have been made by Criterion and notified to you, then you must ensure that forthwith following such notification of change that you and your Associated Companies only Utilise the most recently published version of the Criterion Common Declarations. 

9.9 Criterion offers no warranty (express or implied) or otherwise of the legal effectiveness of the Criterion Common Declarations, declaring that it is the sole responsibility of the (a) relevant receiving scheme to determine whether the inclusion of the Criterion Common Declarations (or any of them) in their pension transfer or open market option annuity application process is appropriate, and (b) relevant ceding scheme to determine whether the Utilisation of the Criterion Common Declarations (or any of them) in such a process is appropriate and effectively accomplishes a discharge for any such transaction. Furthermore all warranties and conditions, whether express or implied by statute, common law or otherwise (including, but not limited to, as to fitness for purpose or satisfactory quality) are hereby excluded to the extent permitted by law.  

10. RESTRICTIONS ON USE OF THE CRITERION STANDARDS AND CRITERION COMMON DECLARATIONS

10.1 If any third party, including Service Providers or software developers, who are not an Associated Company wishes to access the Criterion Standards or Criterion Common Declarations they must be granted a licence by Criterion and access the Criterion Standards or Criterion Common Declarations from this website or its subdomains. 

10.2 You shall not allow any third-party to access or use the Criterion Standards or Criterion Common Declarations or any part of them in order to build a product or service which competes with or is substantially similar to the Criterion Standards or Criterion Common Declarations.

10.3 You shall not have the right to amend, modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative or competing works based on the Criterion Standards or Criterion Common Declarations. 

10.4 You shall not use the Criterion Standards or Criterion Common Declarations to scrape information, build databases or create copies of any information, other than for the Permitted Purpose.

10.5 You shall not place or create any claims, liens, or encumbrances on the Criterion Standards or Criterion Common Declarations.

10.6 You shall not use or misuse the Criterion Standards or Criterion Common Declarations in any way that (i) infringes the intellectual property rights, confidentiality or other rights of any third party, (ii) breaches applicable laws or (iii) is for the purpose or in connection to fraudulent or illegal activities.

11. CONFIDENTIAL INFORMATION 

11.1 You shall only use Criterion’s Confidential Information for the Permitted Purpose and shall not disclose the Confidential Information except (i) on a need-to-know basis to your representatives provided when disclosed they are made aware of its confidential nature and they comply with this paragraph 11.1 or (ii) as required by law. 

11.2 Paragraph 11.1 does not apply to Confidential Information that is or becomes generally available to the public (other than because of its disclosure by the receiving party or its representatives in breach of this Agreement).

12. DATA PROTECTION 

12.1 Our Privacy Notice available on the website governs use of your personal data. By accepting these Terms and Conditions you also acknowledge that you have read and understood the terms of the Privacy Notice, as amended from time to time.

13. LIMITATION AND EXCLUSION OF LIABILITY

13.1 Criterion shall not be liable to you or any other party for any liability, loss or damage whatsoever (including any costs and expenses), howsoever caused arising directly or indirectly in connection with or arising pursuant to or resulting from the use of or inability to use, interruption or availability of all or any part of (i) this website and its subdomains, its operation or transmission or otherwise in respect of the use of all or any part of this website and its subdomains, (ii) the Online Services, (iii) the Criterion Standards and the Criterion Common Declarations or their downloading and/or Utilisation or otherwise, howsoever (whether or not caused by the negligence of Criterion, its employees, agents, subcontractors or representatives), except to the extent that such liability may not be lawfully excluded under the applicable law. 

13.2 Without prejudice to Paragraph 13.1, Criterion hereby expressly excludes all liability whatsoever for any: 

  • 13.2.1 indirect, special, incidental or consequential loss or damage;
  • 13.2.2 direct or indirect loss of profit, turnover, business revenue, contracts, goodwill, reputation, anticipated savings; or
  • 13.2.3 loss of management time or data, work stoppage, increased costs of working, computer failure or malfunction including, without prejudice to the foregoing, any loss or damage arising from or pursuant to any transmission of any computer virus, worm, Trojan Horse or other contaminant which may arise out of, or in connection with, the use of all or any part of this website and its subdomains, the Online Services, or the Criterion Standards and Criterion Common Declarations or their Utilisation, howsoever caused, even if such loss was reasonably foreseeable and/or Criterion shall have been advised of the possibility of such liability, loss or damage. 

13.3 Subject to Paragraph 13.4, the total liability of Criterion arising out of or in connection with this website and its subdomains, the Online Services or otherwise howsoever for any incident or series of incidents (whether or not connected) shall not exceed the sum of £1. 

13.4 Nothing in these Terms and Conditions shall limit either party's liability to the other for death or personal injury resulting from its own negligence or that of its employees, agents, sub-contractors or representatives or for breach of any obligations implied by Section 12 of the Sale of Goods Act 1979, Section 2 of the Supply of Goods and Services Act 1982 or under Part 1 of the Consumer Protection Act 1987 which liability shall not be limited. 

13.5 Each limitation provided in this Paragraph 7 is to be construed as a separate exclusion or limitation applying and surviving even if, for any reason, one or other of the said provisions is held inapplicable or unreasonable in any circumstance. 

13.6 You acknowledge that you have considered this Paragraph 7 and agree that the limitations and exclusions herein are reasonable in all the circumstances. 

14. AMENDMENTS

14.1 Criterion reserves the right at any time and without notice to change, amend or otherwise vary these Terms and Conditions and the web pages of this website and its subdomains. It is your responsibility to check these Terms and Conditions each time you visit this website and its subdomains. 

15. AUDIT 

15.1 We may monitor and audit your access to the Criterion Standards and Criterion Common Declarations and your compliance with these Terms and Conditions and upon request (with reasonable notice), you will provide us with access to all relevant information and records in your possession and control relating to such compliance.

16. CONTACTING US

Our contact details are: Criterion Tec Limited, 14 Albany Street, Edinburgh EH1 3QB, SCOTLAND.
 
Phone:- +44 (0) 131 357 0100
Email: [email protected] 

17. GOVERNING LAW AND JURISDICTION

17.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of Scotland. You agree to submit to the exclusive jurisdiction of the Scottish courts. You are responsible for compliance with any applicable laws of the country from which you are accessing this website and its subdomains.? 

If you have any questions concerning these Terms and Conditions please write to Criterion at the address set out above.? 
 
All rights not expressly granted in these Terms and Conditions are expressly reserved by Criterion.