Section 1: Legal Binding & Consent
1.1 Mechanism of Consent: These Terms operate via a "click-wrap" or "access-wrap" model. Accessing the Axium Software ("Services") beyond the login screen constitutes an electronic signature and full legal ratification of these Terms and the associated Software EULA by both the Licensee and the individual Adviser.
1.2 Network Liability: The Licensee remains primarily and unconditionally liable for all acts and omissions of its Advisers. This includes the payment of all Fees regardless of whether the Licensee has successfully recovered such sums from the individual Adviser.
Section 2: Adviser Minimum Term
2.1 Fixed Commitment: Every Adviser profile is subject to a non-cancellable, fixed period of thirty-six (36) months from the timestamp of the first successful login, or for the total duration of the Adviser's professional affiliation with the Licensee, whichever is longer.
2.2 Survival of Obligation: The obligation to pay the Fees set out in Section 3 for the entirety of the Adviser Minimum Term remains in full force and effect regardless of the Adviser terminating their contract with the Licensee, migrating to a different software platform, or the Licensor terminating the agreement due to Licensee default.
Section 3: Comprehensive Fee Structure
3.1 Minimum Monthly Fee: A fixed access fee of £20.00 per completed case per Adviser is payable in order to maintain the Adviser's active profile and data storage.
3.2 Mortgage Case Fee: A fee of 0.0199 bps (0.0199%) of the total gross loan amount applies to every mortgage application initiated, processed, or recorded in the Software. This fee is triggered immediately upon the creation of the case file within Axium.
3.3 Insurance Case Fee: A fee of 2.0% of the total gross commission (encompassing both initial and renewal commissions) is payable for any life, protection, or general insurance case managed or generated via the Software.
3.4 Inflationary Adjustment: The Licensor reserves the right to increase the Minimum Monthly Fee on each anniversary of the Commencement Date by a percentage equal to the Consumer Price Index (CPI) plus 2%.
Section 4: Data & Proprietary Rights
4.1 Data Portability: Users are granted a non-exclusive right to download and export specific client data and case records at any time. Exercise of this right does not constitute a termination of the Agreement nor does it waive or extinguish the 36-month Adviser Minimum Term or Fee obligations.
4.2 Ownership: All Intellectual Property Rights in the Software, source code, and Documentation remain the exclusive property of Tattonmere Fintech Ltd. Reverse engineering or creating derivative works based on the Software’s architecture is strictly prohibited.
4.3 "As Is" Provision: The Software is provided on an "as is" basis. The Licensor does not warrant that the Software will be error-free or meet the Licensee's specific regulatory or compliance requirements.
4.4 Liability Cap: The Licensor’s total aggregate liability for any claim shall be limited to 100% of the total Fees paid during the 12 months preceding the event giving rise to the claim. Indirect, incidental, or consequential damages, including loss of profits, are strictly excluded.
Section 5: Termination & Damages
5.1 Accelerated Liability: Should an Adviser cease using the Software prior to the expiry of the 36-month term, the Licensee shall pay a lump sum equal to the Minimum Monthly Fees remaining for the balance of said term as liquidated damages.
5.2 Primary Term: This Agreement continues for a fixed period of five (5) years from the Commencement Date. It shall automatically renew for successive 12-month periods unless 90 days' written notice of non-renewal is provided prior to the end of the current term.
Section 6: Dispute Resolution
6.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of England and Wales.
6.2 Jurisdiction: Any disputes arising out of these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales. Before initiating litigation, parties agree to attempt resolution through mediation or arbitration.