1.1 In these Terms and Conditions the following terms shall have the meanings set out below:

1.2 “Acceptable Use Policy” means the provisions of clause 2;

1.2.1 “Micro Site” means any page on a Website;

1.3 “Separate Agreement” means any separate agreement between you and us, such as an agreement under which you are an appointed representative of Sesame Limited, a client of Bankhall Support Services Limited or a member of Premier Mortgage Service Limited;

1.4 “Sesame Bankhall Group Limited” means Sesame Bankhall Group Limited, the holding company of Sesame Services Limited, Sesame Limited, Bankhall Support Services Limited (trading as Bankhall, Bankhall Online), Premier Mortgage Service Limited (trading as PMS) and any subsidiary from time to time of Sesame Bankhall Group Limited, also referred to as “we”, “us” and “our”. Holding company and subsidiary shall be construed in accordance with sections 1159 and 1160 of the Companies Act 2006.

1.5 “Websites” means the websites listed in Appendix 1 (and “Website” means any one of them) and any other site or web address owned or operated by Sesame Bankhall Group Limited as may link to these Terms and Conditions from time to time.

2.1 You agree to abide by all applicable laws, regulations and codes of conduct and ensure that any content uploaded or distributed or stored by you does not infringe the rights of others.

2.2 All material on the Websites and any material sent to you by e-mail or any other form from the Websites (the “content”) or in any way relating to the Websites belongs to our licensors or us. You may view, download and print content from the Websites for use in your business, subject to clause 2.3 and any Separate Agreement. This permission is personal to you and we may withdraw it at any time.

2.3 You may not do any of the following without prior written permission from us:

2.4 reproduce (other than as allowed under clause 2.2) or modify any of the content;

a) redistribute any of the content (including using it as part of any library, archive or similar service);

b) remove the copyright or trade mark notice(s) from any copies of content;

2.5 create a database in electronic or structured manual form by systematically downloading and storing all and any of the content;

2.6 use any robot, spider, scraper or other automated means to access the Websites or to extract, copy, index or monitor any of the content;

2.7 carry out text and data mining of the Websites or any of the content;

2.8 use any of the content to develop, train, fine-tune, test or improve any artificial intelligence or machine learning model or system.

2.9 We expressly reserve all rights in the Websites and the content against text and data mining, including for the purposes of Article 4(3) of Directive (EU) 2019/790 and any similar law. Nothing in these Terms and Conditions restricts any use of the content which applicable law permits regardless of any contractual term.

2.10 You may not use our trademarks without our prior written permission, unless you are contracted to us as an intermediary, and then only in accordance with the rights you have been granted. Other product and company names and logos mentioned or displayed in the Websites may be the trademarks, service marks or trading names of third parties.

2.11 In accessing the Websites, or any one of them, you agree not to:

a) impersonate another person or use a false name or a name you are unauthorised to use or create a false identity or e-mail address or try to mislead others as to the identity or origin of any communications;

b) modify, access or make available data stored on a computer device which you have accessed through our network;

c) make available or upload files that contain software or other material, data or information not owned or licensed to you or collect information about others (eg names/addresses) without their prior consent;

d) damage, interfere with or disrupt access to the Websites or do anything which may interrupt or impair their functionality;

e) publish, post, distribute, disseminate or otherwise transmit defamatory, offensive, infringing, obscene, indecent or other unlawful or objectionable material or information;

f) threaten, harass, stalk, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;

g) make available, upload or distribute by any means any material or files that contain any viruses, bugs, corrupt data, “trojan horses”, “worms” or any other harmful software;

h) falsify the true ownership of software or other material or information contained in files made available via the Websites;

i) obtain or attempt to obtain unauthorised access, through whatever means, to the Websites, other services or computer systems or areas of our or any of our partners' networks;

j) abuse or misuse the Websites in any other way;

k) assist others to do any of the above.

2.12  We retain the absolute right to prevent you from accessing the Websites, without prejudice to any of our accrued rights, where we in our sole discretion consider it right to do so or we consider in our sole discretion that you are contravening our Acceptable Use Policy or any other term or condition of these Terms and Conditions.

3.1 Where any of the Websites (or Micro Sites on any of the Websites) require that you register in order to use them, you are obliged to provide accurate and complete registration information. It is your responsibility to update and maintain any changes to that information (including your e-mail address) by altering your details as appropriate.

3.2 Registration is for a single user only. On registration, where required, you will be issued with a user name and password. You may contact us to change the password to one of your choice.

3.3 We do not allow any of the following:

a) any other person sharing your user name and password;

b) access through a single user name and password being made available to multiple users on a network.

3.4  Should a user forget their password, a new one will have to be created. Existing passwords are not visible to any member of our staff.

3.5 Where a member firm has an Administrative User Account set up in the name of the firm (e.g. a user name of “Member Firm Name”), its use is the responsibility of the Firm Principal. As stated above, these accounts should not be shared. It is recommended that single users are set up for members of staff performing administrative roles.

4.1 We reserve the right to take such action as we in our sole discretion deem fit in respect of any electronic mail (“e-mail”) which contains threatening, abusive, malicious, pornographic, obscene, defamatory or otherwise illegal or inappropriate material.

5.1 We, or our licensors, own the copyright and all other intellectual property rights associated with the content save where otherwise stated.

5.2 Nothing in these Terms and Conditions or in respect of your use of the content shall vest any intellectual property rights in the content in you. You have no right or licence to modify, enhance, alter, change or create any derivative works in respect of any of the content. If you create any material which incorporates or is derived from the content other than in accordance with these Terms and Conditions, you shall, at our request, assign to us (or to the relevant third party licensor) all intellectual property rights in that material.

5.3 You shall take all reasonable steps to assist us and any third party licensor in the protection of intellectual property rights associated with the content in a prompt and timely manner at your sole cost and expense, including:

a) notifying us immediately if you become aware of the misuse of the content, any user name and/or password in any way by any third party; and

5.4  notifying us immediately if any third party makes or threatens to make any claim or legal proceeding relating to your use of the content.

6.1 You agree that we have no control over third party content and information which can be accessed using the Websites and that we do not examine or edit the use to which you or others put the Websites or the nature of the content or information being accessed and that we are excluded from all liability of any kind arising from such content or information. You agree that except for death or personal injury arising through our negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited by law, to the fullest extent permitted by law, we exclude any liability whatsoever for any loss or damage arising from use of the Websites.

6.2 We take all such steps as are reasonably necessary to provide a fast and reliable website, but exclude to the fullest extent permitted by law any liability for the security of the services on the Websites or for any disruption of the Websites however caused, loss of or corruption of any material in transit, or loss of or corruption of material when downloaded onto any computer systems.

6.3 We provide access to the Websites on an “as is” basis and make no representations or warranties of any kind as to the Websites or the content. We make no representations or warranties about the accuracy, completeness or suitability for any purpose of the content published on the Websites. Any liability, however it occurs, for any such inaccuracies or errors is expressly excluded to the fullest extent permitted by law.

6.4 Subject to the exceptions in clause 6.1, if we are nevertheless found liable to you for any loss or damage arising from your use of the Websites, our total liability to you shall not exceed £100 in aggregate.

6.5 Nothing in this clause 6 limits or excludes any liability under a Separate Agreement.

7.1 We are not responsible for any technical or other issues that may arise if you download software from an external third party website (e.g. Acrobat Reader) or upgrade your browser software to enhance your usage of the Websites.

8.1 We reserve the right to make changes to any part of the Websites. Due to our policy of updating and improving the Websites, it may therefore be necessary to change these Terms and Conditions.

8.2 If you use any of the Websites after we have published such changes, you will be agreeing to be bound by those changes. If you do not agree to be bound by them, you should not use the Websites.

9.1 The Websites may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Websites complies with applicable laws, codes and regulations. We exclude to the fullest extent permitted by law any responsibility for any error or inaccuracy appearing in any advertising or sponsorship material.

10.1 The Websites may contain links to websites and resources provided by third parties. These links are provided for your information only. We have no control over those websites or resources, do not endorse them and accept no responsibility for them or for any loss or damage that may arise from your use of them.

10.2 Your use of any third party website is subject to the terms and conditions and privacy policy of that website, and not these Terms and Conditions.

11.1 We may from time to time run competitions, free prize draws and/or other promotions on the Websites. These will be subject to additional terms and conditions that will be made known to you at the relevant time.

12.1 We may terminate the provision of any of the Websites or restrict your access to them without any prior notice to you where (by way of example and without limitation):

a) there is a regulatory or statutory change limiting our ability to provide a Website;

b) any event beyond our reasonable control prevents us from continuing to provide a Website; or

c) we consider in our sole discretion that it is necessary to do so or you are otherwise acting in breach of these Terms and Conditions.

13.1 Your dealings with any third parties, in particular advertisers and/or merchants, via the Websites, and any terms or conditions agreed with, or representations given by, such third parties, are solely between you and such third party. You agree that we are not liable for such dealings.

14.1 These Terms and Conditions shall be governed by and interpreted in accordance with the laws of England and Wales and you irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with, these Terms and Conditions.

15.1 Both during and after your use of the Websites, you:

15.2 shall not use any information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by us to you at any time including information relating to or derived or made available through the content (including operations, processes, plans or intentions), know-how, design rights, trade secrets, market opportunities and business affairs which are marked as being ‘confidential’ or which you ought to treat as being confidential by virtue of their nature or the nature of their disclosure (the “Confidential Information”) for a purpose other than your use of the Websites in accordance with these Terms and Conditions;

a) shall not disclose Confidential Information to any person except with our prior written consent; and

b) shall make every effort to prevent the use or disclosure of Confidential Information.

15.3 You shall ensure the security of all Confidential Information by taking all reasonable steps to keep it secure including establishing and adhering to suitable internal procedures to ensure that all information is correctly stored and is not accessible by third parties who are not permitted to access such information in accordance with any data protection legislation. You shall immediately notify us if you become aware of any breach of this clause.

16.1 You may not assign, sub-license or otherwise transfer any of your rights under these Terms and Conditions. If any part of these Terms and Conditions is found to be invalid by any court having competent jurisdiction the validity of the remaining terms will be unaffected. If either party does not exercise any right or remedy under these Terms and Conditions, this will not be taken to mean that they have been waived.

16.2 A person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms and Conditions.

16.3 If there is any conflict between a Separate Agreement and these Terms and Conditions, the Separate Agreement prevails to the extent of the conflict.

17.1 If you have any queries concerning any part of these Terms and Conditions please contact the publisher of the relevant Website using the contact details set out in Appendix 1.

18.1 To the extent that they are applicable to your use of the Websites, the terms in Appendix 2 (Portal Terms) also apply and form part of these Terms and Conditions.

Each Website is published by the SBG company shown against it below.

19. Sesame.co.uk

19.1 Published by: Sesame Limited, a company registered in England and Wales with company number 02844161, whose registered office is at Aviva, Wellington Row, York, England, YO90 1WR.

19.2 Regulatory status: Sesame Limited is regulated by the Financial Conduct Authority and entered on the FCA Register at www.fca.org.uk/register with registration no. 150427.

19.3 Contact: info@sbg.co.uk

This Appendix applies if you are accessing MySesame via www.mysesame.com, Bankhall Online via online.bankhall.co.uk or MyTrustPMS via www.mytrustpms.com (the “Portal”).

20 Your Responsibilities

20.1 Any person employed or engaged by you who has submitted the relevant form to access the Portal (an “Authorised User”), shall:

20.2 notify us in writing immediately of any changes or additions to their name or address(es) and/or any other details that from time to time we might reasonably request of them including if they leave the employment or are no longer engaged by you;

20.3 ensure that only they access and use the Portal through the use of their user name and password;

20.4 use digital certificates and/or encryption keys to access part of the Portal if so requested by us;

20.5 not modify, alter, assemble, disassemble, reverse compile or decompile any part or whole of the Portal (save to the extent permitted by law) or request any third party to do the same;

20.6 access the Portal and install any related software supplied to them by or on behalf of us in strict accordance with our instructions and using the correct user information and access codes as supplied by us;

20.7 keep information which we provide or make available to you via the Portal (including each user name and password) confidential, and in any event, subject to the provisions of clause 15 of these Terms and Conditions;

20.8 ensure that you comply with any minimum specification or requirements which we notify to you in relation to your use of the Portal;

20.9 not maliciously delete, copy, edit or amend information which may be accessed via the Portal and which is your property nor seek to transfer, dispose of or deal in such data without your consent; and

20.10 ensure that they comply with any of your procedures, policies, guidelines and/or instructions relating to the creation and retention of back-up copies of all data and information which they submit to us through the Portal.

20.11 You shall:

20.12 procure that each Authorised User shall comply with paragraph 20.1 of this Appendix at all times;

20.13 notify us of any change to your business including your registered office address, any change to your regulatory status and/or provide us with any other information which we may reasonably request at any time; and

20.14 back-up all data and information which you or your Authorised Users submit through the Portal and you shall be solely responsible for ensuring that you have back-up copies of all such data and information which is submitted to or via the Portal (and we recommend that such data and information is stored on a separate server or on computer equipment other than that which you use to permit access to the Portal).

20.15 You grant us a non-exclusive, royalty-free licence to use, copy, store and process any documents, data and other material which you or your Authorised Users submit through the Portal, for the purpose of providing the Portal and our services to you and as otherwise permitted by any Separate Agreement. You warrant that you have the right to grant that licence.

21. Portal Support

21.1 We shall use reasonable endeavours to provide you with helpdesk support in connection with the Portal (“Portal Support”). Portal Support does not include:

21.2 visits to your premises;

21.3 information, advice and/or assistance in respect of your operating system, third party software, hardware, information technology systems, the internet generally, retrieval of lost or damaged data, usage of the internet generally and/or any other matters which we determine are not applicable to Portal Support at any time acting in our absolute discretion; or

21.4 information, advice and/or assistance in relation to any issues arising from your failure to comply with these Terms and Conditions or any other instructions, guidance or advice which we give to you in respect of the Portal (including any third party software which we make available to you).

21.5 We shall be entitled not to provide Portal Support where we determine, acting in our absolute discretion, that you have referred excessive, vexatious and/or trivial requests to our Portal Support service. You shall procure that your Authorised Users do not refer requests of this nature to our Portal Support service.

21.6 We shall be entitled to charge a fee to you in respect of any support which we provide to you and/or your Authorised Users which we consider to be outside the normal Portal Support which we provide to other users of the Portal.

21.7 We shall have the right exercisable in our absolute discretion to vary the Portal Support which we offer or to cancel or suspend the Portal Support at any time.

22. Data Protection

22.1 In this Appendix, “Data Protection Legislation” means the UK GDPR (as defined in section 3(10) of the Data Protection Act 2018), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other law relating to the processing of personal data that applies in the United Kingdom from time to time, and “personal data” has the meaning given to it in the UK GDPR.

22.2 You shall comply, and shall procure that your Authorised Users comply, with the Data Protection Legislation in respect of any personal data which you or your Authorised Users submit to us via the Portal.

22.3 You may appoint an administrator who is able to view your Authorised Users’ use of the Portal. You shall inform your Authorised Users of this before they use the Portal.

22.4 You will upon reasonable request permit us or one of our nominees to access your records so as to verify the transmission or content of the information provided by your use of the Portal.

22.5 We process personal data about you and your Authorised Users as described in the privacy notice published on the relevant Website. This includes sharing details of you and your Authorised Users with third parties as part of a database of financial advisers compiled by us (currently called ‘Data Packs’). You shall ensure that each of your Authorised Users is made aware of that privacy notice before they use the Portal.

23. Indemnity

23.1 You shall indemnify us against all losses, liabilities, damages, costs (including reasonable legal costs) and expenses which we suffer or incur as a result of any claim brought or threatened against us by a third party arising from any breach of this Appendix or of the Acceptable Use Policy by you or any of your Authorised Users.

23.2 The indemnity in paragraph 23.1 does not apply to the extent that the claim arises from our negligence, wilful default or breach of these Terms and Conditions.

23.3 If we become aware of a claim to which paragraph 23.1 applies, we shall notify you promptly, shall not make any admission or agree any settlement in relation to it without your prior written consent (such consent not to be unreasonably withheld or delayed), and shall take reasonable steps to mitigate our losses.