NOW IT IS HEREBY AGREED as follows

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, the following words shall have the following meanings:

“Accreditation” means any accreditation under the Scheme for the Later Life Adviser Accreditation and “Accredit” and “Accredited” shall be construed accordingly;
“Accreditation Panel” means the body consisting of industry experts appointed by the Society of Later Life Advisers from time to time for the purpose of determining whether Accreditation should be awarded to the Applicant;
“Agreement” means this agreement including the recitals and schedules attached hereto;
“Annual Licence Fee” means any amount exclusive of VAT payable by the Participant to the Society of Later Life Advisers levied at the Society of Later Life Advisers’ absolute discretion at the start of each Contract Period in order that the Participant may deemed to remain Accredited to the Later Life Adviser Scheme;
“Auditor” means a natural or legal person appointed by the Society of Later Life Advisers at their absolute discretion to carry out External Audit assessment of the Participant as part of the Accreditation process;
“Certificate” means the certificate of Accreditation awarded to the Applicant upon the attainment of Accreditation that shall remain in force for five (5) years, subject to the Applicant’s performance of its obligations under the Accreditation Agreement .
“Confidential Information” means all information (of whatever nature and however recorded or preserved) disclosed by one Party to the other, which:
(a) is marked as or has been otherwise indicated to be confidential; or
(b) derives value to a Party from being confidential; or
(c) would be regarded as confidential by a reasonable business person, except to the extent that such information is already in the public domain at the time of disclosure or enters the public domain otherwise than by a breach of any obligation of confidentiality, or was received by either Party from an independent

Third Party which had full rights of disclosure;

“Contract Year” means a period of 12 calendar months from the date of this Agreement
“External Audit Assessment” means an assessment of the Participant carried out by an Auditor and also an assessment to verify the written evidence submitted by the Participant in the Self Audit;
“Industry Standards” means the Later Life Adviser Industry standards and which may be amended by the Society of Later Life Advisers from time to time at their absolute discretion;
“Intellectual Property” means any patent, copyright, registered design, unregistered design right, trademark or collective mark (whether registered or not), goodwill, database rights or other intellectual property protection or any application for such protection and all rights in any database, secret process, know-how or other Confidential Information and all other intellectual property rights of a similar, corresponding or neighbouring character which may now or in the future submit in any part of the world;
“Parties” means both the Society of Later Life Advisers and the Participant;
“Scheme” means Later Life Adviser Accreditation Scheme;
“Self Audit” means the process by which the Participant assembles and collates evidence that it meets the Industry Standard for the aforementioned Scheme;
“Supportive Environment” means that the Applicant is provided with by their employer, or has regular ongoing access to technical and practical information which allows them to acquire, maintain and improve their relevant knowledge in the area of older client advice. The Applicant is further required to demonstrate a commitment to continually updating their knowledge of products, markets, structure of care provision, and compassion through continuing professional development by using this environment;
“Term” means five (5) Contract Years;
“Third Party” means any natural or legal person who is not a party to this Agreement;
“VAT” means value added tax or any other tax of a similar nature that may be substituted for or levied in addition to it in each case at the rate current from time to time.

1.2 Interpretation

1.2.1 Unless the context otherwise requires, reference herein to the singular shall include the plural and vice versa and reference to any gender shall include all genders.
1.2.2 References in this Agreement to “person” shall include any individual, company, corporation, firm, partnership, joint venture, association, organisation, institution, trust or agency, whether or not having a separate legal personality.
1.2.3 The titles and headings of the clauses and schedules are inserted for reference purposes only and are not to be construed as limiting or extending the meaning of any of the provisions contained in them.
1.2.4 Reference to any Acts of Parliament and other enactments shall include reference to any statutory modifications or re-enactment of them made at any time and to any regulation or order made under such enactment or modification or re-enactment.

2. PARTICIPANT’S RIGHTS AND OBLIGATIONS

2.1 On award of Accreditation, the Participant may for the duration of the Term:
2.1.1 Display the FSP Endorsed logo applicable for the Accredited activities of the Participant on its premises, in its literature and other promotional and information material used in the conduct of its business for that part of the Participant’s activities which have been Accredited in accordance with any guidelines or rules and resolutions provided by the Society of Later Life Advisers for such use.
2.1.2 Use the Accreditation appropriately.
2.1.3 Cite the awarding of appropriate Accreditation by the Society of Later Life Advisers endorsed by the FSP in evidence to the Financial Conduct Authority or other bodies where appropriate.
2.1.4 Seek the Society of Later Life Advisers assistance and support in promoting the Industry Standard for this Accreditation
2.1.5 Apply for Full Membership of the Society of Later Life Advisers   membership of which shall entitle an accredited Later Life Adviser to use the Society of Later Life Logo

2.2 During the Term, the Participant shall:
2.2.1 Provide advice to the best of their knowledge and demonstrate enhanced levels of empathy needed to work with older clients.
2.2.2 Comply with the directions from time to time given to them by the Society of Later Life Advisers in connection with this Accreditation.
2.2.3 Provide to the Society of Later Life Advisers (in writing if so required) such information and reports as the Society of Later Life Advisers may reasonably require from time to time in connection with matters relating to this Accreditation.
2.2.4 Conduct advice in a responsible and ethical manner so as to enhance and support the reputation and goodwill of the Society of Later Life Advisers, the FSP and the Scheme.
2.2.5 Conduct their business in accordance with all laws and regulations applicable to the delivery of advice under this Accreditation and at its own expense obtain any necessary permits, consents and licences required to provide such advice.
2.2.6 Maintain the Industry Standard for this scheme and provide annually an evidential report that this Standard is being maintained.
2.2.7 Pay the Annual Licence Fee and any other such fees as may become due.
2.2.8 Co-operate with the Society of Later Life Advisers in publicising and promoting the Schemes.
2.2.9 Report immediately any substantive changes which may affect the maintenance of the Industry Standards and / or their ability to work within a supported environment i.e. change of employer.
2.2.10 After expiration of the Term submit a new Self Audit to the Society of Later Life Advisers and attend an External Audit assessment, meet all costs associated with such Audit and External Audit assessment as may be required.
2.2.11 Protect both the Society of Later Life Advisers and the FSP brand generally, and the brand and logo for this Accreditation, and their respective reputations by complying with the provisions of the Copyright, Design and Patents Act 1988.

2.3 The Participant shall keep the Society of Later Life Advisers informed of any complaints or disputes concerning their accredited activities and shall inform the Society of Later Life Advisers of such complaint within five (5) working days of any such complaint or dispute arising.

3. RIGHTS AND OBLIGATIONS OF THE SOCIETY OF LATER LIFE ADVISERS

3.1 The Society of Later Life Advisers may vary, change and update the Industry Standards during the Term at their absolute discretion.

3.2 If the Society of Later Life Advisers wishes to change the Accreditation process, the Industry Standard for this Accreditation or any aspect of the Participant’s implementation of the Society of Later Life Advisers requirements with regard to this Accreditation it shall notify the Participant who shall promptly implement any such changes.

3.3 Subject to clause 4 below, the Society of Later Life Advisers may use the Participant’s name in its publicity literature and website and in its Online Directory with relation to this Accreditation unless the Participant has specified in writing that their details are to be withheld.

4. CONFIDENTIALITY

4.1 The Parties shall during the Term and after the expiration of Accreditation keep confidential and not (except as authorised or required for the purposes of this Agreement, or for the purposes of Auditing the Participants membership of the scheme) use or disclose or attempt to use or disclose to any person any Confidential Information acquired in the course of the Accreditation process, without the other Party’s written consent.

4.2 Nothing in this Agreement shall prevent either the Society of Later Life Advisers or the Participant from disclosing Confidential Information which it is required to disclose by law and / or its contractual obligations to any government organisation.

4.3 The provisions of this clause 4 shall survive termination or expiry of Accreditation.

5. PROPERTY RIGHTS

5.1 Any property (including Intellectual Property) which was the property of the Society of Later Life Advisers prior to Accreditation shall continue to vest in the Society of Later Life Advisers, in all circumstances and acceptance of this accreditation shall not be deemed to have allowed, inferred, endorsed the acquisition of any intellectual property rights in relation to this accreditation to an accredited Later Life Adviser

5.2 The Society of Later Life Advisers shall retain all Intellectual Property rights in all property, information, materials, systems, methodologies, software and know-how supplied by the Society of Later Life Advisers to the Participant in connection with this Accreditation.

5.3 The Participant shall not use any property, information, materials, systems, methodologies, software and know-how provided by the Society of Later Life Advisers in connection with this Agreement for any business purpose other than that provided for in this Agreement.

5.4 Where the Participant uses Intellectual Property rights belonging to any Third Party for the purposes of and during the Term the Participant shall:
5.4.1 Obtain from the Third Party concerned the necessary permission and licences for the use of such rights;
5.4.2 Meet the costs of such permissions and licences unless otherwise agreed in writing with the Society of Later Life Advisers; and
5.4.3 Indemnify the Society of Later Life Advisers and keep the Society of Later Life Advisers indemnified on a continuing basis against any liability incurred to Third Parties for any use of Intellectual Property otherwise than in accordance with this Agreement.

6. QUALITY CONTROLS AND COMPLIANCE WITH THE INDUSTRY STANDARDS

6.1 The Participant shall submit to the Society of Later Life Advisers at the end of each Contract Year during which the Certificate is in force a declaration (in a form to be specified by the Society of Later Life Advisers and which may from time to time be varied at the absolute discretion of Society of Later Life Advisers) stating that the Participant complies with the applicable Industry Standard with regards to this Accreditation, works in a supportive environment, remain compliant with all applicable Legislation to practice in this area, and that all necessary controls are in place and being exercised. The declaration shall state how the Participant complies with any conditions imposed on their Accreditation.

6.2 The Society of Later Life Advisers may review annually, or at any other such time as they deem fit following the raising of any appropriate complaints about the advice the Participant has provided a Third Party, the Participant’s compliance with the conditions of Accreditation. Where such review reveals that the Participant may not be complying with the conditions of the Accreditation the Society of Later Life Advisers may make any further enquiries as they at their absolute discretion deem necessary and enter into dialogue with the Participant with a view to the Participant making appropriate changes in order to comply with the terms and conditions of the Accreditation. If after further enquiries have been undertaken the Society of Later Life Advisers is of the reasonable opinion that the Participant is still not in compliance with the conditions of the Accreditation it shall commence a reassessment of the Award of Accreditation to the Participant as soon as reasonably practicable.

6.3 Any reassessment may involve any such further meetings, enquiries, correspondence and dialogue as the Society of Later Life Advisers at their absolute discretion deem necessary to determine whether or not the Participant meets the Industry Standard. The Participant shall allow the Society of Later Life Advisers and the Auditors to carry out additional Audit and Assessments if required for which the Society of Later Life Advisers reserves the right to levy additional fees as appropriate to cover any additional costs that may be incurred by them or a third party at their absolute discretion.

6.4 The Participant shall fulfil the Industry Standard with regard to this Accreditation and devote all necessary time to the performance of their duties in this regard.

7. TERM AND TERMINATION OF ACCREDITATION

7.1 The Accreditation shall expire after five (5) Contract Years from the date of this Agreement but may be withdrawn prior to that in accordance with the provisions of this clause 7, or if the fees specified in clause 8 remain unpaid.

7.2 The Society of Later Life Advisers may withdraw Accreditation by giving the Participant written notice if the Participant commits any breach of its obligations under this Agreement and fails to remedy such breach (if it is remediable) within thirty (30) days of receiving the Society of Later Life Advisers’ notice specifying the breach and the steps needed to remedy the same.

7.3 On termination of Accreditation, the Participant shall:
7.3.1 Return its Certificate to the Society of Later Life Advisers;
7.3.2 Within sixty (60) days remove the Accreditation logos from all its literature, letterheads, brochures, websites and other promotional and information material used in the conduct of its business.

7.4 On termination of Accreditation the Society of Later Life Advisers shall remove the name of the Participant from its online Directory in respect of the Later Life Adviser Accreditation.

7.5 The Society of Later Life Advisers reserves the right to withdraw the provision of the Later Life Adviser Accreditation Scheme in its entirety, or transfer the ownership of the scheme to a third party, at any stage at their absolute discretion on giving Participant three months prior written notice of intent. In the event of such withdrawal or transfer of ownership, no refunds whatsoever of fees paid will be due to Participants.

8. FEES

8.1 All fees duly invoiced to the Participant must be paid within 30 days of the date of the invoice or by the date specified where this is different.

8.2 The Society of Later Life Advisers shall at the commencement of each Contract Year notify the Participant of any changes in the Annual Licence fee.

8.3 If any sum due to the Society of Later Life Advisers is not paid by the due date for payment under this Agreement, interest shall be payable on that sum from the due date until paid at 4% above the Bank of England base rate from time to time calculated daily.

8.4 All amounts stated to be payable by the Participant in respect of Fees shall be exclusive of VAT and any other relevant tax, such VAT or tax will be levied at the prevailing rate(s) due at the time of invoice and payable by the Participant in addition to the Fee where appropriate.

9. INDEMNITY

9.1 The Participant shall fully indemnify and keep indemnified at all times the Society of Later Life Advisers in respect of all losses, damages, costs (including, without limitation, legal costs), expenses and / or liabilities suffered or incurred by the Society of Later Life Advisers and arising directly or indirectly out of the Participant’s provision of the Accredited activities notwithstanding any breach of contract or breach of duty (statutory or otherwise) on the part of the

Society of Later Life Advisers. The Participant shall satisfy the Society of Later Life Advisers when asked from time to time to do so that it has taken every reasonable precaution to avoid any such loss, damage, cost, expense and/or liability.

9.2 The Participant agrees to provide the Society of Later Life Advisers with copies of any relevant Indemnity Insurance Certificates in respect of their ability to Trade or practice as a Financial Adviser where requested to do so.

10. PUBLICITY

The Parties shall not make any false statements or bring the other Party into disrepute in any publicity statements made in relation to the Accreditation or any Schemes

The Later Life Adviser Accreditation (and any subsequent membership to the Society of Later Life Advisers) is awarded to the participant as an individual only. No use of any related logo by the individual or their firm or organisation may in any way imply that accreditation (or membership of the Society) is that of the firm, organisation or wider department therein.

11. GOOD FAITH

The Participant shall at all times act in good faith and in a manner of constructive support and cooperation in its direct and / or indirect dealings with the Society of Later Life Advisers, the FSP and any other persons or organisations in relation to this Accreditation.

12. FINANCIAL STANDING AND REPUTE

The Participant warrants that it is of good financial standing and repute and shall to the best of their ability remain as such throughout the term of this Agreement. The Participant further warrants that they shall maintain sufficient resources to meet their obligations under this Agreement.

13. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

Nothing in this Agreement is intended to confer on any person any right to enforce any term of this Agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.

14. DATA PROTECTION ACT 1998

The Parties agree that they shall collect, use and process any personal data in accordance with the Data Protection Act 1998 and any regulations made pursuant to that Act.

15. NOTICES

15.1 Any notice or other communication given or made under or in connection with any matter contemplated by this Agreement shall be in writing and in respect of the Society of Later Life Advisers notice shall be served by hand or fax or by recorded postal delivery to the address referred to below marked for the attention of the person stated, any or all of which may be changed from time to time by notice similarly served to a Participant by being served to the last known address supplied by them to the Society of Later Life Advisers. The address for notices to the Society of Later Life Advisers is:

For the attention of the Directors of the Society of Later Life Advisers
PO Box 590
Sittingbourne
Kent
ME10 9EW

15.2 Notice given by hand shall be effective immediately. Notice given by recorded postal delivery shall be deemed to become effective after two (2) working days following the date of posting.

16. WAIVER

16.1 No waiver by any Party of any rights arising under this Agreement shall be binding unless expressly agreed by the other in writing.

16.2 Failure by the Society of Later Life Advisers to exercise any of its rights under this Agreement shall not constitute or be deemed a waiver or forfeiture of such rights.

17. ENTIRE AGREEMENT

17.1 This Agreement constitutes the entire agreement of the Parties relating to the Accreditation. It supersedes all previous agreements (whether written, oral or implied) between the Participant and the relating to the subject matter of this Agreement and from the date of this Agreement, no claim shall arise in respect of any superseded agreement.

17.2 The Parties acknowledge that they do not enter into this Agreement in reliance upon any representation, warranty, or other undertaking not fully reflected in the Agreement or other documents referred to in it.

18. VARIATION

This Agreement may be varied or the ownership or administration of the scheme assigned to a third party subject to the Society of Later Life Advisers’ prompt notification of any such amendments to the Participant, such communication to be in writing.

19. SEVERABILITY

 If any part of this Agreement is unenforceable, such unenforceability shall not affect the enforceability of the remainder of this Agreement.

20. APPLICABLE LAW

20.1 This Agreement shall be governed and construed in accordance with the laws of England.

20.2 Each Party hereby submits to the exclusive jurisdiction of the English Courts to settle any disputes which may arise out of or in connection with this Agreement.