TOMII’S CLIENT TERMS OF USE


These terms and conditions are applicable to an individual (“Client”, “you” or “your”) who wishes to access or use the Financial Coaching Services provided by TOMII Limited (“TOMII”, “we”, “us”, “our”) via a Customer. 


These terms and conditions do not cover any additional or alternative services that TOMII may offer or provide.


KEY DEFINITIONS 


Business Day

any day on which banks are open for normal business in England (excluding Saturdays, Sundays, or public holidays);


Client

the individual employee of the Customer using the Financial Coaching Services from time to time;


Coach

an individual providing the Financial Coaching Services on behalf of TOMII from time to time;


Customer

the employer who has purchased the Financial Coaching Services from TOMII and makes it available as a benefit to its employees;


Fees

the fees payable for the Financial Coaching Services;


Financial Coaching Services

the financial coaching services provided by TOMII, as further described in Clause 3;


Financial Coaching Session

a scheduled in-person meeting, web (video) conference or telephone conference between the Coach and the Client at which Financial Coaching Services are provided;


Financial Plan

a tailored budget, spending plans, and tips and debt management strategies developed by the Coach on the basis of information provided by the Client;


Intellectual Property Rights

patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;


Teachable

the cloud-based learning management platform which hosts the relevant TOMII Materials, accessible at www.teachable.com; and


TOMII Materials

all equipment, documents, products, and materials developed by the Supplier or its agents, subcontractors, and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts), tools, financial models, online academy access hosted on Teachable, and any other resources provided (or to which access is provided) by the Supplier.


  1. THESE TERMS
  2. What these terms cover. These terms and conditions together with the documents referred to in them (including our Client Privacy Policy) set out the entire agreement (“Client Terms of Use”) between you and us under which you are permitted to use and access our Financial Coaching Services as the end-user. 
  3. Why you should read them. By accessing or using our Financial Coaching Services, you acknowledge that you accept and agree to be bound by these Client Terms of Use. Please read these terms carefully before you access or use our Financial Coaching Services. These terms tell you who we are, how we will provide the Financial Coaching Services to you, how we may change or end this agreement, what to do if there is a problem and other important information. You should ensure that you read these Client Terms of Use each time you use the Financial Coaching Services as they may change from time to time. If you do not agree to these Client Terms of Use, you are not permitted to use our Financial Coaching Services.
  4. These terms apply whenever you access or use our Financial Coaching Services. You are bound by these Client Terms of Use each time you use our Financial Coaching Services. Some or all of the Financial Coaching Services may be provided by TOMII or a Coach on its behalf. You may access or use our Financial Coaching Services directly via our applications or website. 
  5. Requesting these terms. You are advised to save a copy of these terms in PDF format from time to time. If you would like a copy of these terms, you can request a copy by emailing [email protected] for a downloadable version.
  6. INFORMATION ABOUT US AND HOW TO CONTACT US
  7. Who we are. We are TOMII Limited, a company registered in England and Wales with company registration number 13436363. Our registered office is at Kemp House, 152 - 160 City Road, London EC1V 2NX. We are NOT authorised or regulated by the Financial Conduct Authority (“FCA”). We are NOT authorised to provide any financial or investment advice under the Financial Services and Markets Act 2000.
  8. How to contact us. You can contact us by emailing [email protected]
  9. How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address you provide when you register. 
  10. "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
  11. OUR SERVICES
  12. We provide financial coaching services focusing on personal financial management (“Financial Coaching Services”) to you via your employer. 
  13. The purpose of the Financial Coaching Services is to provide you with information based on your defined short-term and long-term goals. This service includes, but is not limited to, brainstorming techniques, identifying action plans, follow-up procedures to maintain your motivation, educating you on general financial topics, as well as asking and answering questions. 
  14. The Financial Coaching Services are not regulated by the FCA and do not include product-specific financial advice or recommendations. If you require product-specific financial advice or recommendations, you should engage an FCA-regulated Financial Adviser.
  15. Where relevant, the Coach will explain the different general options available and outline the pros and cons of each. The Coach will provide suggestions on spending plans, and provide tips and guidance on a Financial Plan to you, answering questions, helping you plan your finances, give general financial guidance. Every element of the Financial Coaching Services, accessed or provided simultaneously, plays a key role in informing your decisions on how much to save, invest and contribute to your pensions or savings for retirement.
  16. The Financial Coaching Services do not include providing advice or education on legal, tax or accountancy matters. The Coach is not qualified to provide legal, tax or accounting advice or to prepare any legal, tax or accounting documents. You are responsible for referring to any point of law, tax or accountancy that may arise during the course of discussions with the Coach to a solicitor or an accountant (as applicable). 
  17. The Financial Coaching Services also provide you access to TOMII Materials, in particular access to online videos, tools, and resources hosted on Teachable for the duration of the contract between TOMII and the Customer. 
  18. The duration of each Financial Coaching Session will be determined by the Coach as needed to fulfil the objectives of the given Financial Coaching Session, but in any event will not exceed forty-five (45) minutes.
  19. The Coach may contact you in different ways, including via telephone, e-mail, SMS text message, web (video) conference, online survey, or in person. 
  20. Please note that the Financial Coaching Sessions may be recorded for quality, training and monitoring purposes.
  21. ACCESS TO FINANCIAL COACHING SESSIONS
  22. The time and date of the coaching days will be determined by TOMII and the Customer based on a mutually agreed upon time. You will initiate all bookings for the Financial Coaching Sessions through the booking platform provided by TOMII and take responsibility for attending the session at your chosen time.
  23. CANCELLATION OF FINANCIAL COACHING SESSIONS
  24. You acknowledge that, (i) you may terminate or discontinue the Financial Coaching Sessions at any time, (ii) you may only be able to access the Financial Coaching Services infrequently, and (iii) that regular sessions are not guaranteed. 
  25. You agree that it is your responsibility to notify TOMII of cancellations or rescheduling as soon as possible in advance of the scheduled Financial Coaching Session. This is to make sure the Financial Coaching Sessions are as widely available as possible to other Clients.
  26. You agree that it is your responsibility to attend the coaching sessions at the agreed upon time and date. You acknowledge that arriving to a Financial Coaching Session more than 5 minutes late could result in a loss of that session and the Coach may then reopen that session to other Clients after the 5 minute period is up. Furthermore, arriving late to a session does not constitute the session running over the scheduled forty-five (45) minute allotment to make up for the lost time. 
  27. YOUR OBLIGATIONS TO US
  28. By using our Financial Coaching Services, you agree and confirm that:
  29. you will not share your access to our Financial Coaching Services with anyone else; 
  30. you will treat your user identification code, password and any other piece of information provided to you as part of our security procedures and will not disclose such information to any third party;
  31. you will not use our Financial Coaching Services in a way that:
  32. is unlawful, harmful, infringing, or fraudulent, and/or 
  33. facilitates illegal activity;
  34. all the information you have provided to us is accurate and correct and you are the person whose details you have provided;
  35. you are at least 18 years old;
  36. you are authorised to enter into a legally binding contract with us and not prevented from doing so by applicable laws;
  37. you are located in the United Kingdom where our Financial Coaching Services are available;
  38. you will only use our Financial Coaching Services for the purposes envisaged by these Client Terms of Use; and
  39. you will maintain your contact details such as your address, telephone number and email address, accurate and up to date.
  40. You acknowledge and agree that we do not provide any advice as to the suitability or appropriateness of investments or any financial products provided by any third parties. 
  41. You acknowledge and agree that you are not our client for the purposes of the Financial Services and Markets Act 2000 or any rules issued by the FCA and you agree to seek independent advice if you have any queries or concerns about the financial products.
  42. If you suspect any fraud or security risks whilst using our Financial Coaching Services, you must immediately inform us by emailing [email protected]
  43. FEES
  44. The fees for the Financial Coaching Services accessed or used by you are paid by the Customer under the terms of a separate contract between the Customer and TOMII. No additional fees are charged to you unless you have requested services which are out of the scope of the services provided under these terms.
  45. TERMINATION
  46. The duration of this agreement will remain in effect until terminated by either party under this clause 8.
  47. If you breach these terms or if we believe we are required by law to act, we may terminate, suspend or restrict your access to any part of our Financial Coaching Services at any time either with immediate effect or on notice (as determined by us acting reasonably). These responses are not limited, and we may take any other action we reasonably deem appropriate. We may also terminate this agreement for any other reason (or no particular reason) with immediate effect but we will notify you of this where possible.
  48. You have the right to terminate this agreement for any reason at any time with immediate effect by notifying us at [email protected]
  49. Upon termination of this agreement for any reason:
  50. all rights granted to you under these terms will cease; and
  51. you must immediately stop using our Financial Coaching Services.
  52. Any of these terms which are expressly, or by implication, intended to come into or continue in force on or after termination will remain in full force and effect.
  53. Termination will not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the terms which existed at or before the date of termination or expiry.
  54. INTELLECTUAL PROPERTY RIGHTS
  55. Unless specified otherwise in these Client Terms of Use, TOMII is the owner or the licensee of all Intellectual Property Rights in and to TOMII Materials and all content contained within or generated by our Financial Coaching Services, including but not limited to text, images, charts, graphs, and other materials, and specifically including charts, graphs, spreadsheets, and other content generated from your contributions (together, “Content”). 
  56. Except for the limited license granted to you under these Client Terms of Use, we expressly reserve all Intellectual Property Rights in and to our Financial Coaching Services, TOMII Materials and the Content.
  57. Subject to your compliance with these Client Terms of Use, we grant you a personal, limited, non-transferable, non-sublicensable, revocable, worldwide, and non-exclusive licence to our Financial Coaching Services, TOMII Materials solely to the extent necessary to use or benefit from the Financial Coaching Services in accordance with these terms.
  58. You acknowledge that, in respect of any third-party Intellectual Property Rights, their use of any such Intellectual Property Rights is conditional on TOMII obtaining a written licence from the relevant licensor on such terms as will entitle TOMII to license such rights to you.
  59. You retain ownership of all intellectual property rights in and to any information, data, commentary, or other materials which you provide to us. By using our Financial Coaching Services, you grant us a worldwide, non-exclusive, royalty-free, perpetual, sublicensable and transferable licence to use, copy, store, transmit, reproduce, process, modify, publish and prepare derivative works of your contributions for the purposes of providing you (and the Customer, if applicable) with our Financial Coaching Services and for our product development, research and testing purposes.
  60. CONFIDENTIALITY
  61. Any information which is provided by you and is expressly marked to be considered confidential or could reasonably be expected to be regarded as confidential to you, will be treated as confidential and secret and will only be used and disclosed in accordance with these Client Terms of Use, our Privacy Policy and/or to the extent we are required by applicable law to disclose any such information.
  62. You acknowledge that, when using our Financial Coaching Services, you may receive or have access to material which is expressly marked (or provided with a similar designation) to be considered confidential or could reasonably be expected to be regarded as confidential. You will keep such information strictly confidential for an indefinite period and not disclose such information unless:
  63. any use or disclosure of such information is expressly authorised in writing by us or required by applicable law; or
  64. such information is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.
  65. LIABILITY
  66. The Financial Coaching Services are provided without any guarantees, representation or warranties, whether express, implied or statutory, as to their accuracy, functionality and availability. To the extent permitted by law, we hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity. 
  67. We may suspend your access to our Financial Coaching Services temporarily and without notice in the case of system failure, emergency maintenance, emergency upgrades or emergency repairs. We are not liable for any losses you may suffer as a result of this.  
  68. Financial coaching is not an activity that is regulated by the FCA and neither TOMII nor the Coach as an individual is regulated by the FCA. The Coach will not offer any regulated advice or conduct any other regulated activity, such as recommending particular funds to invest in, mortgage or insurance products to purchase or whether or not to transfer a pension. It is your responsibility to ensure that the actions you take as a result of the Financial Coaching Services, are right for you. You will not be covered by the government’s Financial Services Compensation Scheme or by TOMII if you suffer any loss as a result of such actions. 
  69. If you require regulated services, the Coach shall not refer you to any individual or organisation that offers or provides regulated financial advice. It is your responsibility to find the regulated service that is right for you. 
  70. If the Coach determines that you have more complex needs for which the Financial Coaching Services are not suitable, you will be advised not to book any further Financial Coaching Sessions, but to seek appropriate advice.  
  71. Neither TOMII nor the Coach is responsible for any guidance, advice or recommendations given to you by a third-party adviser. If you choose to speak to a third-party adviser, TOMII may require you to agree to additional terms and conditions independent of and separate to any terms or agreement governed by this agreement. 
  72. You are solely responsible for creating and implementing you own Financial Plan resulting from the coaching relationship and interactions with the Coach. As such, you agree that the Coach or TOMII is not and will not be liable or responsible for any action or inaction, or for any direct or indirect results of any Financial Coaching Services provided to you by TOMII or the Coach.
  73. Subject to Clause 11.10:
  74. If we fail to comply with these terms, we are not responsible for any loss or damage you suffer which was not caused by our breach of these Client Terms of Use or which was not foreseeable at the time you accepted these Client Terms of Use.
  75. If our Financial Coaching Services or any part thereof is defective (for example if our software damages your device or other digital content owned by you) and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice, or for you failing have in place reasonable anti-virus software or the minimum system requirements required to use our Services, or any loss arising from your breach of these Client Terms of Use.
  76. Subject to the above, to the extent permitted by applicable law, TOMII’s total aggregate liability to you for all and any damages, losses or causes of action arising, by reason of or in connection with your use of (or inability to use) our Financial Coaching Services, shall be limited to the Fees paid by the Customer to TOMII in respect of the relevant services.
  77. You agree to fully reimburse and compensate us on demand and hold us and our subsidiaries and affiliates, and our and their officers, directors, agents, co-branders or other partners, and employees, harmless from any losses, damages, costs, expenses (including reasonable legal fees), sums agreed to in settlement and other liabilities, arising out of any claim, demand, allegation or proceeding brought by any third party due to or arising out of: 
  78. any fraud or fraudulent misrepresentation you commit;
  79. any breach of applicable law or regulation by you;
  80. any use of your password by a third-party; and
  81. any breach by you of these Client Terms of Use.
  82. This clause 11 does not affect any liability which cannot be excluded or limited under applicable law, including death and personal injury.
  83. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement. 
  84. You shall indemnify TOMII against any costs, liability, damages, loss, expenses, claims or proceedings arising from loss or damage (including that belonging to any third parties appointed by TOMII) caused by any breach of these terms or any other liabilities arising out of the use of the Financial Coaching Services by you. 
  85. This clause 11 shall survive termination of the Contract.
  86. PRIVACY
  87. To provide the Financial Coaching Service properly, TOMII will need to collect your personal information along with information about your financial situation. We process such information about you in accordance with our Client Privacy Policy which is set out under Annex 1. 
  88. Our Client Privacy Policy sets out how we process personal data we collect from you (which may be indirectly, for example when we receive information from the Customer) and how we use cookies. Please read this carefully before using our Financial Coaching Services. By using our Financial Coaching Services, you consent to us processing your personal data and you warrant that all data provided by you is accurate. 
  89. You should also review the data privacy terms of the Customer as we may share data for the purpose of complying with our contractual obligations to provide the Financial Coaching Services. 
  90. SECURITY
  91. If you notice any suspicious activity on your account, you should contact us immediately.
  92. You have complete responsibility for your account and everything that happens on your account, including for any harm or damage (to us or anyone else) caused by someone using your account without your permission. This means you need to be careful with your credentials. 
  93. You may not transfer your account to someone else or use someone else’s account. If you contact us to request access to an account, we will not grant you such access unless you can provide us with the information that we need to prove you are the owner of that account.
  94. If you suspect that someone else is using your credentials to gain access to the Financial Coaching Services, contact us via email at [email protected]
  95. If we suspect fraud or identify security incidents, we shall contact you using the contact telephone number and/or email address provided by you during the registration process.
  96. COMPLAINTS
  97. We know that sometimes things go wrong, and we really value your feedback. Letting us know when you are not happy with our people, products or services provides us with the opportunity to put the situation right as quickly as possible and helps us to improve our service for all our customers.
  98. If you have any questions or complaints about our Financial Coaching Services, please contact us. You can contact us by telephoning our team at +44 7885 729338 or by writing to us at [email protected] 
  99. GENERAL
  100. The English courts will have exclusive jurisdiction over any claim arising from, or related to, our Financial Coaching Services. These Client Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
  101. You agree to indemnify us from any legal claim or demand that arises from your actions, your use (or misuse) of the Financial Coaching Services or your breach of the Client Terms of Use.
  102. This agreement is drafted in the English language. If this agreement is translated to any other language, the English language version shall prevail. 
  103. The Client Terms of Use, including all the other documents referred to in it, make up the terms of the entire agreement and supersede any other agreement between you and us regarding the Financial Coaching Services. If any part of the Client Terms of Use is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Client Terms of Use will otherwise remain in full force and effect. Our failure to enforce any part of the Client Terms of Use is not a waiver of our right to later enforce that or any other part of the Client Terms of Use. 
  104. Except as expressly provided for in the Client Terms of Use, a person who is not a party to the Client Terms of Use shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Terms of Use. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the these terms are not subject to the consent of any other person.
  105. Nothing in this Contract shall be deemed to constitute a partnership between the parties or any other person. 
  106. Each clause of the Client Terms of Use is severable and distinct from the others. If any provision or part-provision of the Client Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 15.7 shall not affect the validity and enforceability of the rest of the Client Terms.
  107. Each party shall at all times comply with all applicable laws and regulations of governmental or other competent authorities from time to time in performing its obligations under this Client Terms.