Terms and Conditions

Standard Terms of Business

1  We ‘Norton Home Loans Limited’ (Norton), hereby set out the terms upon which we will accept business from you (the Broker), acting on behalf of applicants, for our first and second charge mortgage products.

You (the Broker) confirm and agree to the following terms and conditions:

2  DEFINITIONS AND INTERPRETATION

In this Agreement:

2.1  the following expressions shall have the meanings defined below, except where the context otherwise requires:

2.2  "Agreement" means the terms of this agreement and any documents expressly incorporated or referred to herein;

"Applicable Laws" means in relation to a Party, all laws, regulations, codes of practice (including those issued by the issued by the Finance and Leasing Association) and other obligations applying to the activities of a Party under this Agreement including but not limited to FSMA, Data Protection Laws, the Proceeds of Crime Act 2002, the Bribery Act 2010, the Consumer Rights Act 2015, the Consumer Credit Act 1974 and statutory Instruments (including the RAO, Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Distance Marketing Regulations 2004 and the MCD Order) and any relevant regulatory rules or principles (including the FCA Handbook and associated guidance and PRA Rules, those of the ICO, and the Advertising Standards Authority) that from time to time are in force, in so far as they relate to the performance of the various obligations under this Agreement or to the regulation of Us and You;

"Application" means any and all applications submitted by You whether as a Directly Authorised Broker and/or as Principal and/or by Your Appointed Representatives in respect of a Borrower to Us for a Residential Mortgage Advance product;

"Appointed Representative" means as defined in section 39 of FSMA and the FCA Handbook;

"Borrower" means a borrower or prospective borrower of a Residential Mortgage Advance;

"Business Day" means any day (except Saturday and Sunday) on which banks are open for business in the City of London excluding public holidays;

"Complaint" shall be defined in accordance with the provisions of the FCA Handbook glossary and subject to the application of the DISP section of the FCA Handbook in respect of any Residential Mortgage Advance or any Application made pursuant to this Agreement whether made against Us, You or any third party;

"Confidential Information" means all information of a confidential or proprietary nature (including information imparted orally) relating to the business of either Party, including, without limitation, the terms of this Agreement and any associated pricing;

"Confidential Information" means all laws, decisions and guidance relating to the processing of Personal Data and privacy, including the DPA, GDPR and the Privacy and Electronic Communications (EC Directive) Regulations 2003 as amended from time to time; and references to "Controller", "Processor", "Data Subject", "Personal Data", "Personal Data Breach" "Process" and "Processing" shall have the meanings set out in, and will be interpreted in accordance with, the Data Protection Laws;

"Directly Authorised Broker" means a mortgage broker directly authorised by the FCA under part IV of the FSMA to arrange mortgages and provide mortgage advice;

"DPA" means the Data Protection Act 2018 as amended, extended, replaced or re-enacted from time to time;

"Effective Date" means the date of this Agreement;

"ESIS" has the definition given to it under MCOB;

"FCA" means the Financial Conduct Authority or any successor body or bodies;

"FCA" means authorisation pursuant to part IV of FSMA;

"FCA Handbook" means the handbook of rules and guidance provided by the FCA on its website: www.fca.org.uk;

"Force Majeure" means in relation to either Party, any circumstances beyond the reasonable control of that Party (including, without limitation, war or threat of war, pandemic, epidemic, sabotage, civil disturbance, acts of any governmental or supra-national authority and currency restrictions);

"FSMA" means the Financial Services and Markets Act 2000;

"GDPR" means the General Data Protection Regulation (EU) 2016/679 as transposed into UK law pursuant to the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 and as amended, extended, replaced or re-enacted from time to time;

"Group" means in relation to any party, that party, its holding companies and their subsidiaries (where holding company and subsidiary shall have the meanings given in section 1159 of the Companies Act 2006 as amended) from time to time including without limitation any regional brands of any party and "Group Company" in relation to a party shall mean any company or regional brand within that party’s Group;

"ICO" means the Information Commissioner’s Office or any successor body or bodies;

"MCD Order" means the Mortgage Credit Directive Order 2015;

"MCOB" means Mortgages and Home Finance: Conduct of Business Sourcebook in the FCA Handbook;

"Month" means calendar month;

"Network" means a company or organisation which operates as a principal of a network of mortgage brokerages or other authorised persons as that term is defined in the FCA Handbook glossary whereby the company or organisation is directly authorised by the FCA, each of the mortgage brokerages are Appointed Representatives of the company or organisation and the company or organisation is responsible for the regulatory authorisations and regulatory compliance of its Appointed Representatives;

"Our Websites" means Our internet sites including URL nortonhomeloans.co.uk or any additional or alternative URLs as may be determined from time to time by Us and notified to You;

"PRA" means the Prudential Regulation Authority or any successor body or bodies;

"PRA Rules" means the rules contained in the handbook provided by the PRA on its website: www.prarulebook.co.uk/;

"Principal" means a company or organisation which operates as a principal of mortgage brokerages or other authorised persons whereby the company or organisation is directly authorised by the FCA, each of the mortgage brokerages are Appointed Representatives of the company or organisation and the company or organisation is responsible for the regulatory authorisations and regulatory compliance of its Appointed Representatives, but the principal is not operating as a Network;

"Promotional Material" means any advertising material including financial promotions pursuant to section 21 of FSMA, issued by any party in respect of the Residential Mortgage Advances and/or otherwise relating to Our Regulated Business;

"Regulated Business" means any activities that fall within the scope of FSMA and are authorised and regulated by the FCA and/or the PRA;

"Regulatory Body" means the FCA, the PRA, the ICO, trading standards authority and any other governmental, statutory or regulatory body of competent jurisdiction which regulates, supervises or monitors the conduct, practices and/or acts of the Parties to this Agreement;

"RAO" means the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001;

"Related Parties" means in respect of a person their respective officers, employees, agents, approved sub-contractors and any other persons who perform services for or on behalf of that person in connection with this Agreement (each a "Related Party");

"Residential Mortgage Advances" means first and second charge mortgage advances (being the amount calculated at completion of the mortgage, irrespective of any mortgage retention) by Us secured against residential property which constitute Regulated Business. For the avoidance of doubt further advances thereafter are not "Residential Mortgage Advances" for the purposes of this Agreement;

"VAT" means value added tax and other applicable sales tax or any tax replacing the same or any similar tax imposed in any foreign jurisdiction; and

"Vulnerable Customer" means a Borrower who is especially susceptible to harm, as a result of their personal or financial circumstances, particularly when a firm is not acting with appropriate levels of care.

2.3  words and expressions that are defined in a Schedule or Appendix to this Agreement will have the same meaning when used in the rest of this Agreement unless the context otherwise requires;

2.4  references to the background section, clauses, Schedules and Appendices are to the background section and clauses of any Schedules and Appendices to this Agreement and references to paragraphs are to paragraphs of the relevant Schedule or Appendix;

2.5  the background section, Schedules and Appendices form part of this Agreement and will have the same force and effect as if set out in the body of this Agreement and any reference to this Agreement will include the background section, Schedules and Appendices;

2.6  all headings are for ease of reference only and will not affect the construction or interpretation of this Agreement;

2.7  unless the context otherwise requires:

1. references to the singular include the plural and vice versa and references to any gender include every gender;
2. references to a "person" include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality); and
3. references to a "Party" or to the "Parties" will mean Us and/or You as the context requires and will include a reference to Our or Your successors and references to a third party will mean any person other than the Parties;

2.8  references to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time;

2.9  any words following the words "include", "includes", "including", "in particular" or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them;

2.10  the meaning of general words introduced by the word "other" or a similar word or expression will not be restricted by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;

2.11  references to this Agreement are references to this Agreement as varied from time to time in accordance with its terms and as assigned (in accordance with clause 15.13) or novated from time to time;

2.12  to the extent only of any conflict or inconsistency between the clauses, Schedules and Appendices and any other documents expressly incorporated into this Agreement, the order of precedence will be as follows (with those mentioned first taking precedence over those mentioned later):

1. the clauses;
2. the Schedules; and

2.13  an obligation on a Party to procure or ensure the performance or standing of another person will be construed as a primary obligation of that Party.

3  APPOINTMENT

3.1  We appoint You and You agree to perform Your obligations under this Agreement and Applicable Laws, to comply with all reasonable instructions that We may issue to You from time to time, and that You will immediately notify Us if You become aware that You have not so complied.

3.2  If You are acting as a Principal or a Network for the purposes of this Agreement, then You agree to procure that Your Appointed Representatives will at all times undertake all activities in accordance with the terms of this Agreement and Applicable Laws, will comply with all reasonable instructions that We may issue from time to time and that You will impose upon them contractual obligations equivalent to those imposed on You under this Agreement and You will immediately notify Us if You become aware that any of Your Appointed Representatives has not so complied.

3.3  Your appointment is non-exclusive and shall in no way during the term of this Agreement restrict or preclude You dealing with other lenders or packagers of mortgage products or Us dealing with any other mortgage intermediaries.

3.4  If You are acting as a Principal or a Network for the purposes of this Agreement, then You must provide Us with details of all Your Appointed Representatives and must notify Us in writing of any changes to such details including if one of Your Appointed Representatives changes its name or address or ceases to be Your Appointed Representative.

3.5  You and (where relevant) Your Appointed Representatives acknowledge that each Application, and if the Application completes, the agreement in respect of the Residential Mortgage Advance shall belong legally and beneficially to Us, and accordingly We may transfer or otherwise deal with Our interest in that Application or agreement for a Residential Mortgage Advance (including the offering of further products and services to the Borrower) without being required to obtain Your or (if relevant) any of Your Appointed Representatives’ consent or that of any other person.

4  YOUR OBLIGATIONS

4.1  You agree to act honestly and professionally and to use all due skill, care and attention in performing Your obligations contained or referred to in this Agreement. You shall at all times act in good faith and not do anything which may bring Our business into disrepute or have a detrimental effect on Our business. Specifically, when performing Your obligations under this Agreement You agree that at all times You will:

4.1.1  adhere to the FCA Principles for Business including Principle 12, (the "Consumer Duty") obligation to act to deliver good outcomes for retail customers;

4.1.2  comply with the cross-cutting rules by acting in good faith in Your dealings with such customers and taking all reasonable steps to (i) avoid causing foreseeable harm to customers and (ii) enable and support customers to pursue their financial objectives;

4.1.3  act to deliver the four FCA retail customer outcomes set out at PRIN 2.A 3-6 of the FCA Handbook;

4.1.4  ensure that You comply in all respects with the requirements of SUP 12 of the FCA Handbook; and

4.1.5  if You are acting as a Principal or a Network for the purposes of this Agreement, ensure that any of Your Appointed Representatives comply in all respects with the requirements of SUP 12 of the FCA Handbook, that You conduct all due diligence both before granting Appointed Representative status to any party and during the appointment, as required by SUP 12, that there is an agreement in place between You and each of Your Appointed Representatives which is fully detailed and compliant with all Applicable Laws and embodies the procurement obligation imposed upon You pursuant to clause 2.2 of this Agreement, and that You conduct all compliance checks and receive all necessary information as required to ensure the ongoing compliance of Your Appointed Representatives.

4.2  You shall ensure that You and (if relevant) Your Appointed Representatives shall introduce mortgage business to Us by electronic means including by the intermediary portal, our website or by email in accordance with Our current procedure notes, underwriting criteria and any other documents We provide to You from time to time. You shall, and (if relevant) You shall procure that Your Appointed Representatives shall:

1. disclose to the Borrower the nature and amount of the commission payment to be made by Us on completion of a Residential Mortgage Advance in the ESIS, and obtain the Borrower's consent to that payment;
2. not offer to Borrowers making an Application under this Agreement any credit protection insurance on the understanding that We will finance the insurance premium. This does not prevent You from offering alternative creditor insurance from other suppliers to Borrowers who obtain a Residential Mortgage Advance from Us;
3. not introduce any business to Us, or cease introducing business to Us if such introduction would be prohibited by, or contrary to any Applicable Laws, including but not limited to SUP 12 of the FCA Handbook;
4. ensure that each Borrower is aware that any fee paid by such Borrower to You (or Your Appointed Representatives as applicable), other than our lender fees (if applicable), is not for the benefit of or at the request of Us and the Borrower is made aware in advance of the nature and amount of all fees;
5. ensure that any fees paid by the Borrower to You or (if applicable) Your Appointed Representatives on Your or their own account in relation to the Application are proportionate and reasonable, reflect fair value to the Borrower in accordance with the Consumer Duty retail customer outcomes (as per clause 3.1.3) and are disclosed in the documentation provided to the Borrower;
6. ensure that all Promotional Material issued by You or on Your behalf and any additional literature, marketing and advertising documentation and/or any other information provided to Borrowers:
   1. is accurate and compliant with Applicable Laws including the customer understanding requirement under the Consumer Duty retail customer outcomes (as per clause 3.1.3);
   2. does not intentionally or recklessly mislead Borrowers or potential Borrowers in any way;
   3. if under Your control is destroyed by You, either on Our request and/or in the event if You are supplied by Us with revised literature and/or any information, Promotional Material, marketing and advertising documentation and/or any other literature which supersedes and replaces that which is under Your control;
7. not indicate or imply to any person that You or (if applicable) Your Appointed Representatives are an agent or partner of Us nor that You or Your Appointed Representatives can bind Us in any way (and You expressly acknowledge and agree that neither You nor Your Appointed Representatives are so authorised or permitted by Us to act in such a capacity);
8. comply with, at all times, all of Our mandatory processes, policies and criteria that We issue to You from time to time (whether directly or by general updates via Our Websites and/or the intermediary portal] (as the same may be amended from time to time);
9. always obtain Our written consent before using Our name or logo in any Promotional Material or other literature and/or information disseminated by You;
10. comply with the requirements of the Data Protection Laws in respect of all Personal Data acquired and Processed by You in relation to activities You undertake pursuant to this Agreement;
11. complete and submit each Application in accordance with the terms of this Agreement;
12. ensure that where required under GDPR You obtain and retain a record of the appropriate explicit consents obtained from each Borrower before completing and submitting an Application;
13. ensure that each Borrower has given their informed consent to any credit check being completed by Us against the Borrower’s name which leaves a ‘footprint’ against the Borrower’s name as part of an Application;
14. provide all such co-operation, support and assistance as We may reasonably require in order to discharge Our obligations under Applicable Laws, when dealing with any Complaints or queries from a Borrower or other third party in connection with any Application, and/or in the conduct of any query, investigation, action or proceedings that may be brought by a Regulatory Body;
15. cooperate with Us and provide any information required in respect of Your activities undertaken in accordance with the terms of this Agreement to assist both You and Us in complying with SUP 12 of the FCA Handbook and Principle 12 of the FCA Principles for Business, the Consumer Duty, including taking of suitable and sufficient steps by the Parties to ensure that:
    1. the target market for the Residential Mortgage Advances and any other products which may be distributed under future revisions to this Agreement is defined; and
    2. that the needs, characteristics and objectives of such appropriate distribution strategies are put in place for the Residential Mortgage Advances which are appropriate for the target market and that these are reviewed at least annually and more frequently if required;
16. pass on immediately and without any amendment any documentation which is supplied by Us to You for delivery to a Borrower;
17. comply with all reasonable instructions given to You by Us in connection with any activities You and (if applicable) Your Appointed Representatives perform under this Agreement, provide Us promptly with any information We may reasonably request and not, without Our prior written approval make any statement, warranty or representation to a Borrower or any other person relating to Us or the Residential Mortgage Advances (and You expressly acknowledge and agree that neither You nor any of Your Appointed Representatives (if relevant) are authorised or permitted by Us to provide any such statement, warranty or representation);
18. ensure that where advice is given in respect of Regulated Business it shall comply with the requirements of the FCA Handbook and that all Your and (if applicable) Your Appointed Representatives’ staff or agents engaged in the giving of such advice will be appropriately trained and qualified. We do not guarantee that Our products will be suitable for any Borrower;
19. ensure that, should You or (if relevant) any of Your Appointed Representatives identify any person as a Vulnerable Customer, You or they will notify Us of this as soon as reasonably practicable and (to the extent permitted by Data Protection Laws) provide to Us in writing by appropriate means an explanation of the nature of the Borrower’s vulnerability and their communication needs; and
20. ensure that due consideration is given to a Borrower’s circumstances and their status as a Vulnerable Customer in accordance with the FCA Handbook and any other guidance issued by the FCA from time to time when You or (if relevant) Your Appointed Representatives give advice in respect of any Application.

• 4.3 You warrant and represent that:

  1. You and (if You are acting as a Principal or a Network for the purposes of this Agreement) Your Appointed Representatives, hold all relevant legal, regulatory and other authorisations (including FCA Authorisation) necessary for carrying out Your obligations under this Agreement and shall provide copies of the same to Us upon request;
  2. You are authorised to enter into this Agreement and have taken all necessary steps required to enter into this Agreement and that this Agreement shall constitute valid, binding and enforceable obligations on Your part and shall not breach any Applicable Laws;
  3. You shall, and shall ensure that (if relevant) Your Appointed Representatives shall, conduct Your, and their, business in accordance with the requirements of all Applicable Laws, standards, codes of practice, industry standards, industry guidelines, and any other relevant legal requirements, acting dutifully and in good faith, and ensuring that no act or omission is carried out which may cause any Party to be in breach of any requirements or rule or obligation imposed on it by Applicable Laws, or that would result in undue risk of harm to consumers or market integrity;
  4. all the information supplied and any representation made by You or on Your behalf to Us shall be true, accurate, up to date and complete in all respects and You shall promptly notify Us in writing of any change to such information or representation and otherwise keep Us up to date in respect of all matters of which We would reasonably expect notice;
  5. You shall ensure the suitability, competence and capabilities of all persons (including, if relevant, those of Your Appointed Representatives) engaged in conducting business anticipated by this Agreement and that they have appropriate experience, knowledge, skill and training in relation to the activities and business carried out, or to be carried out, and the necessary time to properly perform the tasks and functions for which they are, or will be, responsible and You shall provide Us on demand with copy training records, certification and other relevant documentation to evidence compliance with this clause 3.4 e).

4.4  You agree to inform Us immediately in the event that:

• 1. Your (or if relevant any of Your Appointed Representatives’) FCA Authorisation or any of Your (or their) authorisations, registrations or permissions needed to conduct all or part of Your (or their) business lawfully are not current or are believed to be in jeopardy or there is any change in Your (or their) registration status with the FCA or any other Regulatory Body, including the revocation, suspension, expiry, change or transfer of any authorisation, permission or licence or any threat of the same, You receive any communication from a Regulatory Body indicating that it has potential concerns about Your (or Your Appointed Representatives’) business practices including requesting information, supervisory intervention, the invocation or threatened invocation by any Regulatory Body of any enforcement powers including the commissioning of a report under section 166 of FSMA in relation to You (or them) or service of a warning and/or final notice, You (or they) cease to be FCA authorised or an Appointed Representative or You are given notice that You (or they) are to cease being FCA authorised or being an Appointed Representative or that Your (or their) authorisation or appointment is at risk;
  2. You (or if relevant any of Your Appointed Representatives) commit a material breach of any Applicable Laws, or the terms of this Agreement;
  3. You become aware that any of the information You (or if relevant any of Your Appointed Representatives) have supplied to Us or any Borrower is incorrect, misleading or has changed since the point at which it was submitted;
  4. You (or if relevant any of Your Appointed Representatives) receive any kind of payment, remuneration, commission, benefit or payment equivalent from any Borrower, the nature of which has not been disclosed to Us previously;
  5. You become aware of any matter which may materially affect Your (or if relevant Your Appointed Representatives’) ability, capacity, flexibility or resources to undertake any activities under this Agreement in accordance with its terms which shall include Applicable Laws;

(each of the above events a)-e) inclusive being a "Compliance Event").

4.5  You shall, and if relevant shall procure that Your Appointed Representatives shall, maintain professional indemnity and third party insurance sufficient to cover Your obligations under this Agreement with a reputable insurer at the minimum level of cover required by Applicable Laws, including the FCA Handbook, for the term of this Agreement and for a period of not less than six (6) years from the date of termination or expiry of this Agreement. You are responsible for payment of any amounts falling due to Us, Borrowers or third parties in relation to Your activities under this Agreement which are not covered by insurance. On Our request, You agree to provide Us with a copy of the insurance certificate and policy schedule in respect of any insurance required under this Agreement and the receipt(s) for the last premiums paid. You shall notify Us of any claim You or Your Appointed Representatives (if applicable) make under Your or their insurance policy(ies) which relate to activities conducted under this Agreement and update Us as to the progress of such claims.

4.6  Should We provide written evidence that We have made any payment to You or any agent acting on Your behalf in error or paid to You on trust, or any sums are owed by You to Us in accordance with the terms of this Agreement, You shall (immediately upon demand) repay such sums to Us (and We shall be entitled to set off any such sums against any debt owed to You by Us whether in connection with Applications submitted under this Agreement or any other agreement between You and Us).

5  OUR RIGHTS AND OBLIGATIONS

5.1  Providing You comply with the terms of this Agreement, We agree that in return for each completed Residential Mortgage Advance introduced to Us by You, We will pay You the fees as set out in the current commission arrangements. No other fees for each completed Residential Mortgage Advance introduced to Us by You, including without limitation administration fees, are payable, other than as set out in the current commission arrangements. We reserve the right to vary the fees or other remuneration and frequency of payment in relation to this Agreement at any time on notice in writing to You. The applicable fee, other remuneration and frequency of payment due to You under each completed Residential Mortgage Advance introduced to Us by You shall be that which is set out in the current commission arrangements as at the date that the Application for that relevant Residential Mortgage Advance is received by Us.

5.2  We reserve the right to suspend payment of fees:

1. in the event that You enter into a voluntary arrangement, have bankruptcy or liquidation proceedings instituted against You, have a receiver appointed over Your assets or have been suspected, charged with or convicted of any offence involving fraud or dishonesty until such time as We receive valid instructions as to where such fees should be sent; and
2. if at any time You or (if relevant) any of Your Appointed Representatives do not hold the appropriate licences or authorisations and furthermore, We may require You or Your Appointed Representatives to cease trading activities in respect of Residential Mortgage Advance products for which a licence or authorisation is required.

5.3  We shall provide statements, in Our standard form, to You detailing the amount of fees payable.

5.4  We shall be entitled in Our absolute discretion at any time to amend and/or notify You of any rate, product and/or underwriting change which You shall take notice of and comply with as instructed.

5.5  We shall be solely entitled to make or refuse to make an offer of a Residential Mortgage Advance without specifying reasons and may vary any offer of a Residential Mortgage Advance at any time, or impose such terms and conditions as We consider appropriate, or request You or (if relevant) Your Appointed Representatives provide further information in respect of any Application provided We do so in compliance with Applicable Laws.

5.6  Where We decline an Application, We shall have no obligation to You or any of Your Appointed Representatives in respect of such Application.

5.7  Where a Residential Mortgage Advance is, or we reasonably suspect has been, obtained by fraud, We shall have no obligation to pay any fee to You or any of Your Appointed Representatives in respect of such advance and (where a fee has already been paid) shall be entitled to reclaim that fee from You and/or any Appointed Representative.

6

6.1  We shall:

1. comply with (i) FSMA, (ii) the FCA Handbook; and (iii) any guidance and/or codes of practice issued by the FCA;
2. co-operate fully with You in the investigation of any suspected fraudulent activity; and
3. co-operate with You in ensuring that all relevant statutory and/or regulatory requirements regarding documentation, records or systems of security are complied with.

7  DATA PROTECTION

7.1  To the extent that the activities undertaken by You, Your Appointed Representatives (if relevant) and Related Parties require the collection by Us of their Personal Data, We will Process such Personal Data for the purposes of identifying You, Your Appointed Representatives and Your or their Related Parties, fulfilling instructions received, for communication purposes, for the purpose of performing Our obligations and enjoying Our rights under this Agreement, for Our legitimate interests and in order to comply with Our legal and regulatory responsibilities under Applicable Laws. Please see Our privacy notice which can be obtained at nortonhomeloans.co.uk.

7.2  You and We acknowledge that Applications will contain the Personal Data of the Borrower and may also contain the Personal Data of third parties.

7.3  In respect of Personal Data Processed by Us, by You or (if relevant) by Your Appointed Representatives pursuant to activities undertaken in accordance with this Agreement, we are each a Controller. You warrant to Us that You and each of Your Appointed Representatives are registered as a Controller with the ICO.

7.4  By submitting an Application, You confirm on behalf of You and (if relevant) Your Appointed Representatives that the consent of the Borrower (and the consent of all third parties whose Personal Data is included within the Application) has been obtained to disclose their Personal Data to Us and for Us to Process their Personal Data for the purpose of processing the Application, including making enquiries of credit reference and fraud prevention agencies and for insurance purposes.

7.5  It is not anticipated that either Party shall act as Data Processor for the other Party acting as Data Controller in respect of any Personal Data Processed under this Agreement. To the extent that this position may change in future, the Parties agree to enter into a separate Data Processing agreement in compliance with the provisions of article 28 of the GDPR before any such Data Processing activity commences.

7.6  You will not and (if relevant) will procure that Your Appointed Representatives will not submit any Application unless and until, acting as Controller, You and/or they have provided the Borrower with a comprehensive privacy notice which complies with Data Protection Laws and informs the Borrower that their data will be passed to third party mortgage providers to ensure that We may lawfully use their Personal Data.

7.7  You agree to make the Borrower aware of Our privacy notice, which can be obtained at nortonhomeloans.co.uk before passing their Personal Data to Us.

7.8  You warrant and undertake to Us on behalf of You and (if relevant) Your Appointed Representatives that:

7.8.1  You shall comply with the Data Protection Laws in respect of all Personal Data You acquire and Process in accordance with the terms of this Agreement;

7.8.2  You own the title to all Borrower Personal Data to be provided to Us in connection with or for the purposes of this Agreement and that providing such data to Us is not an infringement of any third party rights;

7.8.3  You shall maintain systems and controls in place to retain and regularly monitor and update Your records of Processing as regards the nature, extent, context and relevant dates including applicable Internet Protocol addresses and/or time/date stamps, source, the relevant version of Your privacy policy and/or terms and conditions and all relevant contemporaneous disclaimers in this regard;

7.8.4  You have not received any notice of any claims or complaints by Data Subjects in relation to Your use of their Personal Data; and

7.8.5  You have not received any notice that the ICO or any other Regulatory Body considers that You have or may have infringed any provision of the Data Protection Laws.

7.9  You shall ensure that all Personal Data (including any special category Personal Data) collected and stored by You in relation to Your obligations under this Agreement is kept secure and shall deploy adequate and appropriate security practices and systems to prevent, and take prompt and proper remedial action against, any unauthorised access, copying, modification, storage, reproduction, display or distribution of such data.

7.10  If either Party becomes aware of any actual or suspected misuse of any Personal Data Processed in accordance with the terms of this Agreement, or any actual or suspected Personal Data Breach relating to Personal Data Processed pursuant to this Agreement, the Parties shall promptly notify and fully co-operate with each other to remedy the issue as soon as reasonably practicable.

7.11  The Parties agree to cooperate in assisting each other in complying with their respective obligations under Data Protection Laws in relation to Personal Data Processed by each in accordance with the terms of this Agreement.

8  COMPLIANCE AND OVERSIGHT

8.1  You shall and (if relevant) shall use reasonable endeavours to ensure that each of Your Appointed Representatives shall deal in an open and co-operative way with Us, the PRA, FCA and any other Regulatory Body and in relation to reasonable requests or directions by Us to ensure that You and Your Appointed Representatives are in full compliance with the provisions of this Agreement and Applicable Laws.

8.2  Upon the occurrence of a Compliance Event as defined under clause 3.5 above, immediately upon notice in writing from Us, You shall:

8.2.1  commit and deploy all such additional resources as are necessary to resolve the Compliance Event and prevent it occurring again;

8.2.2  conduct an investigation and provide Your findings to Us; grant Us immediate access to Your files and records and (if relevant) the files and records of Your Appointed Representative to the extent they relate to the Compliance Event; and

8.2.3  take such action and give such information and assistance as We may request, including without limitation mitigating any loss and (if relevant) terminating Your agreement with Your Appointed Representative, issuing proceedings against an Appointed Representative, assigning all of Your rights, title and interest to any claim which You may have against Your Appointed Representative and/or allowing Us to take sole conduct of such claim and You shall make no agreement, settlement or compromise with Your Appointed Representative in respect of a Compliance Event without Our prior written agreement.

8.3  In the event of a Compliance Event, without prejudice to Our other rights, and as an alternative to terminating this Agreement pursuant to clause 12, We may, until such time as in Our reasonable opinion the Compliance Event has been satisfactorily resolved and You are capable of performing the activities, require You or (if relevant) Your Appointed Representative to cease to conduct any activities under this Agreement, in part or in full (including the suspension, withdrawal or amendment of any relevant Promotional Material, other communications to Borrowers, or other relevant documentation).

8.4  We shall perform a variety of industry standard/good practice monitoring checks at Our discretion in respect of You and (if relevant) Your Appointed Representatives to ensure compliance with the terms of this Agreement and Applicable Laws and You shall, and shall procure that Your Appointed Representatives shall, provide any information We may reasonably request for these purposes acting in good faith at all times.

8.5  We may, subject to the prior written agreement of the Parties, increase the extent to which We monitor (both on-site and remotely) Your compliance with Your obligations under this Agreement, or (if relevant) require You to increase the extent to which You monitor the conduct of Your Appointed Representatives in respect of this Agreement, provided that You shall not unreasonably withhold or delay consent to any increase proposed by Us where such increase is necessary for compliance with any Applicable Laws, and You and Your Appointed Representatives will bear the increased costs which You or they incur in implementing measures necessary for the implementation of, or complying with, such additional requirements.

9  RECORD KEEPING AND OUR RIGHT TO AUDIT

9.1   You shall and (if relevant) shall procure that Your Appointed Representatives keep accurate, up to date and comprehensive records in accordance with the requirements of Applicable Laws including the FCA Handbook relating to the performance of Your and their activities pursuant to this Agreement and any Complaints received and provide copies to Us at Your own cost on request.

9.2  We, Our auditors, Our advisors, Our funders and any Regulatory Body (each an "Auditing Body") shall have the right at any time, upon giving not less than five (5) Business Days’ advance notice to You (or, if shorter, the longest period of notice permitted under Applicable Laws), at such frequencies as We deem to be appropriate for compliance with Applicable Laws to examine all files and records in Your possession or control or (if relevant) in the possession or control of Your Appointed Representatives relating to this Agreement or to interview You or Your staff or the staff of Your Appointed Representatives involved in connection with submitting Applications to Us and discharging Your obligations under this Agreement, either by entering Your premises or the premises of Your Appointed Representatives to access all such documentation and/or by Us or Our auditors requesting information and/or documentation from You or Your Appointed Representatives, subject always to Our ensuring that such Auditing Bodies (other than any Regulatory Body) agrees to be bound by terms of confidentiality at least equivalent to those found in this Agreement and provided always that We and Our Auditing Body shall not be entitled to have access to any records or systems containing information relating to any of Your other clients or those of Your Appointed Representatives. If You are acting as a Principal or a Network for the purposes of this Agreement, then in accordance with clause 2.2, You shall procure that Your Appointed Representatives are contractually obliged to comply with the provisions of this clause 7. You shall comply and co-operate with all reasonable requests from Us for information and/or documentation. This clause shall survive the expiry or termination of this Agreement.

9.3  If We reasonably believe that You or (if relevant) any of Your Appointed Representatives are acting in breach of Applicable Laws or the terms of this Agreement, We shall be entitled to exercise Our rights under clause 7.2 immediately without notice.

10  INTELLECTUAL PROPERTY AND IT

10.1  All intellectual property rights in the logos, trademarks and any material supplied to You or (if relevant) Your Appointed Representatives by Us and/or comprised in Our Websites, shall belong to Us (and Our third party licensors) at all times. Other than by using the literature and information supplied by Us for its purpose in accordance with this Agreement, You shall not and You shall ensure that each member of Your Group shall not and (if relevant) You shall use reasonable endeavours to ensure that each of Your Appointed Representatives shall not publish, circulate, issue or release any advertisement or literature relating to Our business or make use of Our name or logo or that of any of Our Group without previous written authorisation from Us.

10.2  All intellectual property rights in the logos, trademarks and any material supplied by You or (if relevant) Your Appointed Representatives to Us in accordance with this Agreement belong to You or them as applicable at all times. Other than by using the literature and information supplied by You for its purpose in accordance with this Agreement, We shall not and shall ensure that each member of Our Group shall not publish, circulate, issue or release any advertisement or literature relating to Your business or make use of Your name or logo or that of any of Your Group without previous written authorisation from You.

10.3  We will ensure and You will ensure that Your computer systems and (if relevant) You will procure that Your Appointed Representatives’ computer systems:

1. are regularly tested using commercially available anti-virus software for all known viruses, trojans, worms or other software, routine or hardware components designed to permit either automatically or through externally applied controls, unauthorised access or use to disable, erase or otherwise harm software, hardware or data; and
2. will not cause any intentional errors, intentional security holes or malicious code to be introduced into any of Our computer systems or systems processing Our data.

10.4  We shall and You shall and (if relevant) You shall procure that each of Your Appointed Representatives shall:

1. have in place procedures to manage network threats, vulnerability and risks to ensure You and (if relevant) Your Appointed Representatives and We can continue to do business securely with each other;
2. not use any hardware or software that is either no longer supported by its manufacturer or licensor or whose support shall end in twelve Months or less, unless otherwise agreed in writing by Us;
3. when implementing any hardware or software ensure that it is securely configured and vulnerability-free;
4. adopt the best available security practices and systems applicable to prevent, and take prompt and proper remedial action against, any unauthorised access, copying, modification, storage, reproduction, display or distribution of information processed in accordance with the term of this Agreement; and
5. have in place and adhere to an industry standard patching upgrade policy and ensure that all vendor supplied security updates (patches) are applied.

10.5  If either Party becomes aware of any misuse of data or security issue which could adversely affect either or both Parties, the Parties shall promptly notify and fully co-operate with each other to remedy the issue as soon as reasonably practicable.

10.6  This clause 8 shall survive the expiry or termination of this Agreement.

11  INDEMNITY AND LIABILITY

11.1  You shall indemnify Us and keep Us indemnified (on demand) from and against all losses, liabilities, damages, costs, penalties and/or expenses (including reasonable legal expenses and the full cost of Our administrative time) incurred by Us, and/or any claims made against Us by a third party, as a result of or in connection with Your breach of Your obligations under this Agreement or as a result of Your or (if You are acting as a Principal or a Network for the purposes of this Agreement) any of Your Appointed Representatives’ breach of Applicable Laws, provided that any liability under this clause 9.1 shall be limited in accordance with clause 9.3 and nothing in this clause shall restrict or limit Our general obligation at law to mitigate a loss We may suffer or incur as a result of an event that may give rise to a claim under this indemnity. The indemnity at this clause 9.1 shall not cover Us to the extent that a claim under the indemnity results from Our negligence or wilful misconduct. If any payment due to Us under this clause 9.1 is subject to tax (whether by direct assessment or withholding at its source) We shall be entitled to receive from You such amounts as shall ensure that the net receipt, after tax, in respect of the payment is the same as it would have been were the payment not subject to tax. This clause shall survive the expiry or termination of this Agreement.

11.2  Nothing in this Agreement will operate to exclude or restrict one Party’s liability to the other:

1. for death or personal injury resulting from its negligence;
2. for fraud or fraudulent misrepresentation; or
3. for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.

11.3  Subject to clause 9.2, neither Party shall be liable to the other for loss of profits, loss of goodwill, loss of business opportunity nor any indirect or consequential losses.

11.4  Subject to clause 9.2, Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total fees paid by Us to You in the 6 Months prior to the date of the claim to which the liability arises.

12  COMPLAINTS

12.1  You shall and (if relevant) shall procure that Your Appointed Representatives shall, upon becoming aware of a Complaint, immediately notify Us of the same (to the extent that We are not already aware of that Complaint) and thereafter will:

12.1.1  send an acknowledgement of the Complaint to the complainant within five (5) Business Days of becoming aware of that Complaint;

12.1.2  advise the complainant where applicable of their right to take their Complaint to the Financial Ombudsman Service ("FOS") and provide them with details of how to do so;

12.1.3  use all reasonable efforts to resolve the Complaint within four (4) weeks of becoming aware of that Complaint and, in any event, to provide a final or other response to the Complaint in accordance with DISP 1.6.2 of the FCA Handbook within eight (8) weeks of becoming aware of that Complaint (provided that neither You nor Your Appointed Representatives shall resolve any Complaint which relates to any Residential Mortgage Advance or activities undertaken by Us, without Our prior written consent);

12.1.4  at regular intervals, and at any time upon request, whilst the Complaint remains outstanding, update Us regarding the action taken by You or (if relevant) Your Appointed Representative to resolve that Complaint, and the current status of the Complaint;

12.1.5  preserve all documentary evidence relating to the Complaint and make and keep on file contemporaneous notes of any conversations held with the relevant complainant and/or any relevant third party in respect of the Complaint;

12.1.6  provide Us with all such information in respect of the Complaint as We may reasonably request; and

12.1.7  in the event that You or (if relevant) Your Appointed Representative resolve the Complaint, promptly confirm to Us in writing the terms on which the Complaint has been so resolved.

12.2  In the event that a Complaint refers to Us, We reserve the right to require You or (if relevant) Your Appointed Representative to transfer conduct of the Complaint to Us.

12.3  You or (if relevant) Your Appointed Representative must inform the Borrower that all Complaints against Us will be dealt with in accordance with Our internal Complaints procedure, which is available on request.

12.4  At any time upon Our request, You shall and (if relevant) shall procure that Your Appointed Representatives shall within a reasonable period of such request:

12.4.1  Confirm the number and nature of Complaints received within a specified period, providing details of the quantum which have been upheld, rejected and which are still outstanding;

12.4.2  Confirm the number and nature of Complaints which have been referred to FOS within a specified period, providing details of the quantum which have been upheld, rejected and which are still outstanding;

12.4.3  To the extent that any Complaints have been upheld (whether by You, Your Appointed Representative (if relevant), or FOS) provide details of the steps which have been taken or which are proposed to be taken to remediate affected Borrowers; and

12.4.4  Provide Us with all information in respect of the Complaint which We may reasonably request.

13  ANTI-BRIBERY, CORRUPTION AND MODERN SLAVERY

13.1  You shall and (if relevant) shall procure that Your Appointed Representatives shall:

13.1.1  comply with all Applicable Laws relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010, the Competition Act 1998 and the Enterprise Act 2002;

13.1.2  not commit any act or omission which causes or could cause Us to breach, or commit an offence under, any laws relating to anti-bribery and/or anti-corruption as outlined at 11.1.1 above;

31.1.3  maintain robust anti-corruption and gifts and hospitality policies and comply in all respects with such policies;

31.1.4  not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such an activity has been carried out in the UK and ensure that You have in place adequate procedures to prevent bribery and corruption in accordance with the provisions of section 7 of the Bribery Act 2010;

31.1.5  promptly report to Us any request or demand for any undue financial or other advantage of any kind received by You or (if relevant) Your Appointed Representatives in connection with activities undertaken in accordance with the terms of this Agreement;

31.1.6  keep accurate and up-to-date records showing all payments made and received and all other advantages given and received in connection with this Agreement and the steps taken to comply with this Agreement and permit Us (or Our authorised representatives) to inspect those records as required; and

31.1.7  promptly notify Us of: (i) any request or demand for any financial or other advantage received by; and (ii) any financial or other advantage given or intended to be given by You, any of Your Appointed Representatives (if relevant) or any of Your respective Related Parties in each case whether directly or indirectly in connection with this Agreement.

13.2  You shall and (if relevant) shall procure that Your Appointed Representatives shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015.

13.3  You represent and warrant that You, Your Appointed Representatives (if relevant) and any person employed by You or them has not been convicted of any offence involving bribery and corruption or slavery and human trafficking.

13.4  You will, and (if relevant) will procure that Your Appointed Representatives will, at all times, have in place reasonable prevention processes and controls so as not to cause Us in any way to be in breach of the provisions contained in the Criminal Finances Act 2017 concerning failure to prevent facilitation of tax evasion.

13.5  You shall notify Us as soon as You become aware of any breach or potential breach of this clause 11.

14  TERM AND TERMINATION

14.1  This Agreement shall commence on the Effective Date and shall apply to all Applications submitted by You unless this Agreement is terminated sooner in accordance with the terms of this Agreement. This Agreement shall continue until terminated by either Party giving to the Party no less than four (4) weeks’ prior written notice.

14.2  We have the right to terminate this Agreement immediately on notice without giving reasons and without liability to You if:

1. You or (if relevant) Your Appointed Representatives are in breach of the requirements imposed pursuant to this Agreement or act in any way which, in Our opinion, may be prejudicial to Our interests, including, but not limited to fraudulent actions by You, Your Appointed Representatives and/or Your or their staff, damage to Our reputation, the criminal conviction of You or any of Your Appointed Representatives for offence(s) which We believe is likely to affect Your appointment and/or non-compliance with Applicable Laws;
2. You or (if relevant) any of Your Appointed Representatives do not or cease to hold any licence, consent, registration or authorisation that is necessary or appropriate to hold for the purposes of this Agreement (including but without limitation FCA Authorisation or any licence, consent, registration or authorisation required by any other Regulatory Body);
3. You withdraw from or cease trading;
4. You undergo a change of control (where "control" is defined as in section 1124 of the Corporation Tax Act 2010);
5. You have: (i) had a winding-up order made against You, (ii) had a petition presented for Your winding-up which has not been withdrawn or dismissed within fourteen (14) days following presentation, (iii) had a provisional liquidator appointed to You, (iv) proposed or passed a resolution for winding-up (other than for the purposes of solvent amalgamation or reconstruction), (v) had an administration application filed in relation to You pursuant to clause 12 of Schedule B1 to the Insolvency Act 1986 ("Schedule B1"), (vi) had a notice of intention to appoint an administrator filed in relation to You, (vii) entered into administration within the meaning of Schedule B1, (viii) had a receiver, receiver and manager, or administrative receiver appointed over the whole or a substantial part of Your undertaking or assets, or (ix) proposed or made any composition or arrangement with Your creditors generally (including but not limited to a company voluntary arrangement or scheme of arrangement);
6. (i) You have any distraint, execution or other process levied or enforced on any of Your property; (ii) You cease, or threaten to cease, to carry on business; (iii) We reasonably believe that You cannot or will not pay sums owed to Us under this Agreement; or (iv) We reasonably apprehend that any of the events mentioned in this paragraph is about to occur in relation to You and notify You accordingly;
7. We identify an actual or potential conflict of interest in the context of the relationship between You and Us which cannot be resolved or adequately mitigated.

14.3  Following termination of the relationship between Us and You:

1. You shall and (if relevant) shall ensure that Your Appointed Representatives shall remove all electronic copies of Our information from Your or their websites and cease to issue any Promotional Material;
2. You will not be entitled to any fees from Us in relation to any Application submitted to Us on or before termination but which is processed after termination of this Agreement;
3. You shall and (if relevant) shall ensure that Your Appointed Representatives shall cease to use Our name(s), logo(s) or any of Our other intellectual property;
4. We shall cease to use any name(s), logo(s) or any other intellectual property of You or (if relevant) Your Appointed Representatives;
5. To the extent that any Borrower disruption may occur as a result of the termination, the termination process will ensure that Borrower disruption is minimised, with both Parties using best endeavours to ensure that all outstanding activities and obligations to Borrowers (to the extent that You or (if relevant) Your Appointed Representatives are responsible either in full or in part for the same) are properly completed and fulfilled to Our satisfaction at Your expense, and that Borrowers are informed of any relevant changes where appropriate; and
6. If termination of this Agreement results in the wind down of Your business, You shall ensure that the wind down is undertaken in an orderly way.

The provisions of this clause 12 shall survive the expiry or termination of this Agreement.

15  CONFIDENTIAL INFORMATION

15.1  We shall and You shall and (if relevant) shall procure that Your Appointed Representatives shall ensure that Your staff and their staff shall keep Our Confidential Information (including the terms of this Agreement) secret, taking all reasonable security precautions for its protection; not disclose Our Confidential Information whether in whole or in part to a third party; use it only for the purpose of this Agreement; and not copy it without Our prior written consent. At Our request, and subject to compliance with Applicable Laws, You shall immediately return all of Our Confidential Information and any copies made of it and shall make no further use or disclosure of them, provided that each Party may retain one copy of any such Confidential Information for such periods and such purposes as are required to retain such information for purposes of compliance with Applicable Laws. This clause shall survive the expiry or termination of this Agreement.

15.2  Save as provided in clause 13.3 below, neither Party shall use the other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under this Agreement.

15.3  Each Party may disclose the Confidential Information of the other Party to its officers, employees, professional advisers, actual or potential investors and validly appointed sub-contractors ("Permitted Recipients") to the extent that they need to have access to it provided that in each case it ensures that those Permitted Recipients comply with the provisions of this clause 13.

16  TAX

16.1   Subject to clause 14.2, You agree that You shall be responsible for the payment of all taxes (including VAT (if applicable)) due in connection with payments made to You under this Agreement. Accordingly You shall indemnify and keep indemnified Us and each member of Our Group against all claims, costs, demands, losses, expenses (including legal and other professional fees and expenses), fines, awards and other liabilities made against or incurred by Us or a member of Our Group arising from or in connection with any amounts due in respect of tax on such payments. Notwithstanding the foregoing in the event that VAT is payable on any payments due to You under this Agreement, provided a valid VAT invoice in respect of the same is provided to Us, We shall pay to You the amount of VAT due on any such payment at the same time as We make such payment due under the invoice and You undertake subsequently to account to HM Revenue & Customs for the VAT due.

16.2  In the event that taxes of a withholding nature are required by law to be deducted from monies payable to You under this Agreement, We shall be entitled to pay the monies due after deduction of the amount required to be withheld or deducted, and We shall pay over to the relevant authority within the period permitted by law the amount of such withholding or deduction. We shall use reasonable endeavours to provide You with written evidence (including certificates where appropriate) of taxes so withheld or deducted and paid over.

17  GENERAL TERMS

17.1  The Parties agree that any person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists or is available apart from that Act. Notwithstanding this, any of Our Group may enforce the provisions of this Agreement in their own right.

17.2  The Parties each confirm that they are competent, financially sound firms with good relevant knowledge and expertise and that they shall at all times devote sufficient and competent resources to comply with their respective obligations under this Agreement.

17.3  Nothing in this Agreement is intended to or shall be deemed to create or establish any agency, partnership or joint venture between Us and You or (if relevant) any of Your Appointed Representatives.

17.4  This Agreement may be executed in more than one counterpart, each of which when so executed shall be an original, and shall become effective when one or more counterparts have been signed by all of the Parties and such counterpart, so signed, has been delivered to both Parties.

17.5  Each Party shall from time to time upon the request of the other Party execute any additional documents and do any other acts or things which may be reasonably required to give proper effect to the provisions of this Agreement, subject to the prior written agreement between the Parties (each acting reasonably) of the additional costs due under this Agreement to the Party that incurring additional costs in respect of the execution of such additional documents or the performance of such additional acts.

17.6  This Agreement (including the current commission arrangements) constitutes the entire agreement and understanding of the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.

17.7  If either Party is affected by Force Majeure, it shall promptly notify the other Party of the nature and extent of the circumstance in question. Notwithstanding any other provision of this Agreement, neither Party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under this Agreement, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other Party, and the time for performance of that obligation shall be extended accordingly. If either Party claims Force Majeure and is accordingly relieved under this clause from performing any of its obligations under this Agreement for a continuous period in excess of twenty (20) days or for a total of thirty (30) days or more in any six (6) Month period, then the other Party may, notwithstanding any other provision of this Agreement, terminate this Agreement by giving to the Party which has claimed Force Majeure not less than thirty (30) days' written notice.

17.8  ubject to clause 13, from the date of signature of this Agreement, You shall and (if relevant) shall procure that Your Appointed Representatives shall maintain and preserve any and all documentation pertaining to activities undertaken pursuant to this Agreement and Your and their obligations under this Agreement and shall continue to hold such documentation for a period of six (6) years following termination or expiry of this Agreement.

17.9  No variations to this Agreement shall be binding unless agreed in writing between You and Us except as stated otherwise in this Agreement.

17.10  Any notice required or permitted to be given by either Party to the other under this Agreement shall be in writing addressed to that other Party at its nominated email address or such other email or postal address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice.

17.11  No waiver by either Party of any breach of this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provisions in question shall not be affected thereby. Any reference in this Agreement to any provision of any statute shall be construed as a reference to that provision, as amended, re-enacted or extended at the relevant time.

17.12  Each Party agrees not to solicit or employ any employees of the other without prior discussion between the respective personnel managers and the prior consent of the other. A Party shall not be in breach of this clause as a result of employing any individual who responds to a job advertisement which is not specifically targeted at any of the staff of the other Party, provided the new employer has not otherwise actively solicited such individual.

17.13  You may not assign or transfer or sub-contract to any other person any of Your rights or obligations under this Agreement without Our express written consent and subject to confirmation that You shall remain fully liable for the performance of any sub-contracted obligations in accordance with the terms of this Agreement and any such sub-contractors first entering into written agreements with You which require their compliance with terms at least equivalent to those provided for in this Agreement (such consent not to be unreasonably withheld).

17.14  The formation, construction, performance, validity and all aspects whatsoever of this Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of England and the Parties hereby agree to submit to the non-exclusive jurisdiction of the English Courts.

March 2025