These Terms form a legal agreement between you (Lender or you) and Equitec (as defined below) which sets out all the terms in relation to your use of the Site (as defined below). All Lenders who use the Site shall be bound by these Terms. Use of the Site includes (without limitation) accessing, browsing, inputting or updating data on the Site.

IMPORTANT NOTICE:

• BY CLICKING THE TICK BOX YOU AGREE TO THESE TERMS AND HEREBY AGREE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO BIND THE LENDER. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT CLICK THE TICK BOX AND YOU MAY NOT ACCESS THE SITE.
• THESE TERMS INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 7.

Please read these Terms carefully before you start to use the Site. By using the Site, you agree that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using the Site.

Equitec may amend these Terms from time to time. Every time you wish to use the Site, please check these Terms to ensure you understand the Terms that apply at that time. These Terms were most recently updated in September 2023.

1. DEFINITIONS AND INTERPRETATION

   1. In these Terms the following words shall have the meanings given to them below:

      Anti-Bribery Requirements means all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

      Agreement means the terms and conditions set out in these Terms of Use, the Documentation and any other documents referred to in this Agreement;

      Business Day means a day (other than a Saturday or Sunday or public holiday) on which banks are generally open in London for non-automated normal business;

      Data Protection Legislation means all applicable Data Protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA), the General Data Protection Regulation ((EU) 2016/679) (GDPR), the Privacy and Electronic Communications Data Protection Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and (where applicable) guidance and codes of practice issued by the UK Information Commissioner, and the terms personal data, process and data controller shall have the meanings given to them in the Data Protection Legislation;

      Documentation means the document(s) made available to the Lender by Equitec via the Site;

      End User means any person authorised by the Lender to use the Site and the Documentation for the purposes of viewing, inputting and/or updating the Lender Data;

      Equitec means Equitec Ltd, a company incorporated in England and Wales (registered number: 11425582), whose registered office is at 304 Bridgewater Place Birchwood Park, Birchwood, Warrington, Cheshire, United Kingdom, WA3 6XG;

      Group means, in relation to a person, the person or a subsidiary undertaking or parent undertaking for the time being of the person or a subsidiary undertaking for the time being of a parent undertaking of the person (and parent undertaking and subsidiary undertaking shall have the meanings set out in section 1162 of the Companies Act 2006);

      Intellectual Property Rights means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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;

      Law means any means all statutes, statutory instruments, laws, directives, regulations or orders and any mandatory rules, codes of conduct, codes of practice, practice requirements and accreditation terms stipulated by any regulatory authority relevant to the respective obligations of each party under this Agreement from time to time and the activities contemplated by this Agreement or to which each respective party is or becomes subject during the Term, including but not limited to any applicable requirements of the Data Protection Legislation and the Anti-Bribery Requirements and those included in the Handbook of Rules and Guidance (as updated from time to time) issued by the Financial Conduct Authority or otherwise made by the Financial Conduct Authority;

      Lender means the the lender or other provider of equity release products on whose behalf you are using the Services;

      Lender Data means the data, content, documents, files, spreadsheets, information and/or Intellectual Property Rights, as is inputted onto the Site by or on behalf of the Lender for the purpose of displaying the Lender’s equity release products to potential customers for the same;

      Lender Trade Marks means any: (a) trade marks, trade names, service marks, trade dress, logos, URLs and domain names; (b) any identifying slogans and symbols; (c) any abbreviation, contraction or simulation of any of the items in paragraph (a) or paragraph (b), of the Lender, whether or not registered;

      Services means the granting of access to the Site by Equitec to the Lender for the purposes of viewing, inputting and/or updating the Lender Data under these Terms;

      Site means the website and portal located at https://portal.equitec.it which comprises the Software and the Documentation to which the Lender will be granted access to an area specifically for its use or that of its business and to which the Lender may view, input and update Lender Data and/or any replacement of the same from time to time;

      Software means the online software application accessible via the Site provided by Equitec as part of the Services;

      Term has the meaning given in clause 9;

      Third Party Software means any software which the Software is compatible with and/or for use with the Site which is owned by a third party;

      UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

      VAT means value added tax as defined in the Value Added Tax Act 1994 and any similar tax in any other jurisdiction; and

      Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

   2. In these Terms:

      1. headings are included for convenience only and shall not affect the construction or interpretation of these Terms;

      2. any reference to a clause shall (unless expressly provided otherwise) be a reference to a clause of these Terms;

      3. a reference to a person shall include natural persons, corporate or unincorporated bodies (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns;

      4. the word including will be construed without limitation unless inconsistent with the context; and

      5. any reference to a party shall mean either Equitec or the End User as the context requires and references to parties shall mean both of them.

2. GRANT OF LICENCE

   1. Subject to your compliance with these Terms, Equitec hereby grants to the Lender a non-exclusive, non-transferable right to access and use the Site during the Term in the UK, solely for the purposes of viewing, inputting and/or updating the Lender Data solely for the Lender’s internal business operations;

   2. The licence described in clause 2.1 may not be sub-licensed, assigned or otherwise transferred to any other party (including to any member of the Lender’s Group) without Equitec’s prior written consent.

   3. Subject to clause 9.2, the licence described in clause 2.1 shall continue for so long as Equitec grants to the Lender the right to use the Site. Equitec shall have no obligation to continue to make available the Site to any Lender and may remove or suspend access to the Site at any time on providing notice to the Lender.

3. ACCESS TO THE SITE

   1. Equitec shall use commercially reasonable endeavours to provide access to the Site.

   2. The Software shall include any upgrades, new releases and/or new versions of the Software as may be made available by Equitec from time to time.

   3. Equitec shall not be liable to the Lender where non-conformance is caused by use of the Site contrary to Equitec’s instructions, or the Documentation (whether by the Lender or any other third party).

   4. Subject to clause 3.7 and 3.11, if the Services do not conform with clause 3.2, Equitec will use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Lender with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 3.2.

   5. Notwithstanding the foregoing, Equitec:

      1. does not warrant that the Lender’s use of the Site will be uninterrupted or error-free or compatible with any Third Party Software or equipment or that the Services, Documentation and/or the information obtained by the Lender through the Services will meet the Lender’s requirements; and

      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, or any failure caused by Third Party Software and the Lender acknowledges that the Site may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

   6. It is the Lender’s responsibility to ensure the facilities and functions of the Site described on Equitec’s website meet the Lender’s requirements and are fit for the their purposes.

   7. Equitec has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.

   8. Equitec shall not be liable for, or required to remedy, any problem arising from:

      1. any defect or problem with Third Party Software or the Lender’s failure to install any update, new release, new version, fix or improvement previously provided to it or recommended to it by Equitec in respect of the Third Party Software;

      2. any defect or error wholly caused by any equipment or Third Party Software used in connection with the Software;

      3. insufficient or out dated anti-virus, anti-malware and firewalls being used by the Lender; or

      4. any failure by the Lender to comply with its obligations under these Terms.

   9. Save as set out in these Terms, all warranties and representations as to the Services, whether statutory or implied, are hereby expressly excluded to the fullest extent permitted by Law.

   10. Equitec retains the right to audit and/or monitor the Lenders’ usage of the Site from time to time in order to:

       1. review the Lender’s compliance with its obligations under these Terms;

       2. review the operation of the Site and, where appropriate, make improvements.

4. USE OF THE SITE

   1. The Lender shall:

      1. procure that all End Users comply with these Terms and shall be responsible for the acts and omissions of all End Users as though they were the acts and omissions of the Lender;

      2. provide Equitec with all necessary co-operation in relation to these Terms and all necessary access to such information (including the Lender Data) as may be required by Equitec;

      3. comply with all applicable Laws and regulations with respect to its activities under these Terms;

      4. use its best endeavours to prevent any unauthorised access to, or use of, the Site and, in the event of any such unauthorised access or use, shall immediately notify Equitec;

      5. only access and use the Site for the purposes of viewing, inputting and/or updating the Lender Data in accordance with any instructions issued by the Lender. The Lender shall not use, download or make copies of any Lender Data which has been inputted onto the Site for any purpose, except as expressly instructed by the Lender and as permitted by these Terms; and

      6. indemnify (and keep indemnified) and defend Equitec against all liabilities, costs, expenses, losses and damages (including full legal costs) incurred by Equitec arising out of or in connection with any proceedings, claims, demands or actions in consequence of any breach or alleged breach of these Terms by the Lender and/or any End User.

   2. The Lender shall not use the Site contrary to any restriction stated in these Terms or the Documentation, or otherwise in a way that is not expressly permitted by these Terms or the Documentation.

   3. Except to the extent such activities are permitted by applicable Law or are expressly set out in this Agreement, the Lender’s rights to use the Site does not permit it to (or attempt to):

      1. distribute, license, sell, rent, lease, transfer, assign, display, disclose or otherwise deal in, commercially exploit or encumber the Software;

      2. translate, adapt, disassemble, reverse engineer, reverse compile or decompile the Software (or any part of it), or otherwise reduce to human-perceivable form all or any part of the Software, nor make any modifications, additions or enhancements to it;

      3. combine, merge or otherwise permit the Software (or any part of it) to become incorporated in any other program, nor arrange or create derivative works based on it;

      4. duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or copy the Software (or any part of it), in any form or media by any means; or

      5. access all or any part of the Services and Documentation in order to build a product or services which competes with the Services and/or Documentation.

   4. The Lender shall not access, store, distribute or transmit any material during the course of its use of the Site that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Equitec reserves the right, without liability or prejudice to its other rights to the Lender, to disable the Lender’s access to any material that breaches the provisions of this clause.

   5. The Lender shall not:

      1. misuse the Site by knowingly introducing, accessing, storing, distributing or transmitting any Virus or other material that is malicious or technologically harmful;

      2. attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or Site connected to the Site; or

      3. attack the Site via a denial-of-service attack or a distributed denial-of-service attack.

      By breaching this provision, the Lender would commit a criminal offence under the Computer Misuse Act 1990. Equitec will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing the relevant Lender’s identity to them. In the event of such a breach the relevant Lender’s right to use the Site will cease immediately.

   6. The Lender shall treat as confidential any user identification code, password or any other piece of information provided as part of Equitec’s security procedures. The Lender must not disclose it to any third party. Equitec have the right to disable any user identification code or password, at any time, if in it reasonable opinion any Lender has failed to comply with any of the provisions of these Terms.

5. LENDER DATA

   1. The Lender shall have sole responsibility for ensuring the legality, reliability, integrity, accuracy and quality of all Lender Data which the Lender and/or an End User inputs into or updates on the Site. The Lender is solely responsible for securing and backing up, and keeping up-to-date, any Lender Data that it inputs onto the Site.

   2. The Lender shall ensure that all Lender Data:

      1. is not at any time misleading, inaccurate, inadequate, out of date and incomplete;

      2. complies with all instructions provided by Equitec;

      3. does not contain any personal data;

      4. complies with all applicable laws in England and Wales;

      5. does not infringe any copyright, trade mark or other intellectual property rights of any third party; and

      6. does not breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

      (together the Content Standards).

   3. Any Lender Data that is inputted onto the Site will be considered non-confidential and non-proprietary. The Lender shall retain all of its ownership rights in the Lender Data, but the Lender grants to Equitec a non-exclusive, worldwide, royalty-free, irrevocable, transferable and sublicensable licence to:

      1. use, reproduce, distribute, store, copy, modify and adapt such Lender Data and the Lender Trade Marks for the purpose of (i) Equitec carrying out its obligations under these Terms and/or (ii) the use of the Lender Data in respect of the provision of the SmartER tool to consumers via Equity Release Supermarket Limited’s websites, any application interface, any white labelled website provided by Equitec and/or a member of its Group for a third party and/or any website operated by any other third party (including other customers of Equitec (or a member of its Group));

      2. to freely use, reproduce, distribute, store, copy, modify, adapt and prepare derivative works of the Lender Data and Lender Trade Marks for the purpose of producing research, reports, insight and/or analysis which may be: (i) used internally at Equitec (including by members of its Group); (ii) used by third parties; or (iii) published for public consumption, whether on an aggregate or non-aggregated basis.

   4. Equitec have the right to remove any Lender Data that you input onto the Site if, in Equitec’s opinion, it does not comply with the Contents Standards.

   5. Equitec shall follow its archiving procedures for Lender Data as set out in Equitec’s data retention policy. In the event of any loss or damage to Lender Data, the Lender’s sole and exclusive remedy shall be for Equitec to use reasonable commercial endeavours to restore the lost or damaged Lender Data from the latest back-up of such Lender Data. Equitec shall have no liability to the Lender for lost or damaged Lender Data. Equitec shall not be responsible for any loss, destruction, alteration or disclosure of Lender Data caused by any third party (except those third parties sub-contracted by Equitec to perform services related to Lender Data maintenance and back-up).

   6. The Lender warrants that:

      1. the Lender Data complies with the Content Standards and does not and shall not contain any content, materials, advertising or services that are inaccurate misleading, relevant, inadequate, out of date or incomplete;

      2. the Lender Data and/or Lender Trade Marks do not infringe any Law or rights of any third party;

      3. it shall obtain and pay for all necessary approvals, authorisations, licences, consents and waivers necessary for Equitec to use all Lender Data as envisaged by these Terms (including pursuant to clause 5.3);

      4. it is the legal proprietor (or permitted licensee) of Lender Data or otherwise has the right to use Lender Data in the manner required under these Terms; and

      5. it will comply with all Laws applicable in the jurisdiction in which the Lender is using the Site in relation to such use,

      and the Lender will indemnify (and keep indemnified) and defend Equitec against all liabilities, costs, expenses, losses and damages (including full legal costs) incurred by Equitec and/or Equity Release Supermarket Limited arising out of or in connection with any proceedings, claims, demands or actions in consequence of any breach or alleged breach of the warranties set out in this clause 5.6.

6. INTELLECTUAL PROPERTY RIGHTS

   1. Save as expressly set out in these Terms, the Lender shall not acquire in any way, any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Site, Software, Services or Documentation or in any copies of it and no Intellectual Property Rights of Equitec (or any member of its Group) are transferred or licensed as a result of these Terms.

   2. The Lender acknowledges and understands that the Site, Software, Services and Documentation contain confidential and proprietary information and it shall not conceal, modify, remove, destroy or alter in any way any proprietary markings of Equitec on or in relation to the same.

7. LIABILITY

   1. Subject to clauses 7.2 and 7.3, in no event shall the aggregate liability of Equitec to the Lender, whether in contract, tort (including negligence) or otherwise) and in respect of all claims, losses and damages arising under or in connection with these Terms exceed ten thousand (£10,000) in respect of any one claim or series of related claims. Any claims under these Terms must be brought by the Lender. The liability of Equitec under this clause 7 shall not be increased by the number of End Users who are granted access to the Site.

   2. Equitec’s liability to the Lender in contract, tort (including negligence), misrepresentation (whether innocent or negligent), breach of statutory duty or otherwise arising out of or in connection with these Terms shall not extend to any:

      1. loss of profits;

      2. loss of business opportunity;

      3. loss of or damage to goodwill or data;

      4. loss of anticipated savings;

      5. wasted expenditure;

      6. loss or corruption of data; or

      7. loss of any special, indirect or consequential loss or damage whatsoever.

   3. Equitec does not exclude or limit its liability for: (i) personal injury arising from its negligence; (ii) fraud or fraudulent misrepresentation; (iii) any breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (iv) any other liability to the extent the same cannot be excluded or limited by Law.

   4. Equitec will not be liable if it is delayed in or prevented from performing its obligations under these Terms due to an event or circumstances beyond its reasonable control, including war, revolution, terrorism, riot or civil commotion, or precautions against the same, strikes, lock outs or other industrial action, blockage or embargo, acts of or restrictions imposed by government or public authority, cyber-attack, explosion, fire, corrosion, flood, natural disaster, or adverse weather conditions.

8. BREACH OF THESE TERMS

   1. Without prejudice to the rights and remedies available to it under law, where Equitec considers that the Lender has committed a material or persistent breach of these Terms, Equitec may take such action as it deems appropriate which may include (in addition to the right under clause 9.2.1 below):

      1. immediate temporary withdrawal of the Lender’s right to use the Site;

      2. immediate, temporary or permanent removal of any Lender Data uploaded or submitted by the Lender to the Site;

      3. legal proceedings against the Lender for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

      4. further legal action against relevant the Lender; and/or

      5. disclosure of such information to law enforcement authorities as Equitec reasonably feel is necessary or as required by law.

   2. Equitec excludes its liability for all action it may take in response to breaches of these Terms. The actions that Equitec may take are not limited to those described above, and it may take any other action that it reasonably deems appropriate.

9. TERM AND TERMINATION

   1. The Agreement between you and Equitec (which shall incorporate these Terms) shall commence on the date that you commence use of the Site and shall continue for the period of your use of the Site unless terminated earlier in accordance with this clause 9 (the Term).

   2. Equitec may, without prejudice to its other rights and remedies, by notice in writing to the Lender immediately terminate this Agreement, at Equitec’s option:

      1. where it has removed or suspended access to the Site pursuant to clause 2.3;

      2. if the Lender is in material or persistent breach of any of its obligations under these Terms and if that breach is capable of remedy and the Lender has failed to remedy that breach within fourteen (14) days after receiving written notice requiring it to remedy that breach; or

      3. if the Lender is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction.

   3. In the event of expiry or termination of this Agreement between the Lender and Equitec for any reason:

      1. the Lender shall immediately cease to use the Site;

      2. Equitec may remove all Lender Data from the Site and destroy or otherwise dispose of any of the Lender Data in its possession or control; and

      3. 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 Agreement which existed at or before the date of termination shall not be affected or prejudiced.

10. CONFIDENTIAL INFORMATION AND PERSONAL INFORMATION

    1. Each party shall treat any information relating to the other party, its business, Services, Software, the Site and Intellectual Property Rights (other than the Lender Data) as strictly confidential except to the extent that such information can be proved to be within the public domain at the time of disclosure other than as a result of any breach of this Agreement. Neither party shall disclose such information to any third party nor use it for any purpose except as is strictly necessary for the performance of these Terms and neither party shall make any announcements relating to the existence of these Terms without the express written consent of the other party.

    2. To the extent that Equitec (acting as data controller) collects any personal data relating to the Lender’s use of the Site, Equitec will only process such personal data in compliance with Data Protection Legislation and as set out in Equitec’s Privacy Policy.

11. NOTICES

    Notices under these Terms must be in writing and sent to the other party’s registered office (or such other applicable address for service agreed by the parties from time to time in writing). Notices may be given, and will be deemed received if correctly addressed: (i) by first-class post: two (2) Business Days after posting; (ii) by airmail: seven (7) Business Days after posting; (iii) by hand: on delivery; and (iv) by email: on successful transmission to the correct email address, provided that if notice is given by email, it must also be delivered within one (1) Business Day in one of the forms set out in this clause 11.

12. GENERAL

    1. These Terms and the documents expressly referred to in these Terms contain the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in these Terms. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

    2. Provisions which by their terms or intent are to survive termination of these Terms will do so (including but not limited to clauses: 5.3 (Lender Data licence); 6 (Intellectual Property Rights), 7 (Liability), 11 (Notices) and 12 (General).

    3. The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.

    4. For the purposes of the Contracts (Rights of Third Parties) Act 1999, these Terms is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any rights or remedy of such a person that exists or is available apart from that Act.

    5. No party may assign, subcontract or encumber any right or obligation under these Terms, in whole or in part, without the other's prior written consent or except as expressly permitted in these Terms.

    6. Except as expressly stated in these Terms, no amendment or variation of these Terms will be valid unless agreed in writing by Equitec.

    7. If any clause in these Terms (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of these Terms as soon as possible.

    8. Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

    9. The Terms are governed by the law of England. All proceedings or disputes under these Terms shall be subject to the exclusive jurisdiction of the courts of England.