Lender Terms and Conditions
By accessing and using the Services, the Lender agrees that these Terms and Conditions shall apply.
Definitions and Interpretation
These definitions shall apply in this Agreement:
"Controller," "processor", "data subject", "personal data", "personal data breach", "processing" and "appropriate technical and organisational measures" shall have the same meanings as in the Data Protection Legislation and shall be construed accordingly.
"Customer" means the individual borrower or broker who wishes to obtain the Services via the Native Finance Platform.
"Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
"Documentation" means all information and documents, including information relating to a request for finance, made available to the Lender via the Native Finance Platform.
"Intellectual Property Rights" means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).
"Lender" shall mean those lenders offering financial services and products via the Native Finance Platform.
"Native Finance Content" means all data, information and material owned by or licensed to Native Finance and comprised within the Services and Documentation.
"Native Finance Platform" means Native Finance’s proprietary platform made available to the Lender via nativefinance.co.uk or via any one of Native Finance’s subdomains for the provision of the Services.
"Services" means the provision of information, financial products and advice in relation to a Customer’s request for a loan or finance.
"Software" means any software owned by or licensed to Native Finance and which forms part of or is used in the provision of the Services.
Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
A person includes an individual, corporate or unincorporated body(whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
A reference to writing or written includes faxes but not email.
References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
The Lender shall not:
(a) except as expressly permitted by this Agreement, permit any third party to access or use the Services or use the same on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service);
(b) copy, translate, modify, adapt or create derivative works from the Services;
(c) "frame" or "mirror" any Native Finance Content on any other server or wireless or Internet-based device;
(d) attempt to discover or gain access to the source code for the Software or reverse engineer, modify, decrypt, extract, disassemble or decompile the Software (except strictly to the extent that the Lender is permitted to do so under applicable law in circumstances under which Native Finance is not lawfully entitled to restrict or prevent the same),including in order to:
(i) build a competitive product or service;
(ii)build a product using similar ideas, features, functions or graphics of the Services;
(iii) copy any ideas, features, functions or graphics of the Services;
(e) upload, store, post, email, transmit or otherwise make available any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, inciting violence or hatred, blasphemous, discriminatory (on any ground), knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable or prohibited as set out in any acceptable use policy published online through the Services, as updated by Native Finance from time to time ("Prohibited Content"). Native Finance reserves the right to remove content whereNative Finance reasonably suspects that such content is Prohibited Content and to immediately suspend or terminate the Lender’s access to the Native Finance Platform. In relation to 2.2 (e), Native Finance shall not be responsible for content that infringes any Intellectual Property Rights of any other person.
The Lender understands that the Services and/or Software may include security components that permit digital materials to be protected, and that use of these materials is subject to content providers who provide content to the Services. The Lender may not attempt to override or circumvent any of the usage rules embedded into the Services. Any unauthorised reproduction, publication, further distribution or public exhibition of Native Finance Content, in whole or in part, is strictly prohibited.
Misuse of the Services. The Lender shall not (a) extract, export or otherwise scrape Native Finance Content for use outside the Services; (b)copy and save Native Finance products, recommendations, business names, addresses or otherwise or other contact information; (c) create content based on Native Finance Content; or (d) use the Services to create a product or service with features that are substantially similar to or that re-create the features of another Native Finance product or the Services.
Lender Licence to Native Finance
To the extent applicable, the Lender grants to Native Finance a transferable, sub-licensable, royalty-free and worldwide licence to host, use, distribute, modify, run, copy, publicly perform or display, translate and create derivative works of any data provided by the Lender in relation to any financial products that the Lender offers or in relation to any decisions or offers made in relation to an application made via the Native Finance Platform. Such use shall not reference any Personal Data.
Native Finance and the Lender shall be independent controllers for the purposes of the processing of any Personal Data provided by the Customer in relation to the Services.
Each party shall: (a) comply with and meet its obligations under Data Protection Legislation and its obligations with respect to personal data under this Agreement and in particular, without limitation, where the Data Protection Legislation includes the GDPR, those obligations referenced in Article 28 of the GDPR; (b) implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss,destruction, damage, alteration or disclosure.
Each party acknowledges that it or its employees may, in the course of performing their responsibilities under this Agreement, be exposed to or acquire information which is proprietary to or confidential to that party or its affiliated companies or their clients or to third parties to whom the party owes a duty of confidentiality. Any and all non-public information of any form obtained by a party or its employees while providing or in receipt of the Services shall be deemed to be confidential and proprietary information. Each party agrees to hold such information in strict confidence and not to copy, record, reproduce (using any medium), sell, assign, license, market, transfer or otherwise dispose of,give or disclose such information to third parties or to use such information for any purposes whatsoever other than the provision of the Services to the Lender and to advise each of its employees who may be exposed to such proprietary and confidential information of their obligations to keep such information confidential.
Nothing in this Agreement shall cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other.
Native Finance and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in Native Finance’s brands, trademarks and logos, the Services (including Documentation, the Native Finance Content and the Native Finance Platform) and the Software. Except as expressly permitted by this Agreement, the Lender may not use any of Native Finance’s Intellectual Property Rights without Native Finance’s prior written consent.
The Lender acknowledges that it may create Intellectual Property Rights by improving or suggesting improvements of Software to Native Finance.Any and all improvements to the Software, Service and/or Support Services developed by the Lender which result in the creation of Intellectual Property Rights shall be owned by Native Finance. TheLender hereby assigns any and all rights to such Intellectual Property Rights in respect of the Software, Service and/or Support Services toNative Finance and waives its moral rights in respect thereof.
Each party shall promptly bring to the attention of the other any improper or wrongful use of any Intellectual Property Rights of the other party which comes to their notice.
The Lender shall indemnify and hold harmless Native Finance, its directors or employees, against any and all actions, claims, costs, expenses, damages, fines, penalties and any other liabilities (including reasonable legal fees) arising out of or in connection with the Services and any information or product is provides to the Customer.
This indemnity is subject to the indemnified party promptly notifying the indemnifying party of such a claim, allowing the indemnifying party sole conduct of the defence, negotiation or settlement and providing all reasonable co-operation in relation to any claim.
Limitation of Liability
Any loan facility entered into in relation to the provision of the Services provided via the Native Finance Platform shall be between the Lender and the Customer. Native Finance shall have no liability for the accuracy of any information provided to the Lender by the Customer.
Native Finance shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of the provision of the Services by the Lender and the use of the Services by the Customer.
To the extent permitted by law, (i) neither Native Finance nor the Lender shall have any liability to the other in connection with the Agreement (and for the avoidance of doubt including any indemnity liabilities) for any indirect, economic or consequential loss and damage, and (ii) the total liability of both Native Finance and the Lender in connection with the Agreement for direct loss and damage, whether arising in tort (including negligence and strict liability), contract, or otherwise, shall not exceed the Fees paid or payable in the 12 months preceding the event that triggered such liability.
Notwithstanding the aforesaid, no limitation, exclusion or restriction of liability under this Agreement shall apply to any liability arising out of either party’s negligence, fraud, misrepresentation or wilful default.
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by prepaid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
Any notice shall be deemed to have been received:
a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
Clauses 9.2 and 9.3 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
This Agreement constitutes the entire agreement between the parties in relation to their subject matter and replaces and supersedes all other agreements, written or oral with respect to its subject matter. Each party acknowledges that it does not rely on any undertaking, promise,assurance,statement, representation, warranty or understanding(whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement other than as expressly set out in this Agreement.
No variation of this Agreement shall be effective unless it is in writing and agreed between the parties.
Native Finance shall have no liability to the Lender under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation,strikes, lock-outs or other industrial disputes (whether involving the workforce of Native Finance or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that the Lender is notified of such an event and its expected duration.
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises,assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement
The Lender shall not, without the prior written consent of Native Finance, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
Native Finance may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
This Agreement and any non-contractual obligations arising out of or in relation to this Agreement shall be governed in all respects by English law and the parties agree that the English courts shall have exclusive jurisdiction to hear and determine any suit, action or proceedings arising out of or in connection with this Agreement including any non-contractual obligations arising out of or in connection with this Agreement.