Standard Terms & Conditions Of Business (“Conditions”)

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PART 1 GENERAL

1. ABOUT REG

www.reg.uk.com (as well as any submenu pages of the root domain) (“REG Website”) is owned and operated by REG (UK) Limited, incorporated and registered in England and Wales with company number 08279867 whose registered address is 7th Floor Minster House, 42 Mincing Lane, London, EC3R 7AE (“REG”, “us”, “we” or “our”).

By registering and creating a secure “REG Account” via the REG Website, you are subscribing for the Standard Services and are agreeing to be bound by and comply with these Conditions. Subject to our activation of your REG Account (see REG Account Status below), you will gain access to the Standard Services free of charge. The terms and conditions governing your use of the Standard Services are set out in Parts 1 & 2 of these Conditions.

Billable Services can be activated at your option by initially subscribing to Monitoring Services via the upload of your Producer FCA Firm Registration Numbers to your Company REG Account. For an initial period of 1 month from initial subscription to Monitoring Services or for such other period as may be agreed between you and us or as may be displayed on the REG Website from time to time (“Free Trial Period”), you will, in addition to the Standard Services, also have access to the Billable Services that you choose to subscribe to free of charge. During the Free Trial Period, you will be asked to enter into a “User Agreement” recording the terms upon which you wish to continue using the Billable Services you wish to continue subscribing to following the expiry of the Free Trial Period.

If following the expiry of the Free Trial Period, no User Agreement has been entered into and you have not notified us in writing that you do not wish to continue subscribing for the Billable Services, REG Fees as set out on the REG Website will become payable in respect of the Billable Services subscribed to with effect from the expiry of the Free Trial Period.

REG takes Confidentiality seriously. We will only provide publically available information to REG Members as part of the Standard Services and Monitoring Services. Confidential Information such as TOBA templates, Company Contact details and PII Certificates will only be made available selectively to those counterparties that have explicitly authorised a Connection with you on the REG platform.

For the avoidance of doubt, if you do not have any producing brokers, or do not opt to subscribe to Billable Services, you will only be subscribing to Standard Services that are free of charge.

The additional terms and conditions governing your use of the Billable Services after the expiry of the Free Trial Period are set out in Part 3 of these Conditions


2. DEFINITIONS

REG Members and REG Accounts will fall into three categories:

“Pending”, while REG conducts necessary verifications of Authorised Users and checks of Company Data and any relevant Documentation;

“Active”, when a REG Member’s Company Data and relevant Documentation has been verified and the REG Member may make full use of the Services; and

“Suspended”, when a REG Member’s access to the Services has been suspended. This could occur for any one or more of the following reasons:

  • non-payment of the REG Fees when due (if applicable);
  • the Company is dissolved or struck off the register of companies held at Companies House (or some other equivalent organisation);
  • the REG Member loses its Regulatory Permissions;
  • the REG Member enters into administration or becomes insolvent;
  • if applicable, the REG Member cannot confirm that it has current Professional Indemnity Insurance in place.

3. REG Terminology

Some useful terminology that we use in relation to the Services and how the REG Website operates is set out below:

Alerts

The alerts issued to the Company as part of the Monitoring Services, details of which can be found on the REG Website.

Authorising a Connection

Refers to the act whereby a Producer gives his consent, via the REG Website, to establish a Business Connection with a Market for the purposes of (including but not limited to) exchanging Documentation between the parties, receiving and accepting TOBAs and providing consent for the Market to view his Confidential information, such as PII Certificates and company contact details. A Connection is also deemed to have been Authorised when a Producer accepts a TOBA that has been issued to it by a Market where no prior Business Connection exists.

Billable Services

The Services to which a REG Member subscribes in respect of which REG Fees are payable. Billable Services shall include the Monitoring Services, the Connection Services, the Broker Management Services, the On-Boarding Services, TOBA Exchange Fees, Credit Report Fees, and any other Billable Services made available and optionally subscribed to by Authorised Users during the term of this Agreement.

Broker or Connection

In the context of Billable Services, these terms are used interchangeably to refer to a Producer uploaded to the Company REG Account and can refer to either a Business Connection or an Uploaded Connection. The total number of Brokers/Connections on a REG Account in respect of particular Billable Services forms the basis for the calculation of the REG Fees.

Broker Management Services

Relate to an optionally available subset of Services which are accessible to Markets via the ‘Broker Management’ action button on the REG Account, and which include, but are not limited to, the ability to leave Notes & Comments on Producer records, leave notes on Alerts received, upload Documents, and supplement Third Party Data on Producers with additional information, such as Entity IDs, Producer descriptions, and other information related to the Producer. This data is held confidentially and is made available only to you and is never revealed to counterparties.

Business Connection

Refers to the status of a relationship between two REG Members, on the REG platform, entered into by the act of either (i) a Producer accepting a TOBA from a Market on the REG platform where no prior Business Connection exists; or (ii) a Producer Authorising a Connection with a Market on the REG platform, thus converting the Market’s Uploaded Connection into a Business Connection.

Connection Services

When enabled on the Company REG Account, allow the Company’s uploaded Producers to Authorise Connections with the Company on the REG platform for the purposes of exchanging TOBAs and making available Documentation to Markets, such as Producer PII Certificates and Self-Certifications.

Market

In the context of the REG platform refers to an FCA registered or authorised entity that has existing business relationships with Producers and/or wishes to establish business relationships with Producers and that is, or may become a subscriber to the Services or any part thereof.

Monitoring Services

Enable Markets to monitor their Producers through the receipt of Alerts and by giving access to Third Party Data relating to that Producer. Monitoring Services are activated on a per Broker basis by the upload/addition of a Producer’s FRN to your REG Account.

On-board or On-boarding Services

A process whereby REG on behalf of a Market invites Producers to register on the REG platform. This involves letters (on the Market’s stationery) and/or emails being sent to all Producers not yet registered on the REG platform to register a REG Account and Authorise a Connection with the Market. REG will work with the Company to develop a bespoke on-boarding plan, which may include printing and posting the letters and making follow-up calls as appropriate.

Producer

In the context of the REG platform refers to an FCA registered or authorised entity that has existing business relationships with a Market or Markets and/or wishes to establish business relationships with a Market or Markets, and that is or may become a subscriber to the Services or any part thereof.

Standard Services

The provision of free access to the Software and the ability to use interactive aspects of the REG Website and the Software.

TOBA

Terms of Business Agreement.

Uploaded Connection

Refers to the status of a Connection whereby a Market has uploaded a Producer to its REG Account for the purposes of receiving Monitoring Services, but which has not yet become a Business Connection.


PART 2 STANDARD SERVICES AND FREE TRIAL PERIOD

1. DEFINITIONS

Authorised Users

all employees, agents and independent contractors of the Company who are authorised by the Company to use the Services from time to time, including any REG administrative staff that you give access to your REG Account.

Company, you or your

The party subscribing to the Services and entering into this Contract with us and accepting these Conditions. Where the context so requires, you or your also includes your Authorised Users.

Company Data

The data inputted by the Company, its Authorised Users or REG on your behalf, for the purpose of using the Services or facilitating the Company’s use of the Services, including but not limited to Confidential Information including PII Certificates, TOBA templates and Broker FRNs required for activation of Billable Services.

Confidential Information

Information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 6 of Part 2 of these Conditions.

Contract

The terms set out in these Conditions, subject to the provisions of any relevant User Agreement entered into between the Company and REG from time to time.

Documentation

All documentation and information made available to you by us or by other REG Members via the REG Website as part of the Services.

FCA

The Financial Conduct Authority.

FRN

Firm Registration Number – a 6 digit number issued to firms by the FCA.

REG Members

All companies or entities and their respective Authorised Users that have completed the registration of a REG Account on the REG Website to gain access to the Services.

Regulatory Permissions

Any permission or authorisation granted by the Financial Conduct Authority (or any equivalent regulatory body) which is necessary for the lawful conduct of the REG Member’s business.

Self-Certifications

Statements and questionnaires that REG Members are asked to certify or complete as part of the Services, including but not limited to certifications that the Members have adequate policies and procedures in place for Treating Customers Fairly, Financial Crime, Anti-Bribery, Business Continuity/Disaster Recovery and Sanctions.

Service Commencement Date

The date of creation and registration of the Company REG Account.

Services

The services made available to Authorised Users by REG, including but not limited to the Standard Services and the Billable Services, as applicable.

Software

The online software applications provided by us which enable you to use the Services.

Third Party Data

Publicly available data collected by REG from third party resources for the purpose of providing the Services.


2. YOUR RIGHTS - AUTHORITY AND LICENCE

2.1. Subject to your compliance with the terms set out in the Contract, we hereby authorise you to use the Standard Services and the Billable Services during the term of this Contract. Any use of the Billable Services following the expiry of the Free Trial Period will be subject to the additional provisions set out in Part 3 of these Conditions.

2.2. We hereby grant you, on and subject to the terms set out in the Contract, a non-exclusive, non-transferable licence to access the Software and the REG Website and to use the Software and the REG Website solely for your business purposes. Nothing in this Contract grants to you any rights whatsoever in or relating to the source code of the Software or the REG Website;

2.3. You may:

2.3.1. Search, view, copy, print out and store Documentation for your own compliance and business purposes;

2.3.2. Make available to others copies of Documentation for compliance and business purposes on a reasonable, non-systematic basis that is not commercially prejudicial to us, subject to crediting third parties where such material is attributed to them.

2.4. You shall not store, distribute or transmit any material through the REG Website that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;

2.5. You shall not:

2.5.1. attempt to duplicate, modify, disclose or distribute any portion of the Software; or

2.5.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, exceptd as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or

2.5.3. use the Software or the REG Website to provide hosting services to third parties, without our prior written consent; or

2.5.4. transfer, temporarily or permanently, any rights or obligations under this Contract, or

2.5.5. attempt to obtain, or assist others in obtaining, access to the Software, other than as provided under this clause.

2.6. We confirm we have all the rights in relation to the Software and the REG Website that are necessary to grant all the rights we purport to grant under the terms of this Contract.

2.7. You acknowledge and agree that we own all intellectual property rights in the Software and the Services and that we and/or our licensors (including other REG Members and providers of Third Party Data) own all intellectual property rights in the Documentation other than your Company Data. Except as expressly stated in this Contract, this Contract does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Documentation, Services or any related documentation.

2.8. The rights granted under this clause 2 will come into force on the Service Commencement Date and will end if this Contract is terminated in accordance with clause 9 of Part 2 of these Conditions.


3. COMPANY DATA

3.1. The Company shall own all right, title and interest in and to all of the Company Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Company Data. You hereby grant REG a nonexclusive, royalty-free licence to copy, distribute, retain, process, analyse and use any such Company Data, without any further consent, notice and/or compensation to you or to any third parties, for the sole purpose of providing the Services to you and to other REG Members under the terms of this Contract, and subject to the terms of the Confidentiality clauses set out in Clause 6 of Part 2 of these Conditions.

3.2. In the event of any loss or damage to Company Data, your sole and exclusive remedy shall be for REG to use reasonable commercial endeavours to restore the lost or damaged Company Data from the latest back-up of such Company Data and to notify you of any such loss or damage. REG shall ensure that Company Data is held securely and regularly backed up in accordance with REG’s data security and disaster recovery procedures. REG shall not be responsible for any loss, destruction, alteration or disclosure of Company Data caused by any third party (except those third parties sub-contracted by REG to perform services related to Company Data maintenance and back-up).

3.3. REG shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Company Data. Notwithstanding the above, the Company acknowledges that the purpose of the REG Services is to make certain Company Data available to other REG Members, as the context applies, for their compliance and business purposes.

3.4. You warrant that all information (including, where applicable, adherence to the Self Certifications) and Company Data that you provide to us (if any), which you acknowledge forms the basis for business decisions taken by other REG Members, will be correct and accurate in all respects and that the person providing the information and documentation is properly authorised by the Company to do so. By submitting any individual’s personal information to REG or our affiliates, service providers and agents, you warrant and confirm your authority from such other individual, to our collection, use and disclosure of such personal information in accordance with our privacy policy.

3.5. If and to the extent that REG processes any personal data or sensitive personal data when performing its obligations under this Contract, the parties record their intention that the Company shall be the data controller and REG shall be a data processor and in any such case:

3.5.1. the Company shall ensure that the Company is entitled to transfer the relevant personal data to REG so that REG may lawfully use, process and transfer the personal data on the Company's behalf in accordance with this Contract and all applicable data protection legislation;

3.5.2. the Company shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

3.5.3. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage and shall use its reasonable endeavours to comply with all applicable data protection legislation; and

3.5.4. REG shall not transfer or transmit any such personal data or sensitive personal data to a country or territory outside the European Economic Area.

3.6. You authorise us to perform such checks as we may deem to be reasonably necessary to verify any and all Company Data or Documentation that you upload to the REG Website including but not limited to, checking validity of PII Certificates, Company contact details, and verifying TOBA template formats.


4. YOUR OBLIGATIONS

4.1. You will, and will take all reasonable steps to ensure that your Authorised Users will comply with the Contract. You will ensure that nobody other than Authorised Users accesses the Documentation or Services via your REG Account and you will take all reasonable steps to ensure that your Authorised Users do not:

4.1.1. copy, print out or otherwise reproduce any Documentation except as permitted under clause 2 of Part 2 of these Conditions or as otherwise authorised by us in writing;

4.1.2. make any part of the Documentation or the Services available to anyone, except as permitted under this Contract or authorised by us in writing;

4.1.3. alter any part of the Documentation or Software; or

4.1.4. purport to assign or otherwise dispose of your rights under this Contract.

4.2. You confirm that any Authorised User authorised through your REG Account as part of the Services that you subscribe for to, including but not limited to, issue and accept TOBAs on behalf of the Company using REG’s TOBA exchange function and update Company Data, is duly authorised by the Company to do so. It is the Company’s responsibility to ensure that only Authorised Users with the requisite corporate authority are given access to these functionalities. REG will provide support as and when required to ensure that Authorised Users are set up with the correct permissions.

4.3. You agree that we may publicise (on the REG Website or in other marketing or promotional material) the fact that you have become a REG Member. If you provide us with a testimonial as to REG’s services or platform functionality, you agree that we may decide to use that testimonial by posting it on the REG Website or using it or any part of it in advertising.

4.4. You are solely responsible for the appropriate use of the Documentation for your own business and compliance purposes.

4.5. Subject to clause 5 (Our Obligations), you will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with your misuse of the Software, the Documentation or the Services, provided that:

4.5.1. you are given prompt notice of any such claim;

4.5.2. we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and

4.5.3. you are given sole authority to defend or settle the claim.

4.6. You are solely responsible for configuring and maintaining your information technology, computer programmes and platform in order to access the Services. Notwithstanding clause 5.6 below, you should use your own virus protection software.


5. OUR OBLIGATIONS

5.1. REG shall, until such time as this Contract is terminated in accordance with clause 9 of Part 2 of these Conditions, provide the Services to the Company on and subject to the terms of the Contract.

5.2. We warrant that you will not infringe any third party intellectual property rights by using the Software or the Services in accordance with the terms of this Contract and we will indemnify you against losses, costs or expenses you may incur as a result of any claim that the use by you of the Software or the Services infringes any third party intellectual property rights, provided you notify us within a reasonable time of any such claim being made.

5.3. In relation to any part of the Software owned by us, we shall defend you against any claim that your use of the Software infringes any patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:

5.3.1. we are given prompt notice of any such claim;

5.3.2. you provide reasonable co-operation in the defence and settlement of such claim, at our expense; and

5.3.3. we are given sole authority to defend or settle the claim.

5.4. In the defence or settlement of the claim, we may at our discretion obtain for you the right to continue using the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Contract without liability to you. We shall have no liability if the alleged infringement is based on:

5.4.1. a modification of the Software by anyone other than us; or

5.4.2. your use of the Software in a manner contrary to the instructions given to you by us; or

5.4.3. your use of the Software after notice of the alleged or actual infringement from us or any other person has been received.

5.5. The foregoing states your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any patent, copyright, trade mark or database right.

5.6. We will take reasonable steps to ensure that Software and Documentation we supply to you as part of the Service are virus-free.

5.7. We will use all reasonable endeavours to ensure that the Services are provided continuously and that access to the REG Website is not interrupted by any event within our control. Planned downtime will, if reasonably practicable to do so, be scheduled outside normal United Kingdom office hours.

5.8. We shall maintain at all times, adequate and appropriate insurance in respect of all aspects of our business and shall comply in all material respects with the terms of our internal policies and procedures relating to money laundering, anti-bribery, disaster recovery, financial crime and any such other policies as may be relevant to the provision of the Services pursuant to this Contract.


6. CONFIDENTIALITY

6.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Contract. A party’s Confidential Information shall not be deemed to include information that:

6.1.1. is or becomes publicly known other than through any act or omission of the receiving party; or

6.1.2. was in the other party’s lawful possession before the disclosure; or

6.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

6.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or

6.1.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

6.2. Save as provided by clause 3.1 of Part 2 of these Conditions, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Contract.

6.3. Each party shall use all reasonable endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this Contract.

6.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in our case, those third parties sub-contracted by us to perform services related to Company Data maintenance and back-up).

6.5. You acknowledge that our Confidential Information includes elements of the Software as described in clause 2.5 of Part 2 of these Conditions.

6.6. The provisions of this Clause 6 shall survive termination of this Contract, however arising.


7. DISCLAIMER

7.1. We give you no warranty or assurance in relation to the Software, the Services or the Documentation, except as set out in this Contract. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.

7.2. Our policy is to conduct our business at all times in a professional manner and to best practice standards. We shall use our reasonable endeavours to ensure that Documentation for all our Members is up to date and we will strive to develop our Services to meet REG Members’ needs. However, you should note in particular:

7.2.1. All REG Members are under an obligation to update their Company Data as and when required. REG also relies on Third Party Data over which it has no control and which it does not review or modify. As a result, the Documentation may include archived information and resources, which may be incorrect or out of date. REG will use its reasonable endeavours to remove and/or update incorrect, out of date or missing Documentation as soon as reasonably practicable, but REG makes no representation or commitment and shall have no liability or obligation whatsoever in respect of incorrect, out of date, or missing Documentation.

7.2.2. REG is a provider of compliance documentation and resources. We do not accept any responsibility for and shall have no liability in respect of action taken as a result of information provided by us. You should take specific advice when dealing with specific situations. The services are general in nature and may not apply to the specific facts and circumstances of individual transactions hat are being contemplated.

7.2.3. We give you no warranty or assurance that the Services and our means of delivering them are compatible with your software or computer configuration.

7.2.4. We may change or cease providing part or all of any of our Services at our discretion provided always that we will not materially reduce or remove any of the Services unless required to do so by law or other industry regulation or best-practice.


8. LIABILITY

8.1. This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, contributors, consultants and sub-contractors) to you in respect of:

8.1.1. any breach of this Contract;

8.1.2. any use made by you of the Services or the Software or any part of them; and

8.1.3. any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Contract.

8.2. Except as expressly and specifically provided in this Contract:

8.2.1. you assume sole responsibility for conclusions drawn from the use of the Software and the Services by you. We shall have no liability for any damage caused by errors or omissions in any information provided by you in connection with the Services, or any actions taken by us at your direction; and

8.2.2. all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Contract.

8.3. Nothing in this Contract excludes our liability:

8.3.1. for death or personal injury caused by our negligence; or

8.3.2. for fraud or fraudulent misrepresentation.

8.4. Subject to clause 5.2 of Part 2 of these Conditions and clause 8.3 above:

8.4.1. we shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and

8.4.2. 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 Contract shall be limited to two times the REG Fees paid for the Services during the 12 months preceding the date on which the claim arose. You acknowledge that this limitation is reasonable.

8.5. Under this clause, “our liability” includes that of any company in our group and our and their respective agents, employees, contributors and consultants and sub-contractors, “you” includes any other party claiming through you and “loss or damage” includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service, whether under this Contract or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.

8.6. We shall have no liability to you under this Contract if we are prevented from or delayed in performing our obligations under the Contract or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications 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 or storm.


9. TERMINATION AND CANCELLATION

9.1. This Contract can be terminated at any time at no cost to the Company during the Free Trial Period (save for the cost of any full credit reports ordered and obtained through the REG Website which shall be charged to the Company at cost), by service of written notice on REG specifying whether you wish to discontinue the Billable Services only or whether you intend to cancel your REG Account entirely. Where such notice is given, the relevant Services will be terminated on or before the expiry of the Free Trial Period.

9.2. This Contract will terminate and your REG Account will be cancelled immediately if you or we are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to the party in breach. The suspension of a REG Member’s account for any of the reasons set out in section 2 of Part 1 of these Conditions (REG ACCOUNT STATUS) may constitute a material breach of this Contract. If REG is in material breach of this Contract as a result of circumstances within our reasonable control, you will be entitled to a pro-rata refund of any REG Fees paid in the quarter in which such circumstances arose.

9.3. Subject to clause 9.4 below, this Contract (or any particular Billable Service) may be terminated and your REG Account may be cancelled by either party for any reason on the expiry of 30 days written notice (signed by a duly authorised signatory). We reserve the right to seek confirmation of any such request for termination from the Company before processing the request. Upon termination of this Contract in accordance with this clause 9.3, any REG Fees paid up at the date of termination in relation to Billable Services will not be subject to refund.

9.4. On cancellation of your REG Account for any reason:

9.4.1. where the Company subscribes for Billable Services, the provisions set out in clause 4 of Part 3 of these Conditions shall apply;

9.4.2. where the Company has active TOBAs in its capacity as a Producer, as soon as reasonably practicable following the service of notice to cancel your REG Account, the Company shall remove all active TOBAs that have been agreed and accepted electronically with Markets from the REG platform. Markets will be prompted in the TOBA removal message to take steps to download and/or print copies of all TOBAs for their records before the effective termination date. In the event that the Company fails to remove all active TOBAs within 14 days of service of notice to cancel your REG Account, REG reserves the right to contact the Company’s Markets where there are active TOBAs in place and procure that those TOBAs are removed from the REG platform.

9.4.3. once all active TOBAs have been removed, REG will convert all Business Connections with the Company's Markets into Uploaded Connections (for the benefit of the Market’s continued use of Monitoring Services), and will then remove account access for all Authorised Users and delete the REG Account from the REG platform, thus cancelling all Services.

9.4.4. all licences granted under this Contract shall immediately terminate;

9.4.5. we may destroy or otherwise dispose of any of the Company Data in our possession unless we receive, no later than ten days after the effective date of the termination or expiry of this Contract, a written request for the delivery to you of an electronic copy of the then most recent back-up of the Company Data (including any TOBAs). We shall use reasonable commercial efforts to deliver the Company Data to you within 60 days of receipt of such a written request, provided that you have, at that time, paid all REG Fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in delivering the Company Data to you;

9.4.6. following the expiry of the period referred to in clause 9.4.5 above, or delivery to you of an electronic copy of the Company Data in accordance with that clause (as appropriate), REG shall be under no obligation or duty to retain copies of the Company Data. For the avoidance of doubt, Third Party Data relating to the Company may still be collected and made available to other REG Members;

9.4.7. termination or cancellation shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.


10. GENERAL PROVISIONS

10.1. The rights provided under this Contract are granted to you only, and shall not without our prior written consent be considered granted to any subsidiary or holding company. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Contract.

10.2. Save as specifically provided otherwise, this Contract is not intended to benefit anyone other than the parties to it and, in particular, no term of this Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.

10.3. Unless specifically provided otherwise, rights arising under this Contract are cumulative and do not exclude rights provided by law.

10.4. If any provision (or part of a provision) of this Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

10.5. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

10.6. This Contract and any agreed written record signed by or on behalf of both parties identifying Authorised Users and REG Fees constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Contract. Each of the parties acknowledges and agrees that in entering into this Contract it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this Contract or not) other than as expressly set out in this Contract. The only remedy available to it for breach of the Contract shall be for breach of contract under the terms of this Contract.

10.7. REG shall, on receipt of a reasonable request from you and subject to reasonable notice having been given, provide you with copies of such information and documentation relating to this Contract, the Services and any REG Invoices issued hereunder as you may reasonably require in connection with your corporate governance procedures and/or as may be requested or required by the Financial onduct Authority from time to time.

10.8. English law governs this Contract and the parties submit to the non-exclusive jurisdiction of the English courts


PART 3 BILLABLE SERVICES

1. DEFINITIONS

Billing Start Date

The day immediately following the expiry of the Free Trial Period, which falls on the first day of next calendar month.

Broker Threshold

Such number of Brokers/Connections as may be agreed between you and us and used in the calculation of REG Fees and recorded in the User Agreement (if any).

Credit Report Fee

Such fee payable by you to us in respect of each full credit report ordered via the REG Website, as recorded in the User Agreement.

Discount

Such discount (if any) as may be agreed between you and us and recorded in the User Agreement to be applied in the calculation of the REG Fees payable in respect of the Billable Services or any of them.

Discount Period

Where a Discount is agreed in relation to a particular Billable Service, the period during which such Discount will apply, as may be agreed between you and us and recorded in the User Agreement.

Initial Broker Cap

Such fixed number of Brokers/Connections as may be agreed between you and us and used in the calculation of REG Fees and recorded in the User Agreement (if any)

Initial Period

Such initial period as may be agreed between you and us and used in the calculation of REG Fees and recorded in the User Agreement (if any);

Minimum Period

Unless stipulated otherwise in the terms of the User Agreement, refers to the minimum contractual obligation for Billable Services of 3 months, calculated as from the Billing Start Date.

REG Fees

The fees charged by us to you in respect of the Billable Services, further details of which are set out in the User Agreement, or, in the absence of a User Agreement, on the REG Website from time to time.

REG Fee Period

Unless otherwise agreed, three calendar months commencing on the Billing Start Date and then every period of three calendar months thereafter.

REG Invoice

The invoices prepared by REG and sent to REG Members that have subscribed for Billable Services outlining the REG Fees payable in respect of the relevant REG Fee Period.

TOBA Exchange Fee

Such fee payable by you to REG in respect of each TOBA or TOBA Addendum exchanged via the REG Website with another REG Member as may be agreed between you and us and recorded in the User Agreement.


2. BILLABLE SERVICES

2.1. Details of the Billable Services which have been subscribed for by a REG Member, along with details of the REG Fees payable in respect of those Billable Services shall (subject to clause 2.2 below) be set out in the relevant User Agreement, the terms of which shall form an integral part of this Contract and shall be binding on you.

2.2. If following the expiry of the Free Trial Period, no User Agreement has been entered into and you have not notified us in writing that you do not wish to continue subscribing for the Billable Services, you will be deemed to subscribe for Connection Services and such other Billable Services as were available on your REG Account immediately prior to the expiry of the Free Trial Period and REG Fees (at the standard prices listed on the REG Website at the relevant time) will become payable by you in respect of those Billable Services with effect from the expiry of the Free Trial Period.

2.3. REG will invoice you in respect of relevant Billable Services at the end of each REG Fee Period. You will pay the REG Fees to REG within 30 days of receipt of a valid REG Invoice.

2.4. If REG has not received payment of a REG Invoice within 30 days after the due date for payment, it may (without any liability to the Company) (i) disable the Company’s and its Authorised Users access to the REG Account until such time as the relevant REG Invoice has been paid and (ii) charge interest on the amount outstanding at an annual rate of 3% above the base rate for the time being of Barclays Bank plc., accruing daily, commencing on the due date and continuing until the amounts concerned have been fully paid, whether before or after judgement.

2.5. Following the Billing Start Date, your subscription for the Billable Services shall remain in force for at least the Minimum Period and shall continue in force thereafter on a rolling 3 month basis until such time as it is terminated in accordance with this Contract.

2.6. Where the Contract is terminated or cancelled after the Billing Start Date, but prior to the expiry of the Minimum Period, REG shall be entitled to issue a REG Invoice to the Company and the Company shall be required to pay REG Fees calculated by reference to the Broker/Connection figures applicable to the previous quarterly billing cycle in respect of the remainder of the Minimum Period.

2.7. REG reserves the right to introduce new optional Billable Services to the REG platform from time to time and the REG Fees payable in respect of any such new Billable Services will be subject to separate contract and agreement between the parties at the relevant time.


3. REG FEES

3.1. All prices stated in the User Agreement or on the REG Website shall be exclusive of VAT.

3.2. REG Fees for Monitoring Services, Connection Services, On-boarding Services and Broker Management Services shall be billed quarterly in advance on the first day of the relevant REG Fee Period and shall be calculated based on the number of Brokers/Connections on your REG Account on that date.

3.3. Where a User Agreement refers to a Discount for a particular Billable Service, the REG Fees payable by you to us in respect of that Billable Service shall (subject to any specific conditions or limitations set out in the User Agreement) be reduced to reflect the relevant Discount during the agreed Discount Period. Certain Discounts may be contingent on you subscribing for or activating other Billable Services.

3.4. Where specified in the relevant User Agreement, REG Fees for Monitoring Services, Connection Services and/or Broker Management Services shall (as appropriate) be calculated by reference to the Initial Broker Cap rather than the actual number of Brokers/ Connections on the relevant REG Account until the earlier of the expiry of the Initial Period or the number of Brokers/Connections on the relevant REG Account exceeding the agreed Broker Threshold.

3.5. Credit Report Fees and TOBA Exchange Fees shall be billed quarterly in arrears on the first day of the following REG Fee Period. REG does not charge for the first TOBA issued to and accepted by each Producer. The TOBA Exchange Fee only applies to the second TOBA issued to and accepted by any single Producer, and to any subsequent TOBA issued and accepted thereafter. TOBA substitutions and TOBA addenda are treated as subsequent TOBAs in this calculation.

3.6. REG shall be entitled to increase the REG Fees payable in respect of the Billable Services or any aspect thereof from time to time, provided always that:

3.6.1. REG shall not be entitled to increase the REG Fees payable by any REG Member during the 12 month period following the Billing Start Date unless specifically agreed otherwise in the User Agreement and if such a price increase is envisaged in the User Agreement, REG shall not be entitled to increase the REG Fees in respect of the relevant Billable Services during the 12 month period following the introduction of the revised rate;

3.6.2. in the absence of any agreed increases or following the expiry of any introductory rates, REG shall not seek to increase the REG Fees payable by any REG Member more than once in any 12 month period and any such increase shall not represent an increase in any 12 month period of more than 20% by reference to the REG Fees payable for that Service immediately prior to the increase.


4. TERMINATION OF BILLABLE SERVICES

4.1. On termination of the Billable Services for any reason:

4.1.1. As soon as reasonably practicable following the service of notice to terminate Billable Services, the Company shall remove all active TOBAs that have been agreed and accepted electronically with Producers from the REG platform. Producers will be prompted in the TOBA removal message to take steps to download and/or print copies of all TOBAs for their records before the effective termination date.

4.1.2. In the event that the Company fails to remove all active TOBAs within 14 days of service of notice to terminate the Billable Services, REG reserves the right to contact the Company’s Producers where there are active TOBAs in place and procure that those TOBAs are removed from the REG platform.

4.1.3. Once all active TOBAs have been removed, REG will terminate all Uploaded and Business Connections with the Company's Producers, thus terminating Billable Services and converting the Company’s REG Account back to the Standard Services only, unless notice of cancellation is also given. For the avoidance of doubt, if the Company is also registered as a Producer (in that it has Business Connections with Markets on the REG platform) these will remain on the Account, unless notice of cancellation is given.