FUNDING CIRCLE BROKER TERMS AND CONDITIONS

1. ‌INTRODUCTION

   
   

   1. These Broker Terms and Conditions and any relevant supplementary documents (as amended from time to time) including the Funding Circle Privacy Policy (accessible online at https://www.fundingcircle.com/privacy) set out the agreement between the parties regarding the Introduction of Borrowers by the Broker to Funding Circle.

      
      

   2. References in these Broker Terms and Conditions to "we", "us" and "our" means Funding Circle Ltd.

      
      

   3. References to "you" and "your" is a reference to the “Broker” (as defined below under Schedule 1 (Definitions and Interpretation).

      
      

   4. References to “systems” or “platform” means the website, the Funding Circle API, any other online services provided by us and any data managed by, displayed on or transmitted from such services.

      
      

   5. By accepting these Funding Circle Broker Terms and Conditions or referring Borrowers to Funding Circle, you represent and warrant that you have the right, power, and authority to enter into this agreement on behalf of your company or organisation and to bind your company or organisation to these terms.

      
      

   6. Funding Circle will not accept an application from you on behalf of a Borrower until you have created an FC Account. Once Funding Circle receives your details and acceptance of these Broker Terms and Conditions on the Funding Circle Platform, you will be onboarded by a member of the team. Once onboarding is complete, you will be directed to create an FC Account and be given access to the Broker Portal where you may start submitting applications on behalf of Borrowers.

      
      

   7. By submitting applications on the Funding Circle Platform you warrant and represent that you are duly authorised to act on the Borrower's behalf whether as their agent or otherwise. Any references in these Broker Terms and Conditions to 'agent' are references to you as the agent of a Borrower (and not Funding Circle).

      
      

   8. Brokers who Introduce Borrowers to Funding Circle on the Funding Circle Platform will be deemed to have accepted and be bound by these Broker Terms and Conditions.

      
      

2. COMMENCEMENT, DURATION AND TERMINATION

   
   

   This Agreement shall come into force on the Commencement Date and shall continue in force until terminated under the terms of this Agreement.

   
   

3. INTRODUCTION OF BORROWERS

   
   

   1. You may Introduce Borrowers to Funding Circle via the Referral Channel who wish to borrow through the Funding Circle Platform.

      
      

   2. Funding Circle will consider the Introduction of each Borrower and will make a decision in its absolute discretion as to whether to allow the Borrower access to, and to borrow funds through, the Funding Circle Platform.

      
      

   3. Funding Circle does not guarantee to you that a Borrower will be successful in securing any Finance.

      
      

   4. This Agreement is entered into between you and Funding Circle on a non-exclusive basis.

   5. If you Introduce Borrowers to Funding Circle through the Funding Circle API, you agree to comply with the terms set out in Schedule 5 (Funding Circle API Services).

      
      

4. BROKER ELIGIBILITY CRITERIA

   
   

   1. You represent, warrant and undertake to Funding Circle that you satisfy the Broker Eligibility Criteria and will continue to satisfy the Broker Eligibility Criteria for the duration of this Agreement.

      
      

   2. You shall immediately notify Funding Circle if at any time you no longer satisfy the Broker Eligibility Criteria.

      
      

   3. You shall create and maintain an FC Account and comply with the requirements detailed at Paragraph 2 of Schedule 2 (FC Account) when using the FC Account.

      
      

   4. You consent to Funding Circle periodically authenticating your identity, and where applicable, the identity of any of your directors, members, shareholders, partners or proprietors and your creditworthiness through disclosure of information to credit reference agencies.

      
      

   5. You undertake to provide Funding Circle with all information, records or documentation it requests from time to time from you and where applicable, information in relation to your directors, members, shareholders, partners or proprietors as part of Funding Circle’s obligations arising under or in connection with the Anti-Money Laundering Requirements.

      
      

5. ‌BROKER PROFESSIONAL STANDARDS

   
   

   1. You warrant and represent to Funding Circle that:

      
      

      1. you have the right, power and authority to enter into this Agreement;

         
         

      2. you and any agent, employee or representative acting on your behalf that engage with Funding Circle in relation to this Agreement, have the requisite skills, experience and qualifications to perform your obligations under this Agreement in a professional manner and in accordance with the commercially reasonable industry standards for similar services.

         
         

      3. any and all information you provide on application to become a Broker and registration for an FC Account is true and accurate;

         
         

      4. you have not failed to disclose or notify Funding Circle of any circumstances that may cause Funding Circle to reconsider its engagement with the you;

         
         

      5. when carrying out activities or acting in a capacity which is regulated by the FCA in relation to this Agreement, you have done so and will continue to do so in compliance with the rules, regulations, guidance or other codes of conduct required by the FCA including but not limited to the Consumer Credit Sourcebook; and

         
         

      6. you have and will continue to comply with all applicable statutes, regulations or orders and undertake to maintain all licences, permissions, authorisations and consents necessary to carry out any activity under or incidental to the performance of your obligations in relation to this Agreement and on request, you shall, on request, provide copies of those licences, permissions, authorisations and consents to Funding Circle.

         
         

   2. You undertake to disclose to Funding Circle promptly the existence of any circumstances which could or do materially or adversely affect your financial condition, business or affairs, including a change in ownership or control of your business.

   3. You will at all times act in good faith towards Funding Circle in relation to this Agreement and will not do anything that will or may bring Funding Circle to disrepute or tarnish the reputation of Funding Circle.

      
      

6. APPLYING FOR FUNDING ON BEHALF OF A BORROWER

   
   

   1. You shall not Introduce to Funding Circle sole traders or partnerships of three (3) or fewer partners (excluding limited liability partnerships) unless you are authorised to carry out credit broking activities by the FCA.

      
      

   2. You shall notify Funding Circle if you become aware, or suspect that, a Borrower is vulnerable or could potentially be vulnerable and shall at all times consider the factors detailed in Schedule 3 (Vulnerable Borrowers) when making Introductions.

      
      

   3. You shall request from the Borrower all information and documents, including Borrower Data, that Funding Circle reasonably requests about the Borrower and its financial condition, business and affairs from time to time.

      
      

   4. You shall promptly notify Funding Circle if you become aware, or suspect, that: (i) the information or documents, including any Borrower Data, supplied on behalf of the Borrower as part of an Introduction, has changed or is no longer accurate; or (ii) there is a change to the financial condition, business or affairs of the Borrower from time to time.

      
      

   5. If the Borrower requests, you may assist the Borrower in completing a Finance Application.

      
      

   6. You shall at all times be duly authorised by the Borrower to act on its behalf and shall retain documentary evidence of that authority.

      
      

   7. You undertake at all times to act in the best interests of the Borrower and, where those interests conflict with your obligations under this Agreement, you shall give priority to the Borrower’s interests and will promptly notify Funding Circle of that conflict.

      
      

   8. You shall, in relation to each Borrower, comply with your obligations under the Anti-Money Laundering Requirements and Applicable Law.

      
      

      Information to be supplied to the Borrower prior to submitting a Finance Application

      
      

   9. You represent, warrant and undertake that you will, prior to submitting a Finance Application, supply the Borrower with sufficient information to ensure that the Borrower fully understands:

      
      

      1. the nature of the Finance it is applying for;

         
         

      2. how borrowing through the Funding Circle Platform works for the relevant Finance;

         
         

      3. the Borrower Terms and Conditions;

         
         

      4. the status and role of you and Funding Circle on the Funding Circle Platform;

         
         

      5. the checks that will be conducted by Funding Circle to satisfy that the Borrower is eligible for Finance including the Borrower Due Diligence checks; and

         
         

      6. the Finance Application process, any Finance Agreement and the consequences for the Borrower if it fails to comply with the terms of the Finance Agreement, including, where applicable, the effect of the Personal Guarantee.

         
         

   10. Prior to making an Introduction, you shall provide to the Borrower a copy of the Funding Circle Privacy Policy and the Borrower Terms and Conditions, and shall keep a record of your compliance with this clause 6.10.

   11. You shall refer the Borrower to Funding Circle and the Website if the Borrower requires any information or documentation which you are unable to provide directly.

       
       

   12. Following completion of the Finance Agreement, you shall:

       
       

       1. continue to provide the Borrower with documentation and information which Funding Circle passes to it for onward transmission to the Borrower; and

          
          

       2. to the fullest extent possible, assist Funding Circle to communicate with the Borrower throughout the course of the Borrower’s relationship with Funding Circle when necessary and, in any event immediately after any breach or default by the Borrower of any of the Finance Agreement.

          
          

          Representations and Warranties required on Introduction

          
          

   13. ‌You represent and warrant that, on making an Introduction to Funding Circle, you:

       
       

       1. have made no representations or guarantees to the Borrower that the Finance Application will be successful;

          
          

       2. have not misled, pressured or induced the Borrower, or (if applicable) the Guarantor, in any way to: (i) use the Funding Circle Platform; or (ii) seek to obtain Finance;

          
          

       3. have not knowingly made any misrepresentations to the Borrower, its Representatives, or to Funding Circle;

          
          

       4. have not knowingly Introduced a Borrower to Funding Circle that you know or suspect is trying to obtain and/or subsequently use the Finance that is being applied for, for fraudulent or criminal purposes;

          
          

       5. have obtained and continue to hold the Borrower’s full and unlimited authority to act on the Borrower’s behalf including, but not limited to:

          
          

          1. the disclosure of Borrower Data to Funding Circle, which will be processed in accordance with the Funding Circle Privacy Policy;

             
             

          2. apply for, and accept the terms of, any Finance Agreement through the Funding Circle Platform; and

             
             

       6. are not aware of any current circumstances (including without limitation any claims, undisclosed liabilities, litigation, arbitration, court proceedings or investigations which are current, threatened, pending or otherwise reasonably likely to occur against the Borrower by any third party) which could or might result in a material adverse change in the Borrower's financial condition, business or affairs elsewhere; and

          
          

       7. have not, other than where disclosed to Funding Circle, been in a position of conflict between the interests of the Borrower and your obligations under this Agreement;

          
          

       8. have provided and will continue to provide Borrower Data that is true, accurate and not misleading;

          
          

       9. ‌where applicable, are not aware of any undue influence or inducement of any Guarantor providing a Personal Guarantee in relation to any Finance Agreement and undertake to immediately notify Funding Circle if you become aware or suspect that a Guarantor is or may be subject to undue influence or inducement at any time; and

          
          

       10. where applicable, prior to submitting a Finance Application, you shall notify the Borrower of the representation and warranty given at clause 6.13.9.

7. APPROVAL OF THE FINANCE APPLICATION

   
   

   1. Funding Circle may at its absolute discretion decline or approve a Borrower’s Finance Application. Funding Circle will notify you of its decision in respect of each Finance Application.

      
      

   2. Funding Circle may withdraw its approval of a Borrower’s Finance Application at any time if the Finance Application and/or Borrower fails to satisfy all of the checks Funding Circle (in its absolute discretion) deems necessary.

      
      

   3. Funding Circle reserves the right to contact the Borrower directly to verify (i) the accuracy of any Borrower Data supplied by you or (ii) your authority to act on the Borrower’s behalf.

      
      

   4. ‌If Funding Circle approves the Borrower’s Finance Application and extends an offer of funding, you shall notify the Borrower in writing of the fees and interest which are payable by it under the Finance Agreement and/or any other fees for which the Borrower may become liable as a result of its breach of the Finance Agreement.

      
      

   5. You represent and warrant that, on the date of the Borrower’s acceptance of any offer of funding from Funding Circle, you have complied with clause 7.4 of this Agreement.

      
      

8. OBLIGATIONS OF THE BROKER

   
   

   1. You shall notify Funding Circle immediately if you breach or suspect you may be in breach of the terms of this Agreement.

      
      

   2. You hereby represent, warrant and undertake to Funding Circle that you:

      
      

      1. have the corporate authority to enter into this Agreement and to perform your obligations under it;

         
         

      2. comply, and will at all times comply, with this Agreement;

         
         

      3. are fully authorised by the FCA in relation to the regulated activities you perform and will carry on performing in relation to this Broker Agreement;

         
         

      4. have all policies and procedures in place which are required when dealing with any Borrowers or Finance Agreement which will be regulated by FCA, and you undertake to comply at all times with those policies and procedures; and

         
         

      5. have at all times acted in good faith and in the Borrower’s best interests including throughout your interaction and relationship with the Borrower and with Funding Circle in relation to the Funding Circle Platform, the Finance Application and Finance Agreement.

         
         

   3. You undertake to Funding Circle that you will:

      
      

      1. to the best of your knowledge, only supply information to Funding Circle about the Borrower that is true, accurate and not misleading;

         
         

      2. immediately disclose to Funding Circle any circumstances known by the Broker (including without limitation any claims, undisclosed liabilities, litigation, arbitration, court proceedings or investigations which are current, threatened, pending or otherwise reasonably likely to occur against the Borrower by any third party) that could or might result in a material adverse change in the Borrower's financial condition, business or affairs;

         
         

      3. when carrying out activities or acting in a capacity which is regulated by the FCA, promptly notify Funding Circle of:

         1. any changes to its FCA registration details or its authorised status, including, any changes to a Principal’s registration or authorised status (when acting as an Appointed Representative of that Principal); and

            
            

         2. any notice it receives from the FCA in relation to its activities or authorised status including, but not limited to, any threatened or pending enforcement action;

            
            

      4. ‌not undertake regulated activities outside of the scope of its permissions in connection with its activity under this Agreement;

         
         

      5. not, without limitation to Clause 8.3.4, refer Non-Targeted Customers to Funding Circle unless it is authorised by the FCA to do so, or it is an Appointed Representative of an authorised Principal;

         
         

      6. not transfer the details of the FC Account to another person or permit any other person to use the FC Account without Funding Circle’s written consent; and

         
         

      7. not amend or alter any of the information provided by the Borrower or Funding Circle in connection with the Finance Application, Finance Agreement or the Funding Circle Platform unless asked to do so in writing by the relevant person.

         
         

9. ‌THIRD PARTY INTRODUCERS

   
   

   1. If the Borrower is referred to the Broker by a Third Party Introducer, the Broker will:

      
      

      1. ‌prior to accepting any referral of a Borrower from a Third Party Introducer:

         
         

         1. conduct checks on the Third Party Introducer and where applicable its directors, members, shareholders, partners or proprietors in compliance with the Anti-Money Laundering Requirements;

            
            

         2. verify that the Third Party Introducer has the necessary authorisations and permissions (legal, regulatory or other) to make that referral of the Borrower to the Broker; and

            
            

         3. verify that the Third Party Introducer has carried out full and proper Borrower Due Diligence checks on the Borrower as required by this Agreement.

            
            

      2. remain fully and effectively liable for the acts or omissions of the Third Party Introducer;

         
         

      3. provide Funding Circle with the identity and contact details of the Third Party Introducer;

         
         

      4. provide Funding Circle with all other information, records or documentation it requests in relation to the Third Party Introducer and the Borrowers it refers; and

         
         

      5. enter into a written contract with the Third Party Introducer which: (i) ensures that the obligations of the Broker required by this Agreement are imposed on the Third Party Introducer; and (ii) prevents the Third Party Introducer further subcontracting its obligations.

         
         

   2. The Broker shall keep and maintain a record of all checks and verifications it conducts on the Third Party Introducer pursuant to clause 9.1.1 and shall promptly provide Funding Circle with a copy of those records when requested.

10. ‌TRADE MARK LICENCE

    
    

    1. ‌Each party hereby grants to the other party a limited, revocable, non-exclusive, non- transferable, non-sub-licensable licence for the term of the Agreement to use its Trade Mark in the UK to the extent necessary to fulfil its obligations under this Agreement.

       
       

    2. Each party shall comply with all brand and usage guidelines notified to it by the other party in respect of its Trade Mark from time to time.

       
       

    3. All goodwill arising from a party’s use of the other party’s Trade Mark shall vest absolutely in that other party and each party shall do what is necessary to effect this.

       
       

    4. Except as stated in clause 10.1, neither party shall obtain any title, rights, interests or licences whatsoever in respect of the other party’s Trade Mark.

       
       

11. ‌BRANDED INTERNET TRAFFIC

    
    

    1. The Broker shall not use Funding Circle’s name or branding (including any related domain names) to divert any branded internet traffic which would have directed a Borrower or prospective customer to Funding Circle’s website, to the Broker’s, its Affiliates or any third party’s landing page.

       
       

    2. The Broker shall not bid on any branded keywords relating to Funding Circle and Funding Circle products, including but not limited to Google Ads.

       
       

12. ‌DATA PROTECTION

    
    

    1. Funding Circle and the Broker will at all times comply with the Data Protection Requirements.

       
       

    2. The terms of this clause 12 are in addition to, and do not relieve, remove, or replace, either party’s obligations under the Data Protection Requirements.

       
       

    3. Each of Funding Circle and the Broker shall be independent Data Controllers of all Personal Data relating to the Borrower.

       
       

    4. Prior to disclosing to Funding Circle any Personal Data relating to the Borrower, the Broker shall:

       
       

       1. ‌provide the Borrower with its own notice or policy in relation to privacy and data protection, and comply with clause 6.13 of this Agreement; and

          
          

       2. without prejudice to clause 12.4.1, provide sufficient information to the Borrower to enable fair, transparent and lawful processing (including, without limitation, collection and sharing) of Personal Data for the purposes contemplated by this Agreement.

          
          

    5. Each party shall maintain complete, accurate and up-to-date written records of all categories of processing activities carried in relation to this Agreement.

       
       

    6. Each party shall promptly co-operate with and provide reasonable assistance, information and records to the other to assist that party with:

       
       

       1. compliance with the Data Protection Requirements;

          
          

       2. any communication received from a regulator or supervisory authority relating to the processing of Personal Data under this Agreement; and

          
          

    7. any request made by a data subject to exercise their rights under the Data Protection Requirements.

13. ‌SUSPENSION

    
    

    1. Funding Circle may suspend the Broker from making Introductions and using the FC Account if:

       
       

       1. Funding Circle suspects or reasonably determines that the Broker is in breach of any of the terms of this Agreement;

          
          

       2. any event occurs which would otherwise allow Funding Circle to terminate the Agreement under clause 14 (Termination);

          
          

       3. if Funding Circle suspects illegal or fraudulent activity has taken or is taking place; or

          
          

       4. there has been unauthorised use of the FC Account.

          
          

14. ‌TERMINATION

    
    

    1. Each of the Broker and Funding Circle may terminate this Agreement at any time by giving one month’s prior written notice to the other.

       
       

    2. Funding Circle may terminate this Agreement at any time and with immediate effect if any of the following occur:

       
       

       1. the Broker no longer satisfies or fulfils the Broker Eligibility Criteria;

          
          

       2. Funding Circle determines that the Broker has repeatedly Introduced Borrowers that default on the terms of any of the Finance Agreement;

          
          

       3. the Broker materially breaches any of the terms of this Agreement or commits any other breach but fails to rectify that breach within a reasonable time after being told by Funding Circle to do so;

          
          

       4. the Broker provides Funding Circle with any information or documentation which is false, a misrepresentation, fraudulent or otherwise compromises the relationship of trust and confidence between Funding Circle and the Broker;

          
          

       5. the Broker ceases to trade, is subject to any administration or insolvency proceedings or arrangements or potential administration or insolvency proceedings or arrangements;

          
          

       6. Funding Circle suspects that the Broker has disclosed details of the terms of Funding Circle’s offer to the Borrower to other finance providers;

          
          

       7. there is a change in ownership or control of the Broker;

          
          

       8. Funding Circle receives a complaint about the Broker which Funding Circle considers to be valid and material;

          
          

       9. Funding Circle discovers that someone other than the Broker is using or accessing the FC Account;

          
          

       10. the Broker uses the Funding Circle Platform for the purpose of canvassing, soliciting or enticing any person away from Funding Circle;

           
           

       11. if carrying out activities or acting in a capacity which is regulated by the FCA, the Broker’s FCA permissions or authorisations are amended or revoked, including (without limitation) permissions or authorisations of a Principal when acting as an Appointed Representative;

       12. the Broker fails to satisfy Funding Circle that any Third Party Introducer it appoints is acting appropriately and in a manner which is consistent with the terms of this Agreement or any applicable legislation or regulation;

           
           

       13. the Broker fails a review or audit undertaken by Funding Circle or any legal or regulatory authority;

           
           

       14. the Broker fails to pay Funding Circle any Commission which Funding Circle is entitled to recover from it pursuant to the terms of the Commission Letter; or

           
           

       15. the Broker, in the sole opinion of Funding Circle, brings or could bring Funding Circle’s business into disrepute or causes Funding Circle reputational damage.

           
           

15. ‌EFFECT OF SUSPENSION OR TERMINATION

    
    

    1. Any suspension or termination of this Agreement under clauses 13 (Suspension) or 14 (Termination) shall not affect the continuing obligations of the parties under this Agreement which arose prior to the suspension or termination of the Agreement and those obligations will remain in full force and with full effect.

       
       

    2. ‌Any monies due from one party to the other under the Agreement shall become immediately payable upon termination of the Agreement. Interest will accrue on any overdue amount at the rate of 3% above the Barclays Bank plc base rate from time to time calculated from the due date until the date of payment whether before or after suspension, termination or judgment.

       
       

    3. The Broker shall on demand pay to Funding Circle, monies due by way of damages or refund as appropriate, towards any charges, costs, expenses, liabilities and/or losses incurred by Funding Circle as a result of any suspension or termination of this Agreement by Funding Circle pursuant to Clause 15.2.

       
       

16. ‌FEES AND COMMISSION

    
    

    1. The level of Commission will be as detailed in the Commission Letter.

       
       

    2. The Broker shall keep accurate accounts and records of any Commission paid under a Finance Agreement for a minimum period of six years.

       
       

    3. If any dispute arises in relation to the amount of Commission payable by Funding Circle to the Broker, the dispute shall be referred to a mutually agreed auditor for settlement and that decision, save in the case of manifest error, shall be final and binding on both parties.

       
       

    4. The Broker must maintain a record of its compliance with this Clause 16

       
       

17. REVIEW, COOPERATION AND AUDIT

    
    

    1. Funding Circle or its authorised agents may review the Broker’s performance of its obligations set out in this Agreement or as against any Applicable Law or code of conduct, including the FCA handbook.

       
       

    2. In order to undertake a review, Funding Circle may, at its option, conduct an onsite audit at the Broker’s premises. Funding Circle will give the Broker at least 14 days’ written notice of an audit, except if an audit is required as a result of suspected fraud or breach of Applicable Law in which case no notice will be given.

       
       

    3. ‌The Broker shall cooperate fully with Funding Circle in relation to any audit and allow Funding Circle, its authorised agents, the FCA or other such legal authority a right of access to the Broker’s premises, facilities, systems, records and staff as may be reasonably required in order to:

       1. undertake verifications that the Introductions made to Funding Circle satisfy the Borrower Due Diligence requirements;

          
          

       2. ‌verify that all obligations of the Broker are being performed in accordance with this Agreement;

          
          

       3. check that the Broker has all relevant regulatory authorisations, licences, permissions, authorisations and consents necessary to carry out any activity under or incidental to the performance of its obligations required by this Agreement;

          
          

       4. to the best of the Broker’s ability, verify that the information supplied to Funding Circle in respect of any Borrower Introduced by the Broker is true and accurate;

          
          

       5. notwithstanding the generality of clause 17.3.2, verify the Broker’s compliance with clause 9 (Third Party Introducers); and

          
          

       6. check that the Broker is complying with its legal and regulatory obligations.

          
          

    4. In addition to any records that Funding Circle may reasonably require under clause 17.3, the Broker shall provide Funding Circle with the Review Information Requirements.

       
       

    5. If a review identifies that the Broker has:

       
       

       1. failed to perform its obligations under the this Agreement, or its legal and regulatory obligations;

          
          

       2. failed to act in the Borrower’s best interests;

          
          

       3. has acted in a position of conflict;

          
          

       4. has failed to comply with any obligations of the Broker arising under clause 9 (Third Party Introducers) of this Agreement;

          
          

       5. failed to take any remedial action required by Funding Circle for breach of this Agreement; or

          
          

       6. failed to produce information, documentation or records, to Funding Circle when requested,

          
          

    6. Funding Circle may, at its absolute discretion, suspend or terminate this Agreement or increase the level of monitoring until such time it is satisfied with the Broker’s performance of its obligations required by this Agreement.

       
       

18. ‌NON-AGENCY/NO PARTNERSHIP

    
    

    1. The Broker shall have no authority and will not:

       
       

       1. hold itself out as having authority (whether express, implied, apparent or ostensible) to act as the agent of Funding Circle; and

          
          

       2. make any representation, undertaking or warranty on behalf of Funding Circle neither to bind Funding Circle in any respect when carrying out its obligations or receiving any benefits under this Agreement.

          
          

    2. Nothing contained in this Agreement shall constitute, or be deemed to constitute, a partnership or joint venture between Funding Circle and the Broker.

    3. The Broker shall not hold itself out or purport to act as Funding Circle’s agent in the course of any of its contact with a Borrower including, but not limited to, in relation to any negotiations with a Borrower prior to or after entry by that Borrower into any Finance Agreement.

       
       

19. ‌PUBLIC ANNOUNCEMENTS

    
    

    The Broker nor any of its Affiliates and or Representatives shall (orally or in writing) publicly disclose, issue any press release or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement without obtaining prior consent from Funding Circle, except if and to the extent that the Broker is required to make any public disclosure or filing regarding this matter of this Agreement by Applicable Law. In the event of such disclosure, the Broker shall consult with Funding Circle regarding the substance of the disclosure and provide Funding Circle with a reasonable timeframe to review and comment on the disclosure.

    
    

20. ‌LIABILITY AND INDEMNITY

    
    

    1. The Broker irrevocably and unconditionally agrees to indemnify and keep indemnified Funding Circle in full on demand from and against all and any losses, damages, liabilities, actions, claims, proceedings, costs, expenses and demands whatsoever (including without limitation, legal and other professional fees and expenses) incurred by Funding Circle as a result of or in relation to any of the following:

       
       

       1. any breach by the Broker of any of its obligations or warranty given in this Agreement;

          
          

       2. any fraud, fraudulent misrepresentation or negligent misrepresentation committed by the Broker or its Third Party Introducers;

          
          

       3. any fraud, fraudulent misrepresentation or negligent misrepresentation committed by the Borrower, which it suspects or ought to suspect based on the information available to the Broker;

          
          

       4. any failure by the Broker to comply with any law, statute, regulation, code of conduct or other such relevant legal requirements;

          
          

       5. any claim made against Funding Circle by the Borrower as a result of any breach by the Broker of the terms of this Agreement;

          
          

       6. any loss resulting from the disclosure or misuse of the FC Account or its related information; and

          
          

       7. any loss, including payment of compensation to a third party and its expenses in settling such third party claim, arising out of or in connection with any failure by the Broker to comply with its obligations under clause 6.13.

          
          

    2. Funding Circle shall not be liable to the Broker for any loss or damage which the Broker may suffer in connection with this Agreement or using the services provided through the Funding Circle Platform, including without limitation loss of Commission, loss of profits or loss of revenue, except where such loss or damage arises directly from Funding Circle’s breach of this Agreement or was caused by negligence, wilful default or fraud by Funding Circle or its employees.

       
       

    3. Funding Circle shall not be responsible for any breach of this Agreement arising from circumstances outside its reasonable control.

       
       

    4. Funding Circle’s total liability to the Broker in connection with this Agreement and the Broker’s use of the services provided through the Funding Circle Platform shall not exceed £10,000.

21. ‌CONFIDENTIALITY

    
    

    1. ‌Each party to this Agreement may from time to time disclose or make available directly or indirectly Confidential Information (“Disclosing Party”) to the other (“Recipient”).

       
       

    2. The Recipient undertakes to the Disclosing Party:

       
       

       1. not use the Confidential Information directly or indirectly to procure a commercial advantage over the Disclosing Party or a commercial disadvantage to the Disclosing Party.

          
          

       2. not seek to obtain any protection of the Intellectual Property Rights contained in the Confidential Information;

          
          

       3. to maintain the confidentiality of Confidential Information and use the same degree of care to prevent disclosure of it as it would use with respect to its own most confidential and proprietary information and in any event no less than a reasonable standard of care; and

          
          

       4. to ensure that access to Confidential Information is limited to those employees, agents and contractors on a ‘need to know’ basis, subject to such persons being under an obligation of confidence.

          
          

    3. Included within the definition of Confidential Information and as part of its obligations in relation to Confidential Information in this clause 21 the Broker agrees to keep confidential:

       
       

       1. the terms of this Agreement; and

          
          

       2. any and all confidential information that it may acquire in relation to the business or affairs of the Disclosing Party.

          
          

    4. The parties shall not use the Confidential Information for any purpose other than to perform its obligations under this Agreement.

       
       

    5. ‌If the Broker commits any act of bad faith including, but not limited to, misconduct, fraudulent behaviour, dishonesty or deception, which poses a risk to customers and/or the integrity of Funding Circle (as reasonably determined by Funding Circle), then Funding Circle will have the right to disclose any and all data, including confidential data, to third parties as relevant and as a matter of public interest.

       
       

    6. Funding Circle’s right to disclose data under clause 21.5 shall prevail over any duty or obligation of confidentiality owed by Funding Circle to the Broker, whether or not such duty or obligation is expressed or implied, direct or indirect, unless otherwise stated by law.

       
       

    7. The obligations of the parties as set out in this clause 21 shall not apply to any information that:

       
       

       1. is publicly available or becomes publicly available other than through an act or omission of the Broker; or

          
          

       2. either party is required to disclose by law or by order of a court of competent jurisdiction.

          
          

    8. If either party is required to disclose any Confidential Information by any law or regulation or a court of competent jurisdiction or any governmental or regulatory authority it shall, to the extent legally possible:

       
       

       1. give the Disclosing Party prior written notice of the information proposed to be disclosed;

       2. consult with the Disclosing Party as to possible steps to avoid or limit disclosure and take those steps (at the other party’s cost) where it would not result in significant adverse consequences to the disclosing party;

          
          

       3. disclose to that third party only the minimum amount of information consistent with the satisfaction of the obligation to make such disclosure; and

          
          

       4. obtain appropriate confidentiality undertakings from the third party.

          
          

    9. Should either party breach the provisions of this clause 21, the other party may suspend or terminate this Agreement and seek unlimited damages from the other as compensation both before and after suspension or termination of this Agreement.

       
       

22. ‌ANTI-BRIBERY AND CORRUPTION

    
    

    1. Each party shall comply with all Applicable Law relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010.

       
       

    2. Each party represents and warrants to the other that it has, and will maintain for the duration of this Agreement, policies and processes that seek to ensure compliance with the Bribery Act 2010.

       
       

    3. Each party shall and shall procure that persons associated with it or other persons who are performing services in connection with this Agreement shall comply with the Bribery Act 2010 and its own corporate policies in that regard.

       
       

23. ‌MISCELLANEOUS AND GENERAL

    
    

    1. Survival: termination or expiry of this Agreement shall be without prejudice to any provision which expressly or by implication is intended to survive termination or expiry, including the provisions of Clauses 1 (Introduction), 5 (Broker Professional Standards), 10 (Trade Mark Licence), 11 (Branded Internet Traffic), 12 (Data Protection), 13 (Suspension), 14 (Termination), 15 (Effect of Suspension or Termination), 18 (Non-Agency/No Partnership), 19 (Public Announcements), 20 (Liability and Indemnity), 21 (Confidentiality), 22 (Anti-Bribery and Corruption), 23 (Miscellaneous and General) and Schedule 1 (Definitions and Interpretation).

       
       

    2. Conflicts: if there is any conflict between the terms of clauses 1 to 23 of this Agreement and the terms of its Schedules, the terms of clauses 1 to 23 shall take precedence.

       
       

    3. Further Assurance: each of the parties shall perform all acts, and sign, execute and deliver all documents, as may be reasonably required for the purpose of giving full effect to this Agreement and shall procure that necessary third parties shall also do so.

       
       

    4. Counterparts: this Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.

       
       

    5. Severance: the invalidity or unenforceability of any provision within this Agreement will not affect the validity or enforceability of any other provision and any invalid or unenforceable provision will be deemed to be severed from this Agreement.

       
       

    6. Waiver: the delay in, release or partial release of, or the failure to, enforce any of the provisions of this Agreement by Funding Circle at any time or for any period will not release or exonerate or in any way affect the liability of the Broker or constitute a waiver of any term in this Agreement.

       
       

    7. Entire Agreement: this Agreement, including any attachments or referenced documents, forms the entire agreement between the parties relating to its subject matter. It supersedes and replaces any earlier agreements, representations or discussions. Each party acknowledges

       that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of (whether in negligence or otherwise) a representation or warranty that is not in this Agreement except in the case of fraud.

       
       

    8. ‌Variations: Funding Circle may, from time to time, be required to unilaterally vary the terms of this Agreement in order to comply with a statutory or legal requirement or business requirement.

       
       

    9. Subject to clause 23.8, Funding Circle reserves the right to unilaterally vary the terms of this Agreement on 14 days’ prior written notice of any proposed variation it intends to make. Brokers who continue to Introduce Borrowers to Funding Circle after any variation comes into effect will be deemed to have accepted and be bound by such variation

       
       

    10. Assignment: the Broker shall not without Funding Circle’s consent, which shall not be unreasonably withheld:

        
        

        1. assign, novate, mortgage, declare a trust in or otherwise transfer or otherwise deal in any manner with all or any of its rights or obligations under this Agreement or any part thereof; or

           
           

        2. save for as permitted by clause 9, sub-contract or delegate any of its obligations under this Agreement to any third party.

           
           

    11. Notices: any notices to be given under this Agreement by:

        
        

        1. the Broker to Funding Circle shall be sent by email to legal-uk@fundingcircle.com; or

           
           

        2. Funding Circle to the Broker shall be sent by email to the email address registered for the relevant FC Account.

           
           

    12. Third party rights: nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement which that third party would not have had but for the Contracts (Rights of Third Parties) Act 1999.

SCHEDULE 1

DEFINITIONS AND INTERPRETATION

1. The following definitions and rules of interpretation apply in this Agreement.

   
   

   Affiliate (s)	means an entity that controls, is controlled by, or is under common control, with the Broker;
   Agreement	means this agreement and any appendices or schedules including the Commission Letter as may be amended or updated from time to time;
   Anti-Money Laundering Requirements	means, in each case as in force time to time, the Proceeds of Crime Act 2002 (as amended by the Serious Organised Crime and Police Act 2005), the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Terrorism Act 2000 (as amended by the Anti-Terrorism, Crime and Security Act 2001 and Terrorism Act 2006), the UK sanctions regime under the Sanctions and Anti-Money Laundering Act 2018 and/or such other relevant legislation, regulation or guidance;
   Funding Circle API Services	means the proprietary application programming interface and services made available by Funding Circle to the Broker through which Borrowers (or the Broker for or on behalf of Borrowers) can submit a Finance Application;
   Applicable Law	means all applicable law, enactments, regulations, regulatory policies, regulatory guidelines, industry codes, regulatory permits and regulatory licences, in each case which are in force from time to time;
   Appointed Representative	shall have the meaning given to it in the FCA handbook;
   Borrower	a business under any Finance Agreement or, as applicable, a business that, either directly or via a Broker, submits a Finance Application using the Funding Circle Platform;
   Borrower Data	means any and all information in relation to a Borrower, including any Personal Data of the Borrower’s directors and shareholders and, if applicable, any Guarantors, that is provided by the Broker on behalf of a Borrower as part of an Introduction;
   Borrower Due Diligence	due diligence conducted by Funding Circle on a Borrower and its beneficial owners, including identity verification, ‘know your customer’ and sanction screening checks required under Anti-Money Laundering Requirements, and personal and commercial credit checks, in each case as amended by Funding Circle from time to time;
   Borrower Terms and Conditions	the terms and conditions that govern the relationship between a Borrower and Funding Circle, as amended or replaced from time to time;
   Broker	means the person(s) or their Representatives (acting as a sole trader) or the company (its Representatives, employees, agents or contractors who act on its behalf) who use the Funding Circle Platform to Introduce Borrowers to Funding Circle for the purpose of obtaining Finance and to whom this Agreement applies without limitation;
   Broker Data	means any data transmitted by the Broker to Funding Circle through the Funding Circle API Services including Borrower Data;
   Broker Eligibility	the criteria set out in paragraph 1 of Schedule 2 as may be amended by Funding Circle from time to time and which the Broker must satisfy to become and remain a Broker for the purposes of this Agreement;
   Broker Portal	means the online interface accessible on the Funding Circle Platform by a Broker using their FC Account details where they can submit Finance Applications for or on behalf of a Borrower;
   Commencement Date	means the earlier of (i) the date the Broker accepts these Broker Terms and Conditions and (ii) the date the Broker refers a Borrower to Funding Circle;
   Commission	the amount payable to an Broker on and subject to the terms and conditions of this Broker Agreement and the Commission Letter;
   Commission Letter	means the side letter between the Broker and Funding Circle relating to the commission structure between the parties
   Confidential Information	means all information (whether in written, electronic or oral form) relating to Funding Circle’s business, technology, know-how or Intellectual Property Rights, whether or not it is marked as such, received by the Broker from Funding Circle directly or indirectly, through any means of communication, observation or use of services and includes the terms and conditions of this Agreement, and all passwords and access details for the Funding Circle API Services (as applicable);
   Data Controller	has the meaning ascribed to it the Data Protection Requirements;
   Data Protection Requirements	means: applicable legislation protecting the Personal Data of natural persons, including in particular the Data Protection Act 2018, together with binding guidance and codes of practice issued from time to time by relevant supervisory authorities; and Privacy and Electronic Communications (EC Directive) Regulations 2003, SI 2003/2426, and any laws or regulations implementing Directive 2002/58/EC;
   Disclosing Party	is as defined in clause 21.1;
   Feedback	means suggestions for improvements or changes to the Funding Circle API Services (or other services) provided by the Broker to Funding Circle from time to time;
   FC Account	means the account which the Broker is required to set up once approved as a Broker as set out in paragraph 2 of Schedule 2.
   FCA	the Financial Conduct Authority and any successor or additional supervisory authority exercising a similar or equivalent role and applicable to the Broker, Funding Circle or the subject matter of this Broker Agreement;
   Finance	any loan, credit, asset finance or any other form of finance offered or made available to the Borrower via the Funding Circle Platform from time to time;
   Finance Application	an application for any Finance made by or on behalf of a Borrower;
   Finance Agreement	means any agreement relating to any Finance, entered into by the Borrower with Funding Circle or any third party as a result of an Introduction to Funding Circle in accordance with this Agreement including any ancillary documents, particulars or notifications that form part of the arrangement that may be required by FC or a third party such as Personal Guarantees, indemnities or other forms of security.
   Guarantor	means any person who has entered into a Personal Guarantee guaranteeing the obligations of the Borrower arising under or in relation to a Finance Agreement
   Intellectual Property Rights	means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, logos, service marks, design rights, rights in get-up, database rights, domain names and all similar rights and, in each case: whether registered or not; including any applications to protect or register such rights; including all renewals and extensions of such rights or applications; whether vested, contingent or future; and wherever existing;
   Introduction(s) Introduces Introduced	means putting into communication and/or contact with each other and/or by referral the Borrower and Funding Circle for the purposes of the Borrower borrowing through the Funding Circle Platform;
   Non-Targeted Customers	means (i) sole traders and partnerships of three (3) or fewer partners (excluding limited liability partnerships); and (ii) any businesses not incorporated in and operating from the UK;
   Personal Data	has the meaning ascribed to it the Data Protection Requirements;
   Personal Guarantee	a guarantee entered into by a Guarantor for the purposes of guaranteeing the obligations of the Borrower a Finance Agreement;
   Principal	as defined in the FCA handbook;
   Privacy Policy	Funding Circle’s privacy policy which is accessible here: https://www.fundingcircle.com/uk/legal/privacy-policy/ as updated and amended from time to time;
   Recipient	is as defined in clause 21;
   Referral Channel	means the Broker Portal, the Funding Circle API Services, or any other means of submitting an Finance Application for or on behalf of a Borrower as authorised by Funding Circle from time to time;
   Representative(s)	means a person or persons who have been authorised to act on behalf of the Broker;
   Review Information Requirements	the information to be supplied by the Broker to Funding Circle during a review outlined in Schedule 4, as may be updated and amended by Funding Circle from time to time;
   Third Party Introducer	means an introducer who has not contracted directly with Funding Circle but who introduces Borrowers to the Broker for Introductions to Funding Circle;
   Trade Mark	means the trade marks or other branding of a party to this Agreement as publicly available or communicated by that party to the other party from time to time;
   UK	includes England, Wales, Scotland and Northern Ireland and excludes the Channel Islands and the Isle of Man;
   Website	https://www.fundingcircle.com/uk/ and the Funding Circle mobile app.

   
   

2. In this Agreement, unless inconsistent with the context or otherwise specified:

   
   

   1. reference to a statute or statutory provision is a reference to it as amended, extended or re- enacted from time to time;

      
      

   2. reference to writing or written includes email; and

      
      

   3. references to clauses, appendices, schedules or side letters are to clauses, appendices, schedules or side letters of this Agreement as may be updated or amended from time to time by Funding Circle.

SCHEDULE 2

1. BROKER ELIGIBILITY CRITERIA

   
   

   1. Unless Funding Circle expressly agrees otherwise in writing, the Broker must, for the duration of this Agreement:

      
      

      1. be actively trading as a business and have a continuous trading history of not less than two years;

         
         

      2. be either a sole trader, partnership, limited liability partnership (LLP) or limited company registered at Companies House, with its main place of business or residence (as applicable) in the UK;

         
         

      3. have a valid bank or building society account in the UK;

         
         

      4. have and maintain all relevant regulatory permissions and authorisations to carry out the activities contemplated by this Broker Agreement;

         
         

      5. have at least 50% of its partners, LLP members or directors (as applicable) permanently residing in the UK and the Broker business center of main interests in the UK;

         
         

      6. not have any outstanding county court judgments of £250 or more,

         
         

   2. The Broker, its directors, members, shareholders, partners or proprietors must meet Funding Circle’s minimum credit and risk criteria. In order to conduct a credit check, Funding Circle will disclose information relating to the Broker, including Personal Data relating to its directors, members, shareholders, partners or proprietors, to a third party credit reference agency.

      
      

2. FC ACCOUNT

   
   

   1. Prior to making an Introduction to Funding Circle, the Broker shall create and maintain an FC Account.

      
      

   2. In relation to the FC Account, the Broker shall:

      
      

      1. keep all information held on the FC Account up to date and valid;

         
         

      2. keep the FC Account username, password and security information secure and confidential;

         
         

      3. remain responsible for all activity on or through the FC Account and any other activity that uses the Broker username, password or security information even if that activity has not been authorised by the Broker;

         
         

      4. ensure that no unauthorised person can access or use the FC Account;

         
         

      5. not adapt, circumvent or otherwise interfere with the FC Account, nor access the Funding Circle Platform other than by using the credentials assigned to the Broker; and

         
         

      6. ensure that any person it authorises to use the FC Account (with Funding Circle’s written consent) fully understands the Broker obligations under this Agreement.

         
         

   3. Funding Circle will assume that all correspondence, orders, transfers and instructions made using the Broker username and password are made by or authorised by the Broker.

   4. Funding Circle reserves the right not to act on the Broker instruction where it suspects that the person using the Broker’s FC Account is not the Broker, or not authorised by the Broker, or if Funding Circle suspects illegal or fraudulent activity.

      SCHEDULE 3

      VULNERABLE BORROWERS

      1. A vulnerable Borrower is a Borrower that, due to personal circumstances, is especially susceptible to detriment, particularly when a firm is not acting with appropriate levels of care.

         
         

      2. It is the responsibility of the Broker to use best endeavours to establish whether a Borrower is vulnerable in a manner which maintains the Borrower’s dignity.

         
         

      3. Particular care should be taken when introducing sole traders or partners to Funding Circle because these categories of persons are of a greater risk of being vulnerable. It is less likely to apply to those operating within a corporate entity, although directors, shareholders and personal Guarantors may also be vulnerable.

         
         

      4. The following factors can increase the risk of vulnerability and should be considered by the Broker when making any Introduction:

         
         

         1. mental incapacity;

            
            

         2. age, being either old or young;

            
            

         3. learning difficulties including Dyslexia;

            
            

         4. alcohol or drug dependency, or an addiction to gambling;

            
            

         5. language difficulties;

            
            

         6. visual or hearing impairment;

            
            

         7. mental health, which can include depression and anxiety;

            
            

         8. physical health issues that require medication, or terminal illness;

            
            

         9. particular life events, such as bereavement, separation or divorce, loss of employment, victims of domestic violence, supporting disabled family members;

            
            

         10. family members of those on active service; or

             
             

         11. financial difficulties.

      
      

      This list is not exhaustive and there may be other examples of vulnerability. The circumstances listed here may also affect each Borrower differently and vary in degree. Simply experiencing one or more of the circumstances listed does not mean that a Borrower will automatically be considered to be vulnerable and the Broker must not make assumptions on vulnerability.

      SCHEDULE 4

      REVIEW INFORMATION REQUIREMENTS

      During a review or audit, the Broker shall, if requested, provide Funding Circle with records to confirm:

      1. the most recent accounts, management information and structure charts of the Broker;

         
         

      2. the authority given by each Borrowers for the Broker to act on its behalf, including the scope of that authority;

         
         

      3. compliance with Clause 16 (Fees and Commission) and the terms of the Commission Letter; and

      4. any other information reasonably required by Funding Circle to conduct the review.

      SCHEDULE 5

      FUNDING CIRCLE API SERVICES

      This Schedule 5 governs the rights and obligations of the parties in relation to the Funding Circle API Services.

      
      

      1. DEFINITIONS AND INTERPRETATION

         
         

         1. Unless expressly stated otherwise, in this Schedule 5:

            
            

            API	means the application programming interface made available by Funding Circle to the Broker to enable Borrowers (or the Broker on behalf of Borrowers) to apply for Funding Circle products;
            Funding Circle API Services	has the meaning given to in in Schedule 1 (Definitions and Interpretation);
            Feedback	means suggestions for improvements or changes to the Funding Circle API Services (or other services) provided by the Broker to FC from time to time; and
            Broker Data	means any data transmitted by the Broker to FC through the FC API Services including any Borrower Data.

            
            

      2. ‌GRANT OF LICENCE

         
         

         Funding Circle grants the Broker a limited, non-exclusive, non-transferable, non-sub-licensable, revocable licence to use the Funding Circle API Services for the sole purpose of introducing Borrowers to Funding Circle through the Funding Circle API Services.

      3. USE OF THE SERVICES

      
      

      1. The Broker may only access and use the Funding Circle API Services for the express purpose set out in this Schedule 5.

         
         

      2. Except as expressly permitted under this Schedule 5, the Broker shall not (and shall not allow anyone else to):

         
         

         1. copy, download, reproduce, publish, distribute or redistribute any part of the Funding Circle API Services;

            
            

         2. commercially exploit the Funding Circle API Services other than as contemplated by this Agreement;

            
            

         3. reverse engineer, decompile or otherwise alter the Funding Circle API Services (in whole or part);

            
            

         4. permit any (direct or indirect) use of the Funding Circle API Services (or any part) by any third party without Funding Circle’s written permission;

            
            

         5. create derivative works or improvements based on any software or applications used by or on behalf of Funding Circle to provide the Funding Circle API Services;

         6. permit the Funding Circle API Services (or any part) to become incorporated into any other program or service or to be combined or merged with any other program;

            
            

         7. remove, alter, or cover up any trade mark, service mark, copyright and other proprietary notices contained in the Funding Circle API Services or the portal through which the services are accessed;

            
            

         8. release, publish or make available any results of its evaluation of the Funding Circle API Services publicly or to any third party;

            
            

         9. use the Funding Circle API Services (directly or indirectly) to store, transmit or process any virus, disabling code or destructive programming;

            
            

         10. use the Funding Circle API Services (directly or indirectly) for any purpose or in any manner that:

             
             

             1. is unlawful under any Applicable Law;

             2. is in breach of this Agreement;

             3. disrupts, disables, interferes with or otherwise impedes in any manner the operation of the Funding Circle API Services (in whole or in part); or

             4. infringes the Intellectual Property Rights of third parties.

                
                

      3. The Broker must (and procure that each of its users must) maintain all login credentials for access to the Funding Circle API Services (including usernames and password) in confidence.

         
         

      4. The Broker remains fully responsible for all use of and access to the Funding Circle API Services using the user credentials (whether authorised or not).

         
         

      5. Funding Circle reserves the right to limit the number of users permitted access to the Funding Circle API Services from time to time.

         
         

      6. The Broker shall provide all information and assistance reasonably requested by Funding Circle to verify that its use of the Funding Circle API Services is in accordance with this Agreement.

      
      

3. INDEMNIFICATION

   
   

   The Broker shall indemnify, keep indemnified and hold harmless Funding Circle from and against any losses, claims, damages, liability, costs (including, without limitation, all legal and other professional fees) and expenses incurred by us as a result of use of the Funding Circle API Services by the Broker other than in accordance with this Schedule 5.

4. INTELLECTUAL PROPERTY RIGHTS

   
   

   1. All Intellectual Property Rights in and to the Funding Circle API Services (including, among other things, in all associated documentation, software, applications and data belong to and shall remain vested in Funding Circle or the relevant third party owner and nothing in this Agreement shall operate to grant the Broker any additional rights in or to the Funding Circle API Services except for the Broker’s right to use the Funding Circle API Services as expressly granted at paragraph 2 of this Schedule 5.

      
      

   2. The Broker acknowledges and agrees that the Funding Circle API Services contain confidential and proprietary information and the Broker shall not conceal, modify, remove, destroy or alter in any way any proprietary markings on or in the Funding Circle API Services or related documentation.

   3. ‌To the extent that the Broker acquires any Intellectual Property Rights in the Funding Circle API Services, the Broker shall assign those Intellectual Property Rights to FC (or any third party nominated by FC) with full title guarantee (including by way of present assignment of future Intellectual Property Rights).

      
      

   4. The Broker shall (at any time, including after termination or expiry of the remainder of this Agreement) execute all such documents and do such things as Funding Circle may consider necessary to give effect to paragraph 4.3 of this Schedule 5.

      
      

5. MODIFICATIONS

   
   

   1. Funding Circle reserves the right to modify the Funding Circle API Services at any time for any reason and where possible, shall give the Broker prior notice before any modifications or enhancements are implemented.

      
      

   2. All Intellectual Property Rights in any modifications or enhancements made to the Funding Circle API Services shall vest in Funding Circle upon creation.

      
      

   3. Notice of any modifications to the Funding Circle API Services will be recorded on the change- log published on the Website from time to time.

      
      

6. ‌FEEDBACK

   
   

   1. Funding Circle may use Feedback without any obligation to compensate the Broker for the same.

      
      

   2. The Broker hereby assigns all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights), and with waiver of all moral rights, to Funding Circle at the time such Feedback is first provided and shall execute all such documents and do such things as Funding Circle may consider necessary to give effect to this paragraph 6 of this Schedule 5.

      
      

7. BROKER DATA

   
   

   1. The Broker may only use any part of the Funding Circle API Services to process Broker Data with the consent of the individual who is authorised to act on behalf of the Borrower and only for the limited purposes for which that consent is given.

      
      

   2. The Broker shall ensure that it has the right to use and share Broker Data in accordance with Applicable Law, and for Funding Circle to use all Broker Data in connection with the Funding Circle API Services.

      
      

   3. The Broker shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Broker Data.

      
      

   4. The Broker acknowledges and accepts that Funding Circle:

      
      

      1. will use and retain any Broker Data it receives in connection with the API Services for the purposes set out Funding Circle’s Privacy Policy and the Borrower Terms and Conditions;

         
         

      2. may delete or otherwise remove, or suspend access to any Broker Data and/or disclose Broker Data as required by Applicable Law and, to the extent it is legally permitted to do so; and

      3. is not obliged to provide the Broker with any assistance in extracting, transferring or recovering any data whether during or after its use of the Funding Circle API Services and the Broker acknowledges and agrees that it is solely responsible for taking appropriate measures to back up and make any required copies of any Broker Data and any other measures to provide or recover any Broker Data.

   5. Funding Circle may monitor, collect, store and use any information in, about the Broker’s use of the Funding Circle API Services, or the Broker Data (including, without limitation, information on the Broker’s performance and use) to monitor for or detect breaches of this Agreement, to identify errors and for the maintenance, development and improvement of the Funding Circle API Services.

      
      

8. SYSTEMS AND SECURITY

   
   

   1. The Broker is responsible for the operation, maintenance and security of its system, network connections and telecommunications links to the Funding Circle API Services and all problems relating to them or caused by the internet.

      
      

   2. The Broker shall take all reasonable steps to secure the Funding Circle API Services from infringement, misappropriation and unauthorised access and prevent the introduction of any virus or vulnerability into Funding Circle’s network and information systems via its use of the API or otherwise.

      
      

9. WARRANTIES

   
   

   1. The Broker acknowledges and accepts that the Funding Circle API Services are provided on an ‘as is’ and ‘as available’ basis, and Funding Circle gives no warranties or undertakings:

      
      

      1. that the Funding Circle API Services will be uninterrupted or error free, secure, or suitable for its intended use;

         
         

      2. about any data or results obtained or retrieved by the Broker through the Funding Circle API Services; or

         
         

      3. that the Funding Circle API Services are compatible with any software, system or equipment.

         
         

   2. The Broker warrants and undertakes that its use of the Funding Circle API Services will not breach any Applicable Laws, including the Data Protection Requirements, nor will it infringe the rights of any third party.

      
      

   3. Funding Circle shall not be liable for, or required to remedy, any problem arising from:

      
      

      1. any modification made to any part of the Funding Circle API Services by anyone else without Funding Circle’s express prior written consent;

         
         

      2. any defect or error caused by any equipment or software used in connection with the Funding Circle API Services; or

         
         

      3. any virus, disabling code or destructive programming affecting the Broker’s data or systems.

   4. Subject to the express terms set out in this Agreement and to the maximum extent permitted by Applicable Law, Funding Circle disclaims all other warranties, terms and conditions, either express, implied or statutory in relation to the Funding Circle API Services.

      
      

10. SUSPENSION OR TERMINATION OF THE FUNDING CIRCLE API SERVICES

    
    

    1. The Broker may terminate its use of the API Services at any time for convenience by written notice to Funding Circle.

       
       

    2. Funding Circle may in its sole discretion refuse to grant the Broker access to the Funding Circle API Services, or suspend or terminate its use of the Funding Circle API Services (in whole or in part). Where possible, Funding Circle shall notify the Broker of the suspension or termination of the Funding Circle API Services but reserves the right to do this without notice to the Broker.

       
       

    3. Immediately on termination by Funding Circle of the Broker’s use of the Funding Circle API Services (for any reason), the rights granted to the Broker under this Schedule 5 will terminate and the Broker will (and will procure that each of its users will) stop using the Funding Circle API Services.

       
       

11. VARIATIONS

    
    

    1. Funding Circle may amend the terms applicable to the Funding Circle API Services set out in this Schedule 5 or other documents referred to in it from time to time and will notify the Broker of these changes.

       
       

    2. Any changes made by Funding Circle to this Schedule 5 will not have retrospective effect and will take effect after the Broker has received notice.