1. Applicant means a person or persons applying for any product or service offered by us;

Transcription

1 Intermediaries Online Website and Introducer Conditions 1. General 1. It is important that you read and understand these conditions before you start to use this website. By confirming your acceptance you are accepting these conditions in their entirety. We recommend that you print a copy of these conditions for your reference. 2. We may amend these conditions at any time without notice. Your use of this website after such amendment will be subject to these conditions as amended. The products and services advertised on this website are subject to availability, and may be withdrawn or amended without notice. 3. Information on this website about products is provided for the benefit of United Kingdom and Isle of Man residents only. We reserve the right to decline any application for any product from anyone resident in any other jurisdiction. 2. Scope 1. These conditions set out the terms upon which you may use this website, and upon which we will deal with you when you introduce an Applicant to us. They do not apply to applications you introduce to any other part of the Lloyds Banking group (where other terms may apply). 2. We reserve the right not to accept an Application or Applications submitted by you, for any reason, and without giving any explanation. 3. You are an intermediary and as such you are responsible for your actions and advice, including any advice you give any Applicant about their Application. 4. You are responsible for advising applicants that data will be transmitted electronically and that you may track progress of their application electronically. 5. You must tell us: 1. if your consumer credit licence is withdrawn; 2. if you are investigated for breach of the Financial Services Markets Act 2000; 3. if your registration with the Financial Conduct Authority (and if relevant the Prudential Regulation Authority) terminates for any reason; 4. if you are investigated for a breach of a regulatory body rules or have membership of a regulatory body terminated. 3. Definitions In these conditions, the following definitions apply: 1. Applicant means a person or persons applying for any product or service offered by us; 2. Application means any application for a mortgage, personal loan or other product or service from us that you send to us on behalf of an Applicant; 3. we, us, and our means Bank of Scotland plc, Registered in Scotland No. SC Registered Office: The Mound, Edinburgh EH1 1YZ;

2 4. Lloyds Banking group means the Lloyds Banking Group plc (registered number SC095000) whose registered office is at The Mound Edinburgh EH1 1YZ and any holding companies or subsidiary undertakings (as such terms are defined in the Companies Act 2006) of it or of any such holding company, in each case from time to time and a Lloyds Banking Group Company shall mean any such company. 5. you and your means the sole principal, partnership, limited liability partnership, or company who introduces an Applicant to us and any individual applying to register to use this website; 6. Company means the sole principal, partnership, limited partnership, by which you are employed; 7. Supervisor means the nominated person(s) within a Company that will authorise access for consultants and administrators within that Company and none other. They will NOT be authorised to submit business on behalf of the Company; 8. Supervisor Consultant means the nominated person(s) within a Company that will authorise access for consultants and administrators within that Company and none other. They will also be authorised to submit business on behalf of the Company; 9. Consultant means the person(s) within the Company who will submit business on behalf of the Company; 10. Administrator means the person(s) within the Company who are able to review business on a read only basis on behalf of a consultant(s) employed by the same Company; 11. Users means users of this website. 4. User Role As part of the registration process you will be required to select one of the roles defined in paragraph 3 above: Supervisor Supervisor Consultant Consultant Administrator The responsibilities for each of these roles is defined below: 4.1 Supervisor By registering as supervisor for your Company you are accepting responsibility for the ECommerce User rights within your Company. This includes: 1. authorising other Users within your Company to use the Website at the correct role level; 2. ensuring that all Users within your Company register for your Company and none other; 3. ensuring that your address and those of Users registered for your Company given to us are correct; 4. ensuring that only Users, which we have not given you notice off as being persons we regard as unsuitable and who your Company deems suitable to submit business, are registered as Consultants. As a Supervisor you will not be authorised to submit business personally;

3 5. authorising Users within your Company to change roles where you deem appropriate; 6. immediately deleting Users who leave your Company or who will become temporarily inactive for a period of longer than 60 days for any reason, including maternity leave; 7. ensuring that there are sufficient Supervisors within your Company to maintain all Users registered and that at least One Supervisor or Supervisor Consultant is registered for your Company at all times; 8. ensuring that any Company personnel registered are aware of and adhere to their responsibilities as outlined in this section of the Terms and Conditions. 4.2 Supervisor Consultant By registering as Supervisor Consultant for your Company you must comply with all conditions listed under the paragraphs 4.1 and 4.3. In addition: 1. you are accepting responsibility for submitting business on behalf of your Company and monitoring the progress of that business; 2. you may authorise suitable personnel within your Company to become Administrator for you and, on your behalf, to monitor progress of business submitted by you. 4.3 Consultant By registering as Consultant for your Company you are accepting responsibility for: 1. ensuring you register for your Company and none other; 2. submitting business on behalf of your Company and monitoring the progress of this business; 3. ensuring that your address given to us is correct; 4. ensuring that your personal details given to us are up to date and correct; 5. authorising suitable personnel within your Company to become Administrator for you and, on your behalf, to monitor progress of business submitted by you. 4.4 Administrator By registering as Administrator for your Company you are not authorised to submit business, but you are accepting responsibility for: 1. ensuring you register for your Company and none other; 2. ensuring that your address given to us is correct; 3. ensuring that your personal details given to us are up to date and correct.

4 5. Documentation 1. You must immediately pass on to the Applicant, without amendment, all documentation that we supply for the benefit of, or completion by, the Applicant. 2. You must also pass on to us all relevant documentation provided to you by the Applicant or obtained by you on the Applicant s behalf in connection with the Applicant s Application. 6. Advertising 1. You will not advertise any of our products or services using the name Halifax or any other name, logo, slogan, or trade mark made or prepared for, or commissioned by or belonging to the Lloyds Banking group, without our prior written consent. 7. Termination 1. We or you can terminate your membership of our mortgage intermediary panel at any time. 2. We can terminate your registration at any time. 3. We can restrict or refuse your access to all or any part of this website at any time, and without notice or explanation. 4. Any termination under this clause 7 shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force of any provision hereof which is expressly or by implication intended to come into force on or after such termination. 8. Data Protection 1. You will comply with the Data Protection Act 1998 and shall if we request it provide us with details of your data protection registration number. You shall treat any information disclosed, in whatever form, or supplied by us, any Applicant, or acquired by you in connection with an Application, as confidential. You must take all reasonable care to protect it, and not use, disclose, or copy it except as may be necessary for submitting Applications on behalf of Applicants and for the performance of your duties under these Conditions. 2. Where you process personal data (as defined in the Data Protection Act 1998) on our behalf, you must: 1. cooperate as far as is reasonable with us in complying with any data subject access request; 2. cooperate fully with us in dealing with any enquiry made, or investigation or assessment of processing initiated by the Information Commissioner; 3. take such security measures as are required to enable you to comply with obligations equivalent to those imposed on us by the seventh data protection principle of the Data Protection Act 1998; 4. process such personal data only in accordance with our instructions; 5. allow us to conduct such reasonable audit of your information security measures as we require to ensure your compliance with your obligations in this paragraph 8; 6. ensure that only such of your employees who may be required to assist in meeting your obligations under these conditions shall have access to such personal data; 7. ensure that all your employees involved in the processing of such personal data have undergone training in data protection and in the care and handling of personal data. 3. For the purposes of these conditions, you shall be a data processor and we shall be a data controller.

5 4. We will process information for our legitimate business purposes about you, and partners (if you are in partnership), your employees authorised to submit Applications to us on behalf of Applicants, our statement of account for fees due to you (if applicable), Applicants, and their conduct of their accounts. 5. We will carry out a credit reference search against all Applicants, and will use credit scoring. Each time you refer an Applicant to us, you must ensure that the Applicant s consent to these searches is obtained prior to the referral. 6. We will keep a record of the address you provide to us during your registration. We will use it to contact you about our products and services, unless you ask us not to do so. We will not give your address to any unauthorised third parties. 7. Your duties under this paragraph 8 will survive any termination of your membership of our mortgage intermediary panel. 8. Ensure that you are registered with the Information Commissioner to allow for the lawful processing of personal data. 9. Security and Privacy 1. Certain areas of this website are secure. You may only access these secure areas once you have obtained from us (via this website) a User ID (Identification) and Password. We will only issue you with a User ID and Password if you satisfy certain conditions, as set out from time to time on this website. 2. We can refuse to issue you with a User ID or Password at any time, and without offering any explanation. If you have been issued with a User ID and Password, we can revoke your use of such user ID or Password at any time, and without offering any explanation. 3. Once you have been issued with a Password, you must not disclose it to anyone. If your Password is revealed to a third party, whether deliberately or in error or otherwise, we will not be liable to you or to any Applicant for any loss incurred and you agree to indemnify us in respect of losses or expenses incurred by us as a result of the unauthorised use of your Password by any third party. If you forget your Password, or if you believe that someone else knows your Password, you must notify us immediately. 4. You can tell which areas of this website are secure by the appearance of a security symbol in the browser status bar (please note, the security symbol varies on different browsers and platforms. On most recent browsers, this is indicated by a securely closed padlock. It is your responsibility to understand which symbol represents security on your browser, please contact the software vendor for further details). Any information sent to us using a secure area will be encrypted to a high standard and sent on to us in a secure format. 5. There may be other features within this website, which we cannot guarantee as secure. You can tell which features are not guaranteed as secure by the absence of the security symbol (see paragraph 9.4). We recommend that you do not send to us sensitive personal and financial information relating to you or any Applicant except via the clearly marked secure and form features. 6. Information given to us via this website will be used to provide the requested service, and may be used by us to keep the Applicant informed of products and services which may be of interest. If the Applicant does not want the information provided to be used in this way, please let us know.

6 7. Calls to any of the telephone numbers on this website may be monitored and recorded, to help us to maintain the quality of service we provide to you. Further Information on Security and Privacy is available on this Website. 10. Regulatory 1. We will comply with our legal and regulatory obligations. In particular we will treat all information about an Applicant that you provide to us via this website in accordance with the Data Protection Act You agree to the provisions of Appendix A to these Terms and Conditions. 11. Website Access 1. We will endeavour to make this website constantly accessible for your use. We cannot however guarantee this availability, and will not be liable at all if this website is unavailable for any period. 2. We reserve the right to suspend access to this website temporarily or permanently, and without notice. 12. Liability 1. All content on this website is provided for your information and for illustrative purposes only. We endeavour to ensure that the content is current and accurate, but do not accept any liability to you or any Applicant where it is not, whether in contract, tort, negligence, or otherwise, and whether direct or indirect. If you want to rely on any information provided in this website, you should check its currency and accuracy directly with us, before placing any reliance on it. 2. We have provided within the secure area of this website various tools for your use. These include a product search and quotation facility, a Flexible Mortgage Illustrator, a Case Tracking tool, an Online Mortgage Application Transfer tool, secure . Other tools are available within the unsecured areas of this website. While we have made every effort to ensure the accuracy and functional efficiency of these tools, we cannot guarantee this. We accept no liability to you or any Applicant as a result of any errors, technical defects, miscalculations, or lack of functionality within the tools. 3. Where we provide on this website, direct links to another website not under our control, we accept no liability for the content of, or your use of, that other site. Where we provide direct links to another website, we neither guarantee the accuracy of the content of that website, nor do we necessarily endorse or approve of that content. We cannot guarantee that you will be able to access the other website via the link on this website at any time. 4. Your website may only be linked to ours with our prior written consent. We may not give consent, and do not have to offer any explanation where consent is refused. If we give consent, the consent may be made subject to conditions. Amongst other things, there will be conditions that this website will only be linked to yours by way of a clear separate Uniform Resource Locator ( URL ) and that you make clear that this website is not part of your website. 5. We aim to ensure that this website is free of all viruses and technical defects of any description. Due to the nature of the internet however, and the possibility of third party interference, this cannot be guaranteed, and we will not be liable for any damage or loss caused as a result of your use of this website.

7 6. The content of this website is provided for your information only, and does not constitute an offer to contract. The information does not constitute advice or a recommendation to you or to any Applicant. You are responsible for providing proper advice to Applicants on the suitability of our products. We do not guarantee that the products and services advertised on this website will be suitable for any Applicant. 7. In submitting Applications to us, or in introducing Applicants to us, you warrant that you have the Applicant s authority to do so, and to provide all personal and financial information sent to us. You warrant that you have checked as far as you are able the accuracy of all information provided to us on the Applicant s behalf. Where it is clear that the Applicant has provided false information to you or us, you will let us know immediately. 8. You agree to indemnify us for all direct and indirect losses we incur as a result of your use of this website otherwise than in accordance with these conditions. 13. Intellectual Property 1. The Lloyds Banking group owns and operates this website. All intellectual property rights in material contained within this website is owned by companies in the Lloyds Banking group. This includes, but is not limited to, all copyright, trademarks, patents and designs. We will rigorously pursue any unauthorised infringements of our rights. 2. You are allowed to use, download, and print the information and tools available on this website for the purpose only of introducing Applicants and submitting Applications to us. You may not otherwise extract or distribute the material contained within this website, or use the material and tools for any commercial benefit to yourself or others. If you wish to use this website content for any other purpose, or in any other way, you must contact us to obtain our prior written consent. We may not give consent. If any consent is given we will explain as part of the consent how you will be permitted to use this website and its contents. 14. Miscellaneous 1. These conditions, and your use of this website, are governed by, and will be construed in accordance with, English law. The courts of England and Wales will have sole jurisdiction to determine any disputes arising. 2. This website is not intended for your use if you, or the Applicant, are resident outside the United Kingdom or Isle of Man; we therefore do not guarantee that this website complies with the laws and regulations of any other jurisdiction. 3. In performing your obligations under these conditions, you will: 1. comply with all laws, regulations, rules, duties, and obligations (whether or not originating in the United Kingdom) which apply to, or are relevant in connection with, these conditions and the operation of your business which may from time to time be relevant; 2. comply with all relevant requirements and provisions of any present or future legislation, regulations, or codes of practice; 3. cooperate in any audit of us by the Financial Conduct Authority, Prudential Regulation Authority, the Inland Revenue, Customs and Excise, or any other body that regulates us or supervises compliance with any voluntary code of practice. This includes producing to us (or anybody authorised by us or any regulatory body) on demand any information in a format we or they require and within such time and at such place as such persons may require; giving

8 such persons such assistance in connection with any investigation or audit as you are reasonably able to give; 4. maintain appropriate licences. 4. You must not do, or omit to do, anything which will or may: 1. affect any authorisation, licence, consent or permission necessary or desirable for the conduct of our business or your business; or 2. cause us to breach any laws, regulations, rules, codes of practice, duties, obligations or other requirements which may from time to time be relevant. 5. We may undertake such monitoring as we consider appropriate to satisfy any obligations imposed on us by the Financial Conduct Authority, Prudential Regulation Authority or any other regulator. 6. No forbearance or delay by either party in enforcing the provisions of these Conditions will prejudice or restrict the rights of that party nor will any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy conferred on or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy will be cumulative. 7. You may not assign, subcontract or otherwise transfer any rights and obligations under these Conditions whether in whole or in part without our prior written consent save that we shall be entitled to assign the benefit of all or part of these Conditions to any company which is from time to time part of the Lloyds Banking group. 8. Headings in these Conditions are for convenience only and shall not affect its interpretation. 9. These Conditions represent the entire agreement between the parties and neither party shall attempt to rely upon any prior understanding or representations which may have been made. 15. Lloyds Banking group 1. We enter into this agreement on our own behalf and on behalf of and for the benefit of any successor in title to us within Lloyds Banking group. In this regard, you and we agree that the obligations that you have to us under this agreement shall also be construed as obligations that you have to that successor in title. 2. We shall be responsible for ensuring that members of the Lloyds Banking group taking the benefit of this agreement comply with any obligations that apply to them under this agreement. 3. Any loss or damage suffered by any member of the Lloyds Banking group as a result of any breach or default by you of your obligations under this agreement shall be deemed to be loss or damage suffered by us with the intent that you shall be liable to us rather than the relevant member of the Lloyds Banking group in respect of that loss or damage. In this regard, we, as agent for and on behalf of members of the Lloyds Banking group, shall be entitled to seek and enforce any remedies under this agreement in respect of any breach or default of your obligations under this agreement. 4. Nothing in this agreement shall be deemed to entitle you or any member of the Lloyds Banking group to recover twice in respect of the same loss.

9 APPENDIX A 1. DEFINITIONS AND INTERPRETATION 1. In this Appendix, in addition the following definitions apply: Appointed Representative: A person who acts as the representative of an Authorised Person in accordance with Section 39 of the FSMA and for whom the Authorised Person accepts responsibility; Authorised Person: A person authorised as defined in Section 31(2) of the FSMA and holds all authorisations and Permissions required under the FSMA (and/or any rules or regulations made under it) in order to submit a Regulated Mortgage Contract Application to us pursuant to these conditions; FCA: The Financial Conduct Authority (and any successor regulatory body); FSMA: The Financial Services and Markets Act 2000; General Prohibition: Means the prohibition contained in Section 19 of the FSMA; Inducement: means an inducement as defined in the Mortgages: Conduct of Business sourcebook 2.3.3G; Intermediary: means an Authorised Person or Appointed Representative who submits a Regulated Mortgage Contract Application to us; Liability: Any loss, liability, cost, charge, damage, expense (including reasonable legal fees), action, proceeding, claim or demand (including taxation); Party or Parties: Each of the parties to these conditions; Packager: means a person through whom an Intermediary submits a Regulated Mortgage Contract and who performs certain parts of the mortgage application process; Permission(s): Means a permission granted under Part IV of the FSMA to carry on regulated activities; Personnel: Your directors, employees, contract staff and independent contractors engaged to fulfil your duties in connection with these conditions; PRA: The Prudential Regulation Authority or any successor body or bodies; RAO: Means the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544) (as amended); Regulated Mortgage Contract: Means a mortgage contract falling within article 61(3) of the RAO. 3. Any reference in these conditions to any legislation or legislative provision, whether enacted in the United Kingdom, the European Community or elsewhere, includes that provision as modified or reenacted whether before or after the date of this these conditions (so far as the modification or reenactment applies or is capable of applying to the these conditions); and 1. any subordinate legislation made from time to time under that provision.

10 2. YOUR GENERAL DUTIES 1. You will: 1 conduct all business with reasonable skill and care, ethically and with the utmost integrity at all times; 2. ensure all Personnel are competent and adequately trained; 3. give us such information as we may reasonably request to ensure we comply with any statutory or other regulatory requirement; and 4. comply with all reasonable instructions given by us to you. 2. You will not do, or omit to do, anything, which will or may: 1. cause any mortgage granted by us to be unenforceable pursuant to any provision of the FSMA and in particular to Section 27 of the FSMA. 3.You will notify us immediately if: 1. you, or any Personnel or partners in your business, are charged with or convicted of any offence involving fraud or dishonesty; 2. if bankruptcy or liquidation proceedings are brought against you or any directors or partners in the business, or a receiver is appointed or a voluntary arrangement with your creditors is proposed; or 3. you, or any of your Personnel, or partners, are investigated by the FCA (and if relevant the PRA) or any other body, which regulates you, whether or not, that investigation proceeds and provide us with details of the reasons for the investigation. For the avoidance of doubt you are not required to notify us of any investigation that constitutes a standard audit or inspection visit by a regulatory body; 4. you, or any of your Personnel, or partners, are disciplined by the FCA, PRA or any other body, which regulates you; 5. a person proposes to take a step, which would result in a change of control over you. (For the avoidance of doubt, person and control in this clause shall have the meanings given to them in the Glossary to the FCA s Handbook); 6. there is any material change to your business; or 7. you anticipate being unable to comply with any provision of this these conditions.

11 3. FCA AUTHORISATIONS AND PERMISSIONS 1. You warrant that you: 1. are an Intermediary or a Packager; 2. will not deal in relation to Regulated Mortgage Contracts with an unauthorised third party who acts in contravention of the General Prohibition; 3. will immediately notify us upon ceasing to be an Intermediary or if there are any changes to the Permissions held by you; 4. will upon request immediately supply to us written evidence of being an Intermediary and or your Permissions; and 5. will not if you are a Packager who is not an Intermediary carry on any regulated activity as defined in the RAO whether on your own account or for any other person. 4. INTRODUCERS 1. If you submit to us an Application for a Regulated Mortgage Contract that you have received from a third party introducer ( the Introducer ) that is not itself an Authorised Person you warrant that you have an agreement in writing with the Introducer providing that the Introducer: 1. will not engage in the regulated activities of advising on or arranging (as defined in articles 25(A) and 53(A) of the RAO) Regulated Mortgage Contracts and will limit its activities to introducing only; 2. will not receive any money from the client for or in connection with any transaction for a Regulated Mortgage Contract, which the client enters into as a result of any such introduction; 3. will prior to making any such introduction disclose to the client details of any payment, reward or advantage it will receive for the introduction; 4. will prior to making any such introduction disclose to the client details of whether it is a member of the same group as you or if applicable your Appointed Representative; 5. will maintain written records of any such disclosures that are made (unless the introduction is being made under Article 33 of the RAO); and 6. will comply with any requirements that we may have for the form of any such disclosure and or record of such disclosure required in these conditions. 5. APPOINTED REPRESENTATIVES 1. If you are an Authorised Person, you will as part of the registration process provide us with details of your Appointed Representatives and you agree you will notify us immediately of any change to your Appointed Representatives details. In particular you should notify us if an Appointed

12 Representative changes its name or address or ceases to be your Appointed Representative. You should also notify us if a new Appointed Representative is appointed. 2. You agree that you are responsible for all of your Appointed Representatives and for ensuring their compliance with your legal and regulatory obligations. 6. MORTGAGE CLUBS AND PACKAGERS 1. If you submit any mortgage application to us through any third party mortgage distributor such as a mortgage club or mortgage Packager ( the Club ) the applicable fees will be those agreed with the Club and you agree that the Club acts as your agent for the receipt of any payments due and our payment to the Club is in full and final satisfaction of any payment due to you. 2. If you are a mortgage Packager and you submit any mortgage application to us on behalf of an Intermediary you warrant that you act as agent for the Intermediary for the receipt of any payments due and our payment to you is in full and final satisfaction of any payment due to any Intermediary. 7. DISCLOSURE OF MATERIAL INDUCEMENTS 1. For Regulated Mortgage Contracts: 1. we will provide you with a figure in cash terms of material inducements you must disclose (and if you are an Authorised Person procure that your Appointed Representatives disclose) this figure in the Key Facts Illustration provided to customers; 2. you will disclose procuration fees in the Key Facts Illustration (including fees paid to a third party); 3. if applicable you must tell us of the valuation fee and connected administration fee charged in connection with the mortgage application and disclose these fees in the Key Facts Illustration; 4. if applicable you must tell us of any brokerage, arrangement, cancellation, Packager s fees charged in connection with the mortgage application, and disclose these fees in the Key Facts Illustration; 5. if applicable you must agree with us the amount of any Inducement to be paid by you to an Intermediary. 8. PAYMENTS 1. Subject to clause 6.1 we will only pay any fees due in relation to a Regulated Mortgage Contract to you if you are an Authorised Person. If you are an Appointed Representative your fees will be paid to the Authorised Person you represent and such payment will be in full and final satisfaction of our liability to you. 2. We will terminate all payment of fees for Regulated Mortgage Contracts with effect from the date you cease to be an Intermediary. For the avoidance of doubt we will pay such fees as relate to a Regulated Mortgage Contract Application submitted before you cease to be an Intermediary. In the event that we pay any fee to you in relation to any Regulated Mortgage Contract Application submitted by you after you have ceased to be an Intermediary you undertake to repay any such fees to us on demand. 3. Subject to clause 6.1 we will pay any fees due in relation to any mortgage application (including applications for further advances and product transfers) that results in a mortgage being entered into

13 with the customer or a further advance or a product transfer in accordance with our rates of commission published from time to time. 4. Should we in mistake pay any commission to you which you or your Appointed Representative have not earned then you agree that on demand you will repay the unearned fees to us. 5. We reserve the right to stop paying you any commission if we are notified that you are no longer the agent of the Applicant. 6. We have a right of setoff in respect of any amount payable by us to you against any money payable by you to us whether arising under these conditions or otherwise with any member of the Lloyds Banking group. 7. We may change the commission rates payable at any time by giving notice to you. We may give this notice to you by any means, for example by , letter, or by posting a notice on this website. 8. The fees payable under these conditions are exclusive of Value Added Tax. 9. INDEMNITY 1. If you are an Authorised Person you agree to indemnify us from and against any Liability that we may incur pursuant to your breach of these conditions or otherwise arising from the failure of an Introducer, Appointed Representative or Club to comply with any legal and regulatory obligations. 2. If you are an Authorised Person, mortgage club or Packager you will indemnify us from and against any claim made by any Intermediary in relation to any payment made as provided in clause 6.1 and 6.2 or clause MANAGEMENT INFORMATION 1. You will provide such information as we may reasonably request from time to time. 11. AUDIT RIGHTS 1. You will keep true and accurate accounts and records of all matters connected with these conditions and will allow our representatives, professional advisers, or any employee or agent of a statutory or regulatory body to have access to those accounts and records on reasonable notice at any time between 9.00 am and 5.30 pm on any Business Day. You will cooperate with any of our representatives and those of any regulatory body undertaking any audit or investigation into matters relating to business conducted pursuant to this these conditions, and provide all reasonable facilities at your premises to allow such audit or investigation, and allow the taking of such copies of such accounts and records, as may be consider reasonable. You will at all times comply with any reasonable request made by us to produce for inspection any information which relates to this these conditions. 2. If you are an Authorised Person you will procure the compliance of your Personnel, Appointed Representatives and Introducers with clause GENERAL 1. The Contracts (Rights of Third Parties) Act 1999 does not apply to these conditions.