Terms and Conditions

• 1.1 In these terms the following terms have the following meanings:
  • "Agreement" means the Service Terms and the Registration Form;
  • "Applicant" means a customer who makes an Application;
  • "Application" means an application by your customer for a Product which is correctly completed and signed by the customer and submitted to the relevant provider of that Product for acceptance;
  • "User" means a person appointed by us to advise clients about the availability of Products and introduce them to us;
  • "User Network" means a User network or organisation providing compliance advice, support and collective negotiating powers to directly authorised and appointed representatives in respect of products the same as or similar to the Products and that we are a member of as indicated on the Website from time to time;
  • "User Services" means advising your clients about the availability of Products and introducing them to us, including the services set out at clause 3 of the Agreement;
  • "CCA" means the Consumer Credit Acts 1974 and 2006;
  • "Commencement Date" means the date that we accept your application in accordance with clause 2;
  • "Commission" means the commission payable by us to you in respect of a Qualifying Transaction calculated as set out on the Website or notified to you from time to time;
  • "Data" means data (which may include “personal data” for the purposes of the Data Protection Act 1998) about you, any of your personnel or any Applicants or potential Applicants which you provide to us under or in connection with the Agreement;
  • "DPA" means the Data Protection Act 1998;
  • "FSA" means the Financial Services Authority;
  • "FSMA" means the Financial Services and Markets Act 2000;
  • "Information" means any and all know-how, documentation and information, whether commercial, financial, technical, operational or otherwise relating to the business, affairs, customers, suppliers or methods of one party and disclosed to or otherwise obtained by the other party in connection with the Agreement;
  • "Law" means any and all applicable rules of law, statutes, statutory instruments, directives, regulations, orders and other instruments having the force of law and any applicable codes of conduct, guidance, directions and/or determinations with which either or both of the parties are bound to comply, in each case as may be amended, enacted, extended, replaced, modified, consolidated or repealed from time to time;
  • "Marketing Materials" means any and all marketing, promotional or similar materials in respect of us or any Products appearing on our Website and specified for use by you in relation to the marketing and promotion of the Products as part of the User Services;
  • "Product" means a secured or unsecured loan product provided by us, provided by a third party or provided by a third party but packaged by us, detail of which are available by means of the Service (but for the avoidance of doubt does not include PPI in respect of the same);
  • "Qualifying Transaction" means any an agreement between us and an Applicant for a Product which occurs as a direct result of an Application submitted to us by you under the Agreement;
  • "Registrations" means any and all consents, registrations and approvals (including by the FSA, under the FSMA and/or the CCA) necessary for you to enter into and to perform your obligations under the Agreement;
  • "Registration Form" means our registration form to be appointed as a User and to use the Online Service (and which sets out the criteria to be appointed as a User) completed by you and submitted to us;
  • "Representatives" means our representatives and any providers of Third Party Content or Products from time to time;
  • "Service Terms" means these “Service Terms”;
  • "SPPPI" means single premium payment protection insurance;
  • "Online Service" means our online service for the provision of information about Products and the submission of Applications by means of the Website (but for the avoidance of doubt excluding any Third Party Content);
  • "Third Party Content" means Products (and information about Products), content, goods, services and hypertext links to websites owned, operated, controlled and/or provided by third parties included in or available by means of the Service and/or the Website;
  • "We" "Us" and "Our" mean Freedom Finance plc (a company registered in England and Wales with company number 01780977) whose registered office is at Freedom House, Church Street, Wilmslow, Cheshire SK9 1AX;
  • "Website" means the website at the URL www.freedombrokers.co.uk ;
  • "You" and "Your" mean the person identified in the Registration Form.
• 1.2 Headings are included for convenience only and will not affect the construction or interpretation of this Agreement. The words "include", "includes", "including" and "included" and like words and expressions will be construed without limitation unless inconsistent with the context. Reference to any Laws includes any amendments, extensions, replacements, modifications, consolidations or repeals thereof from time to time.
• 1.3 Any reference to a clause will (unless expressly provided otherwise) be a reference to a clause of these Service Terms. In the event of any conflict, the following order of precedence will apply: (i) these Service Terms; (ii) the Registration Form; and (iii) any other documentation.

• 2.1 You may apply to be appointed as a User and to use the Online Service by submitting a completed Registration Form to us by means of the Website. Your application will amount to an offer by you to enter into a contract with us on the terms of the Agreement. We reserve the right to accept or reject your application at our discretion (but will use our reasonable endeavours to confirm our decision as soon as reasonably possible).
• 2.2 If we accept your application under clause 2.1, we appoint you on a non-exclusive basis as a User and grant to you a non-exclusive, revocable, limited, personal right for you to access and use the Online Service through the Website and use the Marketing Materials in each case only for the purposes of providing the User Services.

• 3.1 You shall perform the User Services in accordance with the Agreement.
• 3.2 You shall obtain and maintain all Registrations and promptly provide us with such evidence of such Registrations as we reasonably request from time to time.
• 3.3 You shall fully cooperate with us, the FSA,Her Majesty’s Revenue & Customs and any other applicable regulator and/or authority in connection with any investigation into you or us.
• 3.4 You shall not do or omit to do anything that would cause you or us to be in breach of any Laws (including by the FSA, under the FSMA and/or the CCA).
• 3.5 You shall immediately notify us:
  • 3.5.1 of any changes, revocations or failure to maintain any Registrations;
  • 3.5.2 if you or any of your personnel are charged with or convicted of any offence involving fraud or dishonesty;
  • 3.5.3 of any investigations into you or any action against you by the FSA, the Inland Revenue, HM Customs & Excise or any other regulator or authority;
  • 3.5.4 if you make an arrangement with or enter into a compromise with your creditors, become the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, are unable to pay your debts or otherwise become insolvent or suffer or are the subject of a distraint, execution, event of insolvency or event of bankruptcy or any similar process or event, whether in the United Kingdom or otherwise;
  • 3.5.5 if there is any material change to your business; or
  • 3.5.6 if you are or anticipate that you will be in breach of this Agreement;
• 3.6 You acknowledge that you advise Applicants and potential Applicants about Products in your own capacity and not for or on behalf of us.
• 3.7 You shall not contact any Applicant during any consideration or cooling off period notified pursuant to clause 4.2.
• 3.8 You shall use only the most up-to-date Marketing Materials as appearing on the Website from time to time. You shall not alter, adapt or incorporate into other materials any of the Marketing Materials except as expressly provided on the Website.

• 4.1 We shall use reasonable endeavours to ensure that the Online Service enables you to fill out, print, submit to us and check the progress of any Applications by means of the Website.
• 4.2 We reserve the right to accept or reject any Applications at our discretion. If we accept an Application, we will use reasonable endeavours to notify you of the start date of any consideration or cooling off period that may be applicable to any offer of a Product to the Applicant.
• 4.3 We will use our reasonable endeavours to ensure that the information on the Website is accurate and complete, but we do not give any warranty about the accuracy or completeness of that information. You acknowledge and agree that you are responsible for verifying the accuracy of that information, for your use of that information and for any advice given to any third parties based on that information.
• 4.4 The Online Service and the Website include Third Party Content. Your use of any Third Party Content may be subject to the relevant third party’s terms and conditions, and it is your responsibility to make yourself aware of those terms and conditions. We do not give any warranty about the quality, security, accuracy or any other aspect of any Third Party Content, and exclude any and all liability arising from your use of them.

• 5.1 We will allocate usernames and passwords to you for you to access and use the Online Service through the Website. We may revoke or change any usernames and/or passwords at any time, but will use reasonable endeavours to notify you as soon as reasonably possible before doing so.
• 5.2 You are responsible for any use of the Online Service and/or the Website using any usernames and/or passwords that have been allocated to you (whether or not by you), for keeping such usernames and passwords confidential and for logging out of the Service at the end of each session. You must let us know immediately if you become aware of or suspect any unauthorised use of the Online Service and/or any usernames and/or passwords.
• 5.3 You are responsible (at your own cost and expense) for providing internet access and any equipment and software necessary for you to access the Website and use the Online Service and making sure that it is in good working order and complies with any minimum system requirements specified by us from time to time.
• 5.4 We will use our reasonable endeavours to make the Online Service and the Website available for you to use. However, from time to time the Service and the Website may be unavailable if we carry out routine maintenance and repairs or due to the unavailability or failure of any telecommunications network. We reserve the right to withdraw or suspend the Online Service and/or the Website at any time.

• 6.1 You agree to access and use the Online Services and the Website in accordance with the Agreement and our reasonable instructions from time to time.
• 6.2 must not knowingly introduce any viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful to the Online Service or the Website or attack our Website via a denial-of-service attack or a distributed denial-of service attack. Also, you must not attempt to gain unauthorised access to the Online Service or the Website, the server on which they are hosted or any server, computer or database connected to them.
• 6.3 If you breach clause 6.2 you may be committing a criminal offence. We may report any such breach to any relevant authorities and to co-operate with them in connection with any investigations and prosecutions.
• 6.4 You are responsible for making sure that any Data and other information that you submit to us using the Online Service is accurate, complete and up to date, and we are not obliged to verify the accuracy or completeness of that Data or information or to correct any errors. We will not be responsible for any inaccuracy or incompleteness of any Data and other information submitted to us by you.

• 7.1 You consent to us monitoring, intercepting and keeping a record of your use of the Online Service and the Website and using such records:
  • 7.1.1 to ascertain your compliance with the Agreement and Law;
  • 7.1.2 to establish the existence of facts to ascertain compliance with regulatory or self regulatory practices or procedures that apply to us or to ascertain or demonstrate the standards which are or ought to be achieved; or
  • 7.1.3 to investigate or detect any authorised use of the Online Service and/or the Website and to ensure their effective operation.
• 7.2 We may audit your performance of your obligations under the Agreement and/or your use of the Online Service and the Website at any time upon reasonable notice. You will provide us with such information and permit (and/or procure that we will be permitted) access to such of your premises, facilities, personnel, records, books, accounts and information as may be required by us for the purpose of such auditing.

• 8.1 In consideration of you performing your obligations under the agreement in accordance with the terms of the Agreement, we shall pay the Commission to you or, if you indicate to us that you are a member of a User Network, to the User Network in respect of any Qualifying Transactions within 21 days of the end of the month in which we enter into the Qualifying Transaction in question. The Commission shall constitute our entire payment liability to you for the performance by you of your obligations.
• 8.2 If you indicate to us that you are a member of a User Network and we pay the Commission to the User Network under clause 8.1, you acknowledge that you are responsible for arranging payment of any monies payable by the User Network to you in respect of the Commission and we shall not be responsible for paying the Commission to you or for procuring any payment by the User Network to you.
• 8.3 If any sum of money is due to us from you such sum may be deducted from any sum then due or which may at any time thereafter become due from us to you under the Agreement or otherwise.
• 8.4 If we fail to pay any sums payable by us to you under the Agreement on the due date for payment, you may charge interest on any overdue sums (before and after any judgment) at the rate of 2% per annum above the base rate of Nat West Bank plc for the time being in force accruing daily and compounded monthly.

• 9.1You and we will each:
  • 9.1.1 keep the other's Information confidential;
  • 9.1.2 divulge the other’s Information to any third party except for the purposes of the Agreement (and will procure that any such third party is aware of and complies with these obligations of confidentiality); and
  • 9.1.3 use the other’s Information only for the purposes of the Agreement.
• 9.2 Clause 9.1 will not apply to any Information that the recipient can show:
  • 9.2.1 is in the public domain in substantially the same combination as that in which it was disclosed to the recipient other than as a result of a breach of the Agreement or any other obligations of confidentiality;
  • 9.2.2 is or was lawfully received from a third party not under an obligation of confidentiality with respect thereto; or
  • 9.2.3 is required to be disclosed under operation of law, by court order or by any regulatory body of competent jurisdiction (but then only to the extent and for the purpose required).
• 9.3 You and we acknowledge that when you provide Data to us:
  • 9.3.1 we will own and will be a data controller (as defined in the DPA) in respect of that Data; and
  • 9.3.2 subject to you having obtained all necessary consents from the data subject (as defined in the DPA) in respect of that Data, you may also own and be a data controller (as defined in the DPA) in respect of that Data.
• 9.4 You hereby consent to us providing Data to our Representatives and to us and our Representatives using such Data for the following purposes:
  • 9.4.1 to provide the Online Services, the Website, the Third Party Content and any Products to you, any Applicants and any potential Applicants (including contacting the person to whom the Data relates directly unless you or that person notify us in writing that that person does not want to be contacted directly);
  • 9.4.2 to deal with any queries by you, any Applicants and any potential Applicants (including contacting the person to whom the Data relates directly unless you or that person notify us in writing that that person does not want to be contacted directly);
  • 9.4.3 to process any Applications (including carrying out credit reference searches);
  • 9.4.4 to contact you, any Applicants and any potential Applicants (including contacting the person to whom the Data relates directly unless you or that person notify us in writing that that person does not want to be contacted directly) to offer or provide information and advice regarding SPPPI (unless you or that person notify us in writing that that person does not want to be contacted regarding SPPPI); and
  • 9.4.5 for the purposes of record keeping.
• 9.5 You shall obtain all necessary consents to provide any Data to us and for you, us and our Representatives to use that Data in the manner envisaged by the Agreement.
• 9.6 You will control and process any Data in accordance with the Data Protection Act 1998.
• 9.7 In respect of any Data for which we are the data controller (as defined in the DPA), you will:
  • 9.7.1 use that Data solely for the purpose of performing your obligations under the Agreement;
  • 9.7.2 process that Data only in accordance with our instructions;
  • 9.7.3 take appropriate technical and organisational measure to prevent unauthorised or unlawful processing or accidental loss or destruction of or damage to that Data;
  • 9.7.4 transfer the whole or any part of that Data outside the European Economic Area without our prior written consent and then only to states and/or processors having in place an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of personal data; and
  • 9.7.5 fully cooperate with us in relation to any enquiries and investigation in relation to that Data (including by the UK Information Commissioner).
• 9.8 You will ensure that any of your employees, agents ore representatives involved in processing any Data have undertaken and completed appropriate training in data protection and in the care and handling of personal data.

Any and all patents, copyright, trade marks, rights in designs, know-how, ideas, concepts, technology and any other intellectual property rights (in each case whether or not registered and existing in any part of the world) in or arising from the User Services, the Online Service, the Website, the Products, the Third Party Content, the Marketing Materials and/or any other literature belong to us and our licensors and you have no right to the same except as specified in the Agreement.

• 11.1 We warrant to you that we will provide any services that we have agreed to provide to you under the Agreement with reasonable skill and care. However, the Online Service and the Website are provided “as is”. We hereby exclude to the fullest extent permitted by law any and all warranties, conditions, representations and/or other terms implied by law in relation to the Service and the Website and any other services that we have agreed to provide to you under the Agreement.
• 11.2 In particular (but without limitation) we do not give any warranties, conditions or representations that:
  • 11.2.1 the Online Service and/or the Website will be available for you to use, will continue uninterrupted or error-free or will remain unchanged;
  • 11.2.2 any information transmitted over the internet or by means of any telecommunications network will be secure; or
  • 11.2.3 that we will accept any or any volume of Applications.
• 11.3 You warrant and represent to us (and it is a condition of the Agreement) that throughout the term of this Agreement:
  • 11.3.1 you have full capacity and authority and all necessary consents and registrations (including Registrations) to enter into and to perform your obligations under the Agreement;
  • 11.3.2 you have all necessary consents to process any and all Data using the Online Service and the Website and to provide it to us and our Representatives to use that Data in the manner envisaged by the Agreement;
  • 11.3.3 you will perform your obligations under the Agreement with reasonable skill and care and in accordance with good industry practice and all applicable Laws (including by the FSA, under the FSMA and/or the CCA); and
  • 11.3.4 your personnel are appropriately trained, qualified and experienced to exercise your rights and perform your obligations under this Agreement.
• 11.4 Nothing in this Agreement will limit or exclude our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for any other liability that may not be limited or excluded under English law or for a breach of your statutory rights.
• 11.5 Except under clause 11.4, we will not be liable for any loss of profit, goodwill, anticipated savings, business opportunity, data, use of data, injury to reputation, third party losses or any indirect, consequential or special loss or damage suffered or incurred by you in relation to the Agreement (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) and regardless of whether that loss or damage was a reasonably foreseeable result of the relevant negligence or failure to comply with the Agreement.
• 11.6 Except under clause 11.4, we will not be liable for any loss or damage suffered or incurred by you in relation to the Agreement unless, at the time that we accepted your Registration Form, that loss or damage was a reasonably foreseeable result of the relevant negligence or failure to comply with the Agreement.
• 11.7 Subject to clauses 11.4, 11.5 and 11.6, our total aggregate liability to you in respect of all causes of action arising out of or in connection with the Agreement (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) will not exceed the value of the Commission paid by us to you in the 12 months prior to the date that such liability first arose. You acknowledge that this represents a reasonable allocation of risk.
• 11.8 We will not be liable for any failure to comply with our obligations under the Agreement to the extent that such failure results from circumstances beyond our reasonable control.
• 11.9 You will fully indemnify and hold us harmless from and against any and all losses, damages, claims, costs and expenses (including legal expenses) suffered or incurred by or awarded against us as a result of or in connection with your breach of the Agreement.

• 12.1 The Agreement will begin on the Commencement Date.
• 12.2 You and we may each terminate the Agreement:
  • 12.2.1 upon at least 30 days’ written notice to the other;
  • 12.2.2 immediately upon written notice to the other if the other commits a breach of the Agreement and, where the breach is capable of remedy, has failed to remedy such breach within 30 days of written notice requiring remediation; or
  • 12.2.3 immediately upon written notice to the other if the other makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of a distraint, execution, event of insolvency or event of bankruptcy or any similar process or event, whether in the United Kingdom or otherwise.
• 12.3 Upon termination of the Agreement for any reason:
  • 12.3.1 your appointment as a User will terminate;
  • 12.3.2 any rights and licences granted to you to use the Online Service, the Website and/or our Information will terminate and you will immediately cease using them; and
  • 12.3.3 each party's rights, liabilities and obligations under the Agreement will cease except that any accrued rights and liabilities and any rights and obligations that are expressly or by implication intended to come into force upon, or remain in force following, termination or (including under clauses 3.7, 9, 10, 12, 13 and 14.5) will survive termination.

We may amend the Agreement, the User Services, the Online Service, the Website and/or the Commission from time to time. Any amendments will be notified to you by means of the Website (effective from the date that the update is made available on the Website) or by written notice to you (effective from the date of the notice). You are responsible for checking the Website for any such amendments. No other amendment to the Agreement will be effective unless made in writing and signed by authorised representatives of you and us.

• 14.1 Yours and our relationship shall be that of independent contractors and nothing contained in this agreement shall create a relationship of employer and employee, principal and agent or partnership between you and us. You may not bind us, pledge our credit or sign any document, enter into any agreement or make any promise on our behalf or in any way indicate that you are entitled to do so without our prior written consent.
• 14.2 Any notice or communication given under or in relation to the Agreement must be in writing and must be delivered to the other party at its address specified in the Agreement (or other address as notified to the other party in accordance with this clause) by hand, by special delivery or by facsimile.
• 14.3 You may not assign, transfer or sub-contract the whole or any party of the Agreement or the benefits or obligations thereof without our prior written consent.
• 14.4 A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
• 14.5 The rights and remedies available to you or us under the Agreement will not limit or exclude any other right and/or remedies you or we may have. Any failure or delay to enforce or to exercise any term of or any right, power or privilege arising pursuant to the Agreement will not be construed as a waiver of it and will in not affect your or our right to later enforce or exercise it.
• 14.6 The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to the Agreement will not in any way affect the remaining provisions or rights, which will be construed as if such invalid or unenforceable part did not exist.
• 14.7 The Agreement contains all the terms agreed by the parties and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing, relating to its subject matter. No representation, undertaking or promise will be taken to have been given or implied from anything said or written in negotiations between the parties prior to the Agreement except as set out in the Agreement. Each party acknowledges and accepts that, in entering into the Agreement, it has not relied upon any representation, undertaking or promise except as set out in the Agreement.
• 14.8 The Agreement is governed by English law, and you and we hereby accept the exclusive jurisdiction of the English courts in relation to the Agreement.