By accessing this site you and the corporate body that
you represent (in aggregate “you”) agree to be held to these terms and
conditions with MORTGAGE BRAIN LIMITED (whose registered office is at 6 The Courtyard, Buntsford Drive, Bromsgrove, WORCS, B60 3DJ and whose
registered number is 2085187) (“Mortgage Brain”).
BACKGROUND
(A)
You wish to access Mortgage Brain’s API
documentation and standards to build or amend an integration between your
systems and Mortgage Brains systems (the “Purpose”), where your systems are
those of the corporate entity that you, as an individual, currently represent
at the time of access to this site being initially granted.
(B) Both
we and you (the “Parties”) agree that the API documentation and all other
information shared by us with you to facilitate the Purpose (“Integration
Information”) is confidential and may not be used for any other purpose and may
not be shared by you with any other parties.
IT IS HEREBY AGREED AS FOLLOWS:
1.
Interpretation
In this Agreement the following words
have the following meanings:
|
'Agreement' |
this agreement; |
|
‘Copies’ |
copies of Integration Information including any document, electronic
file, note, extract, analysis or any other way of representing or recording
and recalling information which contains, reflects or is derived from Integration
Information; |
|
|
|
|
‘Group’ |
means the subsidiaries, parent, holding or associated companies (as
defined by S1159 of the Companies Act 2006) of either the Discloser or
Recipient; |
2.
Rights
in Integration Information
2.1
Integration
Information and all rights in Integration Information disclosed or to be
disclosed hereunder will remain the exclusive property of Mortgage Brain.
2.2
You
will have no rights in respect of the Integration Information other than as
expressly set out herein.
2.3
Mortgage
Brain may remove your access to the Integration Information at any time and
entirely at its discretion.
3.
Your
Obligations
3.1 In return for Mortgage Brain providing you with
access to the Integration Information, you must:
3.1.1
secure the Integration Information in accordance with Good Industry
Practice in any online and offline environments;
3.1.2
inform Mortgage Brain of any individuals that cease to
require access to the Integration information for the Purpose within 5 Business
Days of that access no longer being required;
3.1.3
use it only for the Purpose and will not otherwise directly
or indirectly deal with, use or exploit the Integration Information;
3.1.4
not disclose it to anyone or make Copies of it save as set
out in Clauses 4.2 or 5 or with the consent in writing of Mortgage Brain;
3.1.5
use best endeavours to ensure that no one discovers Integration
Information from you unless authorised;
3.1.6
inform Mortgage Brain immediately upon becoming aware or
suspecting that an unauthorised person has become aware of the Integration
Information;
3.1.7
use best endeavours to ensure that the Integration
Information (and any Copies within your control) is protected against theft or
unauthorised access and that no one discovers Integration Information from you
unless authorised; and
3.1.8
permit Mortgage Brain access to your premises, systems and
documentation to enable Mortgage Brain to audit and confirm the security,
integrity and use of the Integration Information.
3.2
In your use of the Integration Information and in operating
any integration between Mortgage Brains systems and your systems, you must:
3.2.1
transfer all necessary and relevant data and information in
the format and medium advised by Mortgage Brain;
3.2.2
ensure all data and/or information transferred to Mortgage
Brain is full, error free and accurate (where applicable you will also provide Mortgage
Brain with appropriate test scripts, tests and test data);
3.2.3
co-operate and assist Mortgage Brain in the performance of
the integration and provide facilities for remote testing and diagnostic
purposes.
3.2.4
notify Mortgage Brain promptly by notice in writing if the integration
or Integration Information is not operating correctly;
3.2.5
allow Mortgage Brain to monitor any integration metrics and
to provide Mortgage Brain with full and accurate information and requested data
as required in order for Mortgage Brain to monitor the integration.
4.
Permitted
Disclosure
You may disclose
Integration Information only:
4.1
to such of your officers and employees as are necessary for
the Purpose;
4.2
to professional advisers or consultants engaged to advise you
in connection with the Purpose;
4.3
to people who Mortgage Brain agrees in writing may receive
the Integration Information; and
save that you
must inform anyone to whom you disclose the Integration Information as
permitted in this Clause 4.1 that the information is confidential and procure
that anyone to whom it discloses the Integration Information (other than
disclosures under Clause 5) complies with this Agreement as if they were part
of you.
5.
Reproduction
5.1
You will not make Copies of the Integration Information
(other than as is strictly required for the Purpose) without the express
written consent of Mortgage Brain.
5.2
You must immediately upon Mortgage Brain’s written request
supply Mortgage Brain with a list showing, to the extent reasonably practical
and permitted by law:
5.2.1
where Copies supplied to you by Mortgage Brain are held;
5.2.2
Copies that have been made by you (or the people to who you
have disclosed the Integration Information) and where they are held; and
5.2.3
the names and addresses of the people to whom the Integration
Information has been disclosed and a copy of the confidentiality agreements
signed by them under which they have agreed to be bound by and comply with
provisions as to confidentiality similar to those imposed in this Agreement.
6.2
All copyright, database rights and other IPR in the Integration
Information and rights in any Copies of them constitute Mortgage Brains
valuable property and shall at all times belong to Mortgage Brain or its
licensors and you shall have no rights in them except those expressly granted
under the terms of this Agreement. You agree to do all further acts, including
but not limited to the execution of documents, as Mortgage Brain may from time
to time require for the purpose of giving Mortgage Brain the full benefit of
this clause.
6.3
You shall notify Mortgage Brain immediately if you become
aware of any unauthorised access to, use, copying or disclosure of, any part of
the Integration Information including any feature of the design or structure of
any database by any person and permit Mortgage Brain’s staff immediate remote
access to the Integration Information or immediate access to the location or
such other location as Mortgage Brain may consider necessary or appropriate to
ensure and monitor compliance.
7.1
No representation warranty or guarantee by Mortgage Brain
shall be implied in respect of the rights (if any) of third parties or the
infringement of the rights of third parties nor in respect of the accuracy or
completeness of the Integration Information.
7.2
Mortgage Brain shall not be liable for any errors or
omissions in the Integration Information nor for any loss incurred by you
either directly or indirectly through the use of or as a result of the use of
the Integration Information.
7.3
Disclosure or use of the Integration Information in breach
of this Agreement shall be deemed to be a breach of this Agreement for which
damages alone are not necessarily an adequate remedy.
8.2.1
such data or information shall remain subject to this
agreement until it is destroyed in
accordance with your normal operating procedures; and
8.2.2
if such data or information is recalled for any reason then
you will then delete it forthwith.
Unless otherwise
specified, all costs in connection with the negotiation, preparation, execution
and performance of this Agreement, and any documents referred to in it, as well
as all costs incurred by you arising in connection with your implementation and
management of the integration with Mortgage Brain’s systems will be borne by you.
10.1
Nothing in this Agreement shall in any way exclude or limit
your or Mortgage Brain’s liability for death or personal injury caused by
negligence, or liability for fraudulent misrepresentation, or for any breach of
Our obligations as to title under section 12 of the Sale of Goods Act 1979 or
section 2 of the Supply of Goods and Services Act 1982 or for any other
liability which by law it is not possible to exclude or limit.
10.2
Mortgage Brain shall have no liability to you in respect of
any defaults irrespective of the circumstances giving rise to the event(s) causing
them.
10.3
You confirm that neither Mortgage Brain nor any of its
representatives has made any claims or representations of guaranteed or
anticipated profits that may result from the use of the integration and
Mortgage Brain expressly disclaim liability for any profit projections which
may have been provided by you.
Where
any provision of this Agreement is declared by any competent authority to be
void voidable illegal or otherwise unenforceable that provision shall be
severed from this Agreement and the remaining provisions of this Agreement
shall remain in full force and effect.
This Agreement
shall be construed in accordance with and governed by English law and the
Parties submit to the exclusive jurisdiction of the English Courts.
This agreement creates
no rights in any third parties to enforce its terms pursuant to section 1 of
the contracts (Rights of Third Parties) Act 1999.