PART A APPLICANT S DETAILS AND DECLARATION APPLICATION FOR APPOINTMENT TO THE SOCIETY S PANEL OF MORTGAGE INTERMEDIARIES Norwich & Peterborough Building Society is a trading name of Yorkshire Building Society 1. Mortgage Intermediary name 2. Mortgage Intermediary is (please tick appropriate): An individual A partnership A company 3. Mortgage Intermediary s profession/type of business (please delete where appropriate) 4. Mortgage Intermediary s Address (business) Address: Postcode: Telephone Number: Fax Number: Email Address: 5. Where Mortgage Intermediary is an individual, please give details of Professional Qualifications/Regulatory Organisation 6. Where Mortgage Intermediary is a partnership or company, please list a) the number of partners/directors b) the names of ALL partners/directors 7. Name of Parent Company (if applicable) 8. Financial Services Register Registration Number (if applicable) 9. Where did you hear about N&P Commerical Lending (please tick appropriate) Internet search Business Mortgage Expo Business Moneyfacts Magazine Verbal recommendation NACFB Publication Other (please specify) NPS 1945 (CMM205B) 12/12/17 Page 1 of 8
Please read and sign the following declaration DECLARATION Partnerships - ALL partners must sign the application form. Companies - ALL directors must sign the application form In this declaration we our us and the Society refers to Yorkshire Building Society trading as Norwich & Peterborough Building Society. Please note, as part of this application, you will also need to provide a copy of your FCA authorisation. Data Protection Act 1998 ( The Act ) How we will use the information: In considering your application to join our panel, we will search your record at credit reference agency/agencies. Where the applicant is a partnership or company, we will also carry out searches of the records of all the partners or directors at credit reference agency/agencies and at Companies House. The credit reference agency/agencies will supply us with credit information as well as information from the Electoral Register. This will add to your record details of our search. This will be seen by other organisations carrying out later searches. We may from time to time continue to carry our these type of searches to review our ongoing agreement with you. When you have completed this form, you will need to provide evidence of personal identity. Where the applicant is a partnership or company, every partner/director must provide evidence of personal identity. We will only accept any one of the following documents as evidence of personal identification: 1) Current United Kingdom passport 2) United Kingdom Photocard driving licence 3) Full United Kingdom driving licence If a copy of an identification document is provided as proof of identity, the copy document must be a certified true copy and must have been certified by a professional person. Professional persons who may certify the copy document are either a solicitor or accountant. The person certifying the document should also sign and print their name and give their position and contact information. This should include the business address, telephone number and date. A company stamp displaying this information is preferable but handwritten information is acceptable. Documents can be accepted when certified by the following individuals: YBS Group staff, other financial institution staff, accountant, solicitor/barrister, Commissioner for Oaths, financial adviser (FCA registered), Commanding Officer in the Military (if posted abroad) or Embassy/Consulate Official (if abroad). If you agree that the Society can undertake a credit search to confirm identity, please note we will use the information you provide and, for the purposes of the Data Protection Act 1998 (The Act), Yorkshire Building Society is the data controller. We will obtain information about you from records held at credit reference agency/agencies. This information will include details from the Electoral Roll to establish your identity. I/We authorised the Society to carry out searches at credit reference agency/agencies and at Companies House. Important Information If you or any person(s) from your company or your partnership have a criminal record or have committed fraud, you are responsible for making the Society aware of this. Where the Society subsequently discover that you or any person(s) from your company or partnership have declared false information, have a criminal record or committed fraud, the Society reserve their rights to terminate your appointment with the Society. It is important that you give the Society accurate information. If false or inaccurate information is provided and fraud is identified, details will be passed to fraud prevention agencies to prevent fraud and money laundering. Further details explaining how the information held by fraud prevention agencies may be used, can be obtained by contacting us on 0845 300 2511 or full details can be reviewed at www.nandp.co.uk/ personaldataclause. You have a legal right to this information. I/We apply to be appointed to the Society s panel of mortgage intermediaries and I/we agree to my/our appointment being made subject to the Society s Mortgage Intermediary Terms and Conditions in Part B of this form including the Appendix to agreement with Intermediary page. I/We confirm that the information provided above is true and accurate to the best of my/ our knowledge and belief. We declare that where we are a partnership or company, we have provided the Society with the names of all the partners or directors. 1. Signed: Date Name: Position: Date of birth: Home address: Identification provided YES NO If no, please sign below to confirm you are happy for an additional identification check to be done electronically. Signed: Date Page 2 of 8
2. Signed: Date Name: Position: Date of birth: Home address: Identification provided YES NO If no, please sign below to confirm you are happy for an additional identification check to be done electronically. Signed: Date 3. Signed: Date Name: Position: Date of birth: Home address: Identification provided YES NO If no, please sign below to confirm you are happy for an additional identification check to be done electronically. Signed: Date 4. Signed: Date Name: Position: Date of birth: Home address: Identification provided YES NO If no, please sign below to confirm you are happy for an additional identification check to be done electronically. Signed: Date FOR OFFICE USE ONLY Date Entered on PR001 Checks completed and authorised by PLEASE SEND THE COMPLETED FORM TO: Commercial Lending Department Norwich & Peterborough Building Society Peterborough Business Park Lynch Wood Peterborough PE2 6WZ Page 3 of 8
PART B MORTGAGE INTERMEDIARY TERMS AND CONDITIONS Introduction 1. These are the terms and conditions on which Norwich and Peterborough Building Society, a trading name of Yorkshire Building Society (the Society ) will accept intermediated mortgage applications from a mortgage intermediary (the Intermediary). These terms and conditions form part of the Agreement between the Society and the Intermediary. Yorkshire Building Society is a member of the Building Societies Association and is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority (entered in the Financial Services Register under registration number 106085). The Principal office of Yorkshire Building Society is Yorkshire House, Yorkshire Drive, Bradford, BD5 8DJ. Definitions 2. In these terms and conditions the following words and expressions have the following meanings: Agreement means the information, provisions, declarations, terms and conditions contained in Parts A and B of this form as well as the information in the Appendix to Agreement with Intermediary page. Applicable Laws and Regulations means all applicable regulations, laws, rules, guidance and codes of practice including the Financial Services and Markets Act 2000, the Data Protection Act 1998, the Money Laundering Regulations 2007 and any other rules, directions, statements of principle or guidance issued by the FCA or issued by a governmental or statutory body or regulator from time to time. Applicant means a person who applies for a Mortgage from the Society having been introduced to the Society by the Intermediary. Application means an application for a Mortgage, submitted by an Intermediary on behalf of an Applicant. FCA means the Financial Conduct Authority. Intermediary means the person, firm or corporate entity referred to as the Mortgage Intermediary in Part A of this form. Mortgage means a mortgage loan which may be offered by the Society and which is intended to be secured on commercial or semi commercial property in England and Wales. PRA means the Prudential Regulation Authority Appointments to the Society s Panel 3. In consideration of the Intermediary submitting Applications to the Society in accordance with this Agreement, the Society appoints the Intermediary to its panel of intermediaries. The appointment shall continue unless and until terminated by either party in accordance with Clause 6.2 below or by the Society in accordance with Clause 7 below. The Intermediary s Obligations 4.1 The Intermediary shall promptly distribute to its advisors, any information supplied by the Society relating to the Society s lending criteria, procedures, requirements and any relevant terms and conditions of its Mortgages together with any ancillary forms and applications. 4.2 The Intermediary shall ensure that it complies at all times with the Society s procedures and requirements as notified to the Intermediary by the Society from time to time. 4.3 The Intermediary shall comply with the Applicable Laws and Regulations. 4.4 Except where the Intermediary is an Appointed Representative, the Intermediary confirms that the FCA Register Number stated in Part A of this form is correct and agrees that it shall only use its own Register Number in relation to any Application. The Intermediary further confirms that it is and shall always be authorised by the FCA and have the relevant permissions required by the FCA in relation to any Application. 4.5 Where the Intermediary is an Appointed Representative, the Intermediary confirms that it has a contract with a principal firm which is authorised by the FCA which complies with the FCA s rules for Appointed Representatives and that such contract is in existence. 4.6 The Intermediary will provide the Society with all information necessary to enable the Society to comply with the Applicable Laws and Regulations. 4.7 The Intermediary will tell Applicants that it adheres to the Applicable Laws and Regulations. The Intermediary confirms that it will not allow an unauthorised firm or person to give advice to Applicants on a Mortgage and that it will not submit to the Society any Application or on behalf of an unauthorised firm or person. 4.8 The Intermediary will tell the Society immediately in writing if: 4.8.1 (except if it is an Appointed Representative) it ceases to be an authorised firm or person or 4.8.2 (if it is an Appointed Representative), it ceases to be an Appointed Representative including where the contract between the Intermediary and its principal is terminated (for whatever reason) 4.8.3 if it is under investigation by the FCA or any other regulatory, enforcement or government body for any reason, in which case it will supply full details of the investigation(s); 4.8.4 it becomes aware of any fraud or improper conduct in relation to an Application. Page 4 of 8
4.9 The Intermediary acknowledges that the Society will rely upon the information provided by the Intermediary in respect of each Applicant and each Application. The Intermediary shall take all appropriate steps to verify the information provided by each Applicant and in each Application. The Intermediary shall not, however be liable to the Society for any loss or cost (whether direct or indirect) suffered by the Society as a result of the Application provided that the Intermdiary has acted in good faith and has complied with all legal and regulatory requirements applicable to it at all material times and : 4.9.1 has complied with the Society s procedures and requirements referred to in Clause 4.1 above; and 4.9.2 has taken all appropriate steps to verify the information provided by each Applicant and in each Application; and 4.9.3 prior to the Application, had specifically referred such Application to the Society for approval and had received such approval from the underwriters. 4.10 The Intermediary will ensure that the Applicant is advised that all information provided by the Applicant will be supplied to the Society and that the Society will communicate with the Applicant as soon as their details and the details of the Application are passed to the Society. Financial Terms 5.1 The Society will pay a fee for each Mortgage in accordance with the details set out in the Appendix to this Agreement. 5.2 Subject to Clause 5.3, if this Agreement expires or is terminated, the Intermediary will still be entitled to payment of fees in respect of a Mortgage where such mortgage was introduced by the Intermediary before the end of the Agreement even though the relevant Mortgage completes after that date. 5.3 The Intermediary will not be entitled to receive payment of any fees if, at the time the payment is due, this Agreement has been terminated by the Society in accordance with clauses 7.1, 7.2, or 7.3 or if the Society suspects that the Intermediary has not complied with the terms of this Agreement. 5.4 The Society reserves the right to claw back any fee paid by the Society to the Intermediary where the Applicant either redeems their Mortgage within 6 months of completion or makes a lump sum capital repayment which results in an early repayment charge being made under the terms and conditions of the Mortgage. Where the Society exercises its discretion to claw back any fee, it shall give notice in writing to the Intermediary and the Intermediary shall repay the procuration fee within 14 days of receipt of the notice. 5.5 Subject Clause 5.3, each party shall be entitled to set off any sums owed to it by the other party against any payments due to that other party in accordance with this Agreement. Any exercise by a party of its rights under this clause shall be without prejudice to any other rights or remedies available to that party under common law or otherwise. 5.6 The Society may vary the level of fees payable at any time by giving 14 days written notice to the Intermediary. This will not affect fees payable in respect of a Mortgage which has completed before the date of that notice but in respect of which a payment has not yet been made. Duration of the Agreement 6.1 This Agreement begins on the date stated in the Appendix and will continue until terminated in accordance with clause 6.2 or clause 7. 6.2 The Society or the Intermediary can terminate this Agreement by giving 28 days written notice at any time. Termination 7. The Agreement may be terminated immediately on notice by the Society: 7.1 if it has reasonable grounds for believing that acts of dishonesty or fraud may have taken place in connection with any Application, Mortgage, Applicant with the knowledge of the Intermediary; or 7.2 if it has reasonable grounds for believing that believing that the Intermediary has committed a breach of the Applicable Laws and Regulations, or that its Financial Services Register Registration Number has been rescinded and/or its permissions have been revoked; 7.3 for a reason associated with the provisions of Clause 8 of this Agreement; 7.4 if the Intermediary is no longer authorised or does not have the relevant permissions or contract in place as required under Clause 4.8.1 and Clause 4.8.2 respectively of this Agreement or if it cannot fully perform all of its obligations under this Agreement. 7.5 if there is a sale or other disposal of the Intermediary s business; 7.6 if the Intermediary is a partnership, there is a dissolution of the Intermediary s partnership; 7.7 if there is an existence of a voluntary arrangement with creditors or sequestration or administration order in relation to the Intermediary or liquidation, bankruptcy, a notice of intention to appoint an administrator is served in respect of an application for an administration order is presented or a notice of appointment of administration is served, or appointment of a receiver or a winding-up petition is presented in relation to the Intermediary, or the Intermediary is subject to an event analogous to the above events in any other jurisdiction; 7.8 if the Intermediary ceases or threatens to cease to carry on business or suspends all or substantially all of its operations, or suspends payment of its debts or becomes unable to pay its debts or is deemed to be unable to pay its debts within the meaning of section 123, 222, 223, 224 or 268 of the Insolvency Act 1986, or the Intermediary is subject to an event analogous to the above events in any other jurisdiction 7.9 where the Intermediary is a limited company, there is a change of Control (as defined in Section 1124 of The Corporation Tax Act 2010) of the Intermediary, or the Intermediary is subject to an event analogous to the above events in any other jusrisdiction. 7.10 On the occurence of any of the above events listed in sub-clauses 7.1 to 7.9, the Intermediary shall immediately notify the Society in writing. 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Data Protection 8.1 If a party is a Data Controller as defined in the Data Protection Act 1998 ( the Act ), that party shall fully comply with its obligations as a Data Controller as set out in the Act. Where the Intermediary is the Society s Data Processor (as defined in the Act) the Intermediary shall: 8.1.1 take all technical and organisational measures necessary to ensure that any Personal Data (as defined in the Act) to be processed by it in connection with this Agreement is protected against loss, destruction or damage and any misuse, unauthorised or unlawful use, modification or processing; 8.1.2 on request provide to the Society evidence of compliance with its obligations in this Clause 8 and otherwise co-operate with the Society in all respects to enable the Society to satisfy itself that the appropriate measures have been taken; 8.1.3 process the relevant Personal Data only in accordance with the purposes of fulfilling its obligations under this Agreement, the instructions of the Society and the procedures notified under the terms of this Agreement; and 8.1.4 not transfer Personal Data which has been obtained by or made available to it to any country outside the United Kingdom without the prior written consent of the Society, such consent may be subject to and given on such terms as the Society may in its absolute discretion prescribe; 8.2 The Intermediary will indemnify the Society against all actions or claims which may be brought or made against the Society and all losses, costs and expenses which the Society may incur as a result of the Intermediary s failure to comply with the provisions of this Clause 8. 8.3 The Intermediary will immediately notify the Society if it: 8.3.1 becomes aware that a disclosure of Personal Data may be required by law; 8.3.2 receives a request from an individual to access their Personal Data or to cease or not begin processing, or to rectify, block, erase or destroy Personal Data. The parties will co-operate in promptly investigating and dealing with such request in order to ensure that the individual s rights under the Act are satisfied; 8.3.3 receives any request, correspondence, notice or other communication whether orally or in writing from the Office of the Information Commissioner, or any other person, relating to the Personal Data: or 8.3.4 becomes aware of a breach of Clause 8. 8.4 The Intermediary shall promptly complete and return to the Society on request from time to time any questionnaire designed to evaluate the Intermediary s compliance with the Intermediary s obligations in respect of Personal Data under this Agreement. Complaints 9. The Intermediary agrees that in respect of any complaints arising from something that the Intermediary has done or failed to do, it shall deal with any such complaints in compliance with the requirements set out by the PRA, FCA and the relevant ombudsman. The Intermediary shall co-operate fully and promptly with the Society in response to a request by the Society for any information relating to an Application and in relation to the investigation of any complaint made by an Applicant. General 10. The Society may vary or amend this Agreement at any time by notice in writing to the Intermediary. 11. Any notices or communications to be given by the Society to the Intermediary shall be deemed sufficiently given when sent by first class post or delivered by hand to the Intermediary at the address for the Intermediary appearing in the Financial Services Register at the appropriate time and shall be deemed to have been received on the second working day after posting (in the case of service by first class post) or the date of delivery if made before 5pm on a working day or on the next working day thereafter. 12. Any notices or communications to be given by the Intermediary to the Society shall be deemed sufficiently given when sent by first class post or delivered by hand to the Society at Norwich & Peterborough Building Society, Commercial Lending, Peterborough Business Park, Lynch Wood, Peterborough, PE2 6WZ and shall be deemed to have been received on the second working day after posting (in the case of service by first class post) or the date of delivery if made before 5pm on a working or on the next working day thereafter. 13. This Agreement is governed by and is to be interpreted in all respects in accordance with the laws of England and each party submits to the non-exclusive jurisdiction of the English courts. 14. The Intermediary shall not, and shall procure that its directors, employees, agents, Intermediary s contractors or subcontractors shall not, engage in any activity, practice or conduct which would constitute an offence under any Bribery and Corruption Laws. The Intermediary warrants to the Society that, to the best of its knowledge, neither it nor any of its directors, employees, agents, Intermediary s contractors or sub-contractors has at any time prior to entering into this Agreement, committed any offence under the Bribery and Corruption Laws. The Intermediary shall have in place adequate procedures designed to prevent any person working for or engaged by the Intermediary or any other third party in any way connected to this Agreement, from engaging in any activity. practice or conduct which would infringe any Bribery and Corruption Laws. Breach of this Clause 14 shall entitle the Society to terminate this Agreement by written notice with immediate effect. Bribery and Corruption Laws means the Public Bodies Corrupt Practices Act, the Prevention of Corruption Act 1906, the Prevention of Corruption Act 1916 and the Bribery Act 2010. 15. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. If a person who is not a party to this Agreement is stated to have the right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, the parties may rescind or vary this Agreement (and any documents entered into pursuant to or in connection with it) without the consent of that person. Page 6 of 8
16. This Agreement (together with all other documents to be entered into pursuant to it) sets out the entire agreement and understanding between the parties, and supersedes all proposals and prior agreements, arrangements and understandings between the parties, relating to its subject matter. Each party acknowledges that in entering into this Agreement (and any other document to be entered into pursuant to it) it does not rely on any representation, warranty, collateral contract or other assurance of any person (whether party to this Agreement or not) that is not set out in this Agreement or documents referred to in it. Each party waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of any such representation, warranty, collateral agreement or other assurance. The only remedy available to any party in respect of any representation, warranty, collateral contract or other assurance that is set out in this Agreement (or any document referred to in it) is for breach of contract under the terms of this Agreement (or the relevant document). Nothing in this Agreement shall, however, limit or exclude any liability for fraud of fraudulent misrepresentation. 17. Each party shall do and execute, or arrange and procure for the doing and executing of, any act and/or document reasonably requested of it by any other party to implement and give full effect to the terms of this Agreement. 18. Termination or expiry of this Agreement for any reason shall not affect any rights or liabilities that have accrued prior to such termination or expiry or the coming into force or continuance in force of any term that is expressly or by implication intended to come into or continue in force on or after termination or expiry. 19. Delay in exercising, or failure to exercise, any right or remedy in connection with this Agreement shall not operate as a waiver of that right or remedy. The waiver of a right to require compliance with any provision of this Agreement in any instance shall not operate as a waiver of any further exercise or enforcement of that right and the waiver of any breach shall not operate as a waiver of any subsequent breach. No waiver in connection with this Agreement shall, in any event, be effective unless it is in writing, refers expressly to this Clause 19 is duly signed by or on behalf of the party granting it and is communicated to the other party in accordance with Clauses 11 and 12. 20. The parties intend each provision of this Agreement to be severable and distinct from the others. If a provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, the parties intend that the legality, validity and enforceability of the remainder of this Agreement shall not be affected. Page 7 of 8
APPENDIX TO AGREEMENT WITH INTERMEDIARY This Appendix is an appendix to and forms part of the Agreement with Intermediary entered into between the Society and the Intermediary. The principal terms are set out in the Agreement with the Society has coded NPS1945 1. Date of Agreement 2. Intermediary Intermediary address Intermediary principal contact 3. Financial Services Register Registration Number Where the Agreement is being entered into by a limited company or a firm which is registered with the FCA, the capacity of any individual authorised to sign the Agreement on behalf of the Intermediary must be stated here: 4. Fee payment arrangements: 4.1 For each Mortgage the Society will pay the Intermediary the greater of: (i) [ ] % of the Mortgage; or (ii) inclusive of VAT 4.2 In order that the Society can pay the fee specified in Clause 4.1 by electronic transfer direct to the Intermediary s bank account, the Intermediary confirms that the details of its bank account are as follows: Name of Intermediary s bank Address of bank Sort code Account Number Name of Account 4.3 Any electronic payment made in accordance with Clause 4.2 will be done by BACS and so will take 3 working days to be received in the Intermediary s bank account from date the payment is sent by the Society. 5. Any amendments or additional information agreed between the Society and the Intermediary. If this section is not completed then there are none. Page 8 of 8