1. DEFINITIONS AND INTERPRETATION

The following terms have the following meanings unless the context requires otherwise:

"Applicable Regulations" means the Financial Services and Markets Act 2000, the Consumer Credit Act 1974, the Data Protection Act 1998, the Mortgage Code issued by the Mortgage Code Compliance Board and any other law, regulation or code applicable in the context to You or Your business.

"Client" means any existing or potential client of Yours in relation to whom You use Prospector.

"Client Data" means in relation to each and every Client all Personal Data and all other data relating to the Client whether disclosed to You by the Client or by anyone else including a Product Provider.

"Intellectual Property Rights" means all intellectual and industrial property rights anywhere in the world, including, without limitation, any invention, patent, design or utility model rights, any copyright and trade marks, service marks, database rights, topography rights, commercial or confidential information, know-how or trade secrets, and any other rights of a similar nature whether or not registered, and the right to apply for any of them.

"Licence" means a Prospector licence granted on these Terms.

"Linked Applications" means any application or software program or product from time to time other than the Prospector software itself which: (A) is (i) contained on the disk holding the Prospector software; or (ii) accessible via the Prospector software via any software interface, link or the internet; and (B) is not software owned by Us or any member of the IFonline group of companies. On first opening a Linked Application via Prospector a notice will be displayed advising that it is a Linked Application.

"Personal Data" has the meaning given to it in the Data Protection Act 1998.

"Product Provider" means any provider of mortgages or other services details of which are available via Prospector.

"Prospector" means the mortgage product search, selection, application, processing and other mortgage facilities provided by Us using the Prospector software including but not limited to the proprietary data and processes as well as trading information, data bases and files including any modifications thereto; and the on-line help screens and other user documentation provided by Us to You, as such may be revised from time to time. The term "Prospector" does not include any Linked Application.

"Regulatory Authority" means any regulatory authority which has responsibility for regulating Us, You or a Product Provider and/or any of Our, Your or their services or products.

"Terms" means these terms and conditions.

"We" means Trigold Software Solutions Limited (No. 0351690) whose registered office is at Trigold, 2nd floor, Octagon House, 81-83 Fulham High Street, London, SW6 3JW and "Our", "Us" and "Ours" shall be construed accordingly.

"You" means the person who has registered to use the Prospector where he or she is an individual or sole trader or, where he or she is an employee of a corporate body or partnership, both that person and his or her employer; and "Your" shall be construed accordingly.

2. LICENCE

2.1 We charge Licence fees for each single user, non-exclusive and non-transferable licence that we grant for an individual within Your organisation to use Prospector:
2.1.1 on a single computer (or if the individual requires Prospector on a desktop and a laptop it can be installed for the sole use of the individual on both computers); or
2.2.2 on a network,
subject to payment of subscription fees in accordance with clause 3.1 and use of Prospector in accordance with these Terms. You are also granted a non-exclusive and non-transferable licence in respect of Your use of any Linked Application during the currency of each of Your Prospector licences, subject to Your payment of any additional or separate applicable licence or other fees and these Terms.

2.2 Any Linked Application or link to a Linked Application may be withdrawn at any time; where practicable You will be given advance notice of this via a news item or update on Prospector.

2.3 Your Prospector Licence shall terminate immediately if you fail either to pay any subscription fees in accordance with clause paragraph 3.1 or to comply with any other provisions of these Terms.

2.4 You shall not perform any of the following:
2.4.1 reverse engineer, decompile, disassemble or re-engineer Prospector except as may be specifically required by statute;
2.4.2 copy or reproduce any portion of Prospector except to make two copies for archival purposes, for use in an emergency or for replacement of a copy of a copy made on defective media;
2.4.3 prepare any derivative works of Prospector (except for Clients or for Your administration purposes) or authorise any third party to prepare any derivative works thereof; or
2.4.4 commercially re-distribute any information or data obtained directly or indirectly from Prospector other than to Your Clients.

3. CONDITIONS OF USE

3.1 You shall pay Us for Your Use of Prospector the sum specified from time to time in our published tariffs or as otherwise agreed. The tariffs will be notified to You from time to time. You shall pay or procure the payment of all sums due by You to Us within 30 days of receiving an invoice or, if We so require, make arrangements to pay by direct debit on the direct debit submission due date.

3.2 In using Prospector and any Linked Applications You must comply with all Applicable Regulations.

3.3 We own or have a license to use the Intellectual Property Rights in Prospector and its contents and a permission or right to use or link to any Linked Applications. You may only use Prospector and reproduce it in hard copy form for the purposes of accessing and using Prospector for your own business use and for reference purposes. The contents may not otherwise be reproduced, distributed or transmitted to any other person without Our permission. You may make a copy of Prospector for back up purposes. You may only use any Linked Application on the same basis as Prospector and subject to any specific terms and conditions notified to you or applying to its use.

3.4 Trigold and Prospector are Our trademarks. Other product and company names appearing on Prospector may be the trade marks of their respective owners and should not be reproduced or copied without the owner's permission.

3.5 Prospector encrypts data held on a computer or laptop when it is downloaded to Us on online synchronisation but otherwise such data is not encrypted and is held in clear. It is your responsibility to ensure appropriate security of your premises and any laptops on which Prospector is loaded and keep Your password and user ID numbers secret. You are responsible for and accept liability for any use of the Prospector by You or anyone else using a user ID and password issued to You. Any unauthorised use of Prospector and/or Your password and user ID should be notified to Us immediately by e-mail at This e-mail address is being protected from spambots. You need JavaScript enabled to view it

3.6 You will keep all Client Data confidential and not disclose them or any part of them to anyone without the express permission of the relevant Client and will only use Client Data for the purposes for which you have been authorised to use them by the relevant Client.

3.7 The information and tools on Prospector are not intended to be advice, whether financial, investment or otherwise. The information available on Prospector is derived from information provided by Product Providers and We give no warranty of any kind, express or implied, and make no representation with regard to the accuracy, timeliness or completeness of such information. It is important that You synchronise Prospector on-line on a daily basis to update the information held by it by download from our systems.

3.8 You should inform every Client of the matters set out at clauses 3.6 and 5.2.

3.9 We have no responsibility for the content of any Linked Application, its operation, including without limitation the processing integrity, security of data and freedom from viruses and corruption of data, and do not endorse any Linked Application.

4. WARRANTIES/INDEMNITY

4.1 You warrant to Us that:
4.1.1 if you are an employee you are authorised by your employer to agree to these Terms, and
4.1.2 every time you tell Us You are authorised by a Client to act on their behalf you are so authorised;
4.1.3 You and Your employees will comply with the Conditions of Use set out in clause 3;
4.1.4 You are duly authorised in accordance with all Applicable Regulations and by all Regulatory Authorities to undertake your business activities and advise Clients;
4.1.5 the information provided in registering for Your use of the Prospector is in all respects accurate and up to date and that you will immediately notify us of any changes as soon as they occur by e-mailing us at This e-mail address is being protected from spambots. You need JavaScript enabled to view it and you agree we may use such information to enable Us to administer and service your use of Prospector and for other related purposes including advising you of other products or related services of group companies or our trading partners;
4.1.6 any details entered on Prospector on behalf of a Client are correct and accurate.

4.2 You agree that in relation to any claim, proceeding, dispute or allegation brought against Us by a third party (including Clients) arising out of or in connection with Your use of Prospector You shall be liable for and will fully indemnify Us against any and all liability, loss, damage, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by Us.

5. PRODUCT PROVIDERS AND LINKED APPLICATIONS

5.1 We will not be a party to, or in any way responsible for, any arrangements regarding products or services available from Product Providers and providers of Linked Applications and shall not be responsible in any way for any costs, claims, damages and liability arising in relation to those products or services even if the contract in question was entered into as a result of or through use of Prospector or a Linked Application.

5.2 No contract will come into existence between a Client and a Product Provider or Linked Application provider until confirmed in writing in hard copy form or as stipulated by the Product Provider or Linked Application provider.

5.3 Your access to and use of websites and services of Product Providers or Linked Applications is entirely at Your own risk and We accept no responsibility for and exclude liability for any loss or damage caused by the content of, use of or reliance on information or tools contained in such websites or for any services provided by Product Providers or Linked Application providers. We do not accept liability for error or omission.

5.4 You agree not to make a claim against Us for any loss or damage You may suffer as a result of the use of any service or website of a Product Provider or Linked Application providers.

6. TERMINATION

6.1 Your Licences shall continue indefinitely unless and until terminated in accordance with this clause 6.

6.2 Either You or We may give the other not less than one month's written notice to terminate Your Licences at the end of the calendar month that notice is given.

6.3 If you breach any of the Terms we reserve the right to cancel your user ID and password immediately and without notice and cease to provide you with updates to Prospector.

6.4 We may terminate a Licence at any time should we not receive prompt payment of any invoice relating to your licence.

7. WARRANTIES AND LIABILITY

7.1 We will be liable for death or personal injury resulting from Our negligence or that of Our employees whilst acting in the course of their employment and the scope of their authority, for fraud and fraudulent misrepresentations.

7.2 Except in respect of Clause 7.1, our total liability in any period of 12 months in respect of any incident or series of incidents arising out of the same subject matter in relation to Your use of Prospector will be limited to the subscription monies received by Us from You in the previous 12 months in respect of your use of Prospector.

7.3 We will not be liable to You for loss of profit; business interruption; loss of business information; loss of goodwill; other commercial loss; loss of opportunity or for any indirect, special or consequential loss (whether or not the possibility of such loss was brought to our attention or was foreseeable by Us) suffered by You or damages suffered by any Client arising out of or in connection with Your use of Prospector or its unavailability or financial decisions made by any Client based on information received by a Client by means of Prospector regardless of whether such damages arise in tort or in contract and regardless of whether We have been advised.

7.4 We make no warranty that the Prospector will meet Your requirements or will be compatible with Your computer equipment or that Your use of it will be uninterrupted, timely, secure or error-free but We will exercise reasonable skill and care. We do not make, and You now expressly waive, all other warranties regarding Prospector, express or implied, including the warranties of merchantability and warranties of fitness for a particular purpose.

7.5 We exclude any liability for:
7.5.1 non-availability of: (i) updates to the Prospector database of information or (ii) synchronisation to our systems for any on-line or intrenet based tools or functionality of Prospector or (iii) Linked Applications;
7.5.2 Your inability to access any Product Providers or their products via Prospector at any time;
7.5.3 unauthorised disclosure of Client Data; and
7.5.4 any illegal action of a third party on the internet such as hacking or the introduction of any virus or contaminant or denial of service attack arising from circumstances beyond our reasonable control.

8. DATA PROTECTION

8.1 You will be a Data Controller within the meaning of the Data Protection Act 1998 of all applicable Personal Data and You hereby appoint Us as Your Data Processor in respect of any such data which is uploaded to us on making any product applications online or any use of the Tracker product and acknowledge this may include data taken from or transferred to a Linked Application.

8.2 The instructions given by You to Us in respect of Personal Data shall at all times be in accordance with the Applicable Regulations.

8.3 We shall process Personal Data in accordance with Your instructions from time to time. Your use of any tools or automated funtionality of Prospector such as mortgage application submission or use of any Linked Applications shall constitute your instructions to process Personal Data in accordance with the operation of such tools and products, including transfer of Personal Data to third parties.

8.4 We shall ensure that all employees engaged by Us to provide the Services are aware of data protection and confidentiality laws and the requirement for care in handling personal data.

8.5 We shall assist You with all subject information requests which may be received from Clients.

8.6 We shall not disclose Personal Data to a third party in any circumstances other than at Your request.

8.7 We will allow Our data processing facilities, procedures and documentation to be submitted for scrutiny by Your auditors in order to ascertain compliance with the Applicable Regulations and these Terms.

8.8 We warrant that We have appropriate operational and technological processes and procedures in place to safeguard against any unauthorised access, loss, destruction, theft, use or disclosure of Personal Data.

9. USE OF YOUR NAME AND TRADEMARK FOR ADVERTISING

9.1 We may refer to You by name as a user of Our services in any advertising of Ours and use a copy of Your trademark or trading style for those purposes. You hereby grant to us a and our related group companies non-exclusive, non-transferable royalty free licence to use your trademark solely for that purpose.

10. GENERAL

10.1 You shall notify Us immediately if You become aware of any breach on Your part of any Applicable Regulation or become the subject of a formal investigation or disciplinary or enforcement action by any Regulatory Authority.

10.2 If any part of the Terms shall be determined invalid, unlawful or unenforceable to any extent then such term, condition or provision or part shall be severed from the remaining Terms which shall continue to be valid and enforceable to the fullest extent permitted by law.

10.3 We may change the Terms from time to time with new releases. By continuing to use Prospector following a change to the Terms You agree to be bound by any such changes. The Terms in force form time to time will be available from the main page.

10.4 We may assign this agreement to a company within our group or for the purposes of any securitisation or analogous transaction.

10.5 The Terms shall be governed by and construed in accordance with the laws of England and Wales.

10.6 We and You hereby submit to the exclusive jurisdiction of the Courts of England and Wales in relation to any claim, dispute or difference which may arise under these Terms.

All Rights Reserved. Trigold.