Terms and Conditions

Standard

I. Introduction

The following standard terms and conditions (the “Terms and Conditions”) govern all use of the European DataWarehouse ABS data repository website (the “Site”) and the services offered on or through the Site (collectively, the “Services”). The Site and the Services are operated by European DataWarehouse Ltd (“EDW”). By using the Site, all users do hereby represent, warrant, understand, agree to, and accept the Disclaimer and the Terms and Conditions and all other operating rules, guidelines and processes published by EDW on the Site and the EDW Website (EDW), which apply in addition to these Terms and Conditions (collectively, “EDW Terms of Use”). If you do not agree with EDW Terms of Use, the Disclaimer or these Terms and Conditions, please do not use the Site.

II. Changes to the Terms and Conditions

EDW as operator of the Site reserves the right to revise, change or remove – in whole or in part – the Terms and Conditions at any time with effect for the future. It is your responsibility to inform yourself about them and to regularly check for changes. Your continued use of the Services and the Site after the publication of changes to the Terms and Conditions constitutes your acceptance of these changes. Should you not agree with the same, you must stop using the Site and cancel your account immediately.


III. Service Description

EDW is a UK Securitisation Repository authorised by the FCA in accordance with the UK Securitisation Regulations 2024 and the FCA Securitisation Sourcebook (‘FCA SECN’) which lays down a general framework for securitisation and creates a specific framework for simple, transparent and standardised securitisation (‘UK Securitisation Regulatory Framework’).

The purpose of EDW is to facilitate the collection, validation, and download of standardised loan-level data (“LLD”), relevant documentation and other data (the “Data”) relating to transactions in Asset-Backed Securities (“ABS”) or other financial instruments (the “Transactions”) and to perform a variety of data quality checks to ensure the uploaded information is of the highest quality. EDW provides fast access to data in both aggregated and raw formats, allowing for a high degree of ABS portfolio transparency.

For purposes of these Terms and Conditions, “Content” means, without limitation, all information, data and/or documents provided to EDW to be uploaded and published in the Site or otherwise made available on or through the Services, pursuant to the UK Securitisation Regulatory Framework.

EDW may amend the Services on reasonable notice, including in response to changes in law or regulations, for maintenance purposes or for general development of the Services.

The Services provide you with the ability to access to the Content of the Site.

IV. Registration Requirements

In order to use the Services as a registered member (“Registered Member”), you must:

a) complete the Site registration process as indicated in the EDW Website (Register with ED)

b) be validated by EDW as eligible user;

c) only access the Services using the Email Address registered with EDW and the password provided as Registered Member;

d) comply with any additional terms agreed with EDW, if applicable.

By using the Site, all users do represent, warrant, understand, agree to, and accept the Disclaimer, the Terms and Conditions and all EDW Terms of Use, as applicable.


V. Unauthorised Access

Your account and password as Registered Member are solely for your individual use to access the Site and the Content and you may not permit anyone else to use them or your account. You are responsible for all use of the Site and Services and Content accessed through your account (including any illicit use of your account or password) and for preventing such unauthorized use.

If you believe there has been unauthorized access or use of the Site, the Services or any Content through your account credentials, you must notify EDW immediately by emailing enquiries@eurodw.co.uk and or calling +44 (0) 20 3997 6861.


VI.Trademarks and Copyrights

All trademarks and copyrights appearing on the Site are property of EDW, unless they are identified as third-party rights or are identifiable as such in any other way. It is expressly prohibited to use the Site, Services, or any Content in a manner that infringes or violates the intellectual property or proprietary rights of EDW or any third party, including, without limitation, the rights of privacy and publicity.


VII. Limitation of Liability

The Content in the Site is for information purposes only and, unless otherwise agreed contractually with EDW in writing, it is not intended for distribution. The Content in the Site is not intended for any unlawful purpose. It is owned and provided by third parties and EDW has not independently verified the information contained therein. Your use of, and any reliance you place on any Content on this Site is entirely and strictly at your own risk, for which EDW shall not be liable.

The Services (including, but not limited to, the Content) are provided “as is” and “as available” without any express or implied warranties of any kind. Accordingly, EDW does not provide any warranty or representation of any kind, expressly or implied, as to the accuracy, timeliness, performance, completeness, reliability, availability or suitability of the Content found or offered on the Site and the results that may be obtained by using the Site, the Services and/or the Content.

You acknowledge that such information and materials may contain inaccuracies or errors and EDW expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by law.

In no event will EDW be liable for any loss or damage including without limitation, direct, indirect, or consequential, or any loss or damage of any type whatsoever arising from loss of data or profits or damages to third parties, arising out of, or in connection with, the use of the Site, the Content and/or the Services, except in cases involving wilful misconduct or gross negligence of EDW.


VIII. Unauthorised Use

You hereby undertake to use the Service in accordance with the Terms and Conditions and EDW’s Terms of Use. The Unauthorised and/or unlawful use of the Site may give rise to a claim for damages and/or be a criminal offence.

Users and/or Registered Members of the Site may not­—through hacking, password mining, or any other means—violate the security of the Site or of the documentation published therein, or attempt to gain unauthorised access to the Site, its content or EDW computer systems. Registered Members may not share their password or other login credentials to any third party that has not been duly validated and registered as a Registered Member of EDW.

You are responsible for ensuring that accessing to the Site is compatible with the local laws applicable in your location from where you are accessing the Site.


IX. Termination of Services

Unless otherwise agreed contractually with EDW in writing, any Registered Member may terminate their account at any time through written notification to  enquiries@eurodw.co.uk.

EDW may immediately terminate the account of any Registered Member, without being liable to pay damages to them and without prejudice to the right of EDW to claim (additional) damages from them if:

The Registered Member has infringed any provision of the Terms and Conditions and/or the Terms of Use.

The Registered Member in any way acts or neglects to act such as to cause damage to the name, trademarks or intellectual property rights of EDW or any other Registered Member.

EDW is no longer able to contact the Registered Member.


X. Applicable Law and Jurisdiction

In relation to any access to the Site from the UK or other jurisdictions, any legal claims or lawsuits (of whatever kind) arising in connection with the Site, the Services or use thereof are subject to the laws of England & Wales. The Courts of England & Wales shall have exclusive jurisdiction with regard to any contractual and/or non-contractual disputes arising from and/or in connection with these Terms and Conditions.

CSV2XML

These Terms and Conditions constitute an agreement between European DataWarehouse Ltd. (“EDW”) and the user of the Converter (“you”) (each a “Party” and together, the “Parties”), and govern both parties’ rights and obligations once you become a user of EDW Converter and each time you access or use EDW Converter.

 

A. Services

1. Scope

1.1. EDW enables you to convert CSV files (the “CSV”) into XML files using the Converter available on the Website. Once you are registered with EDW and logged on the Website, the Converter will accept your CSV and will automatically convert it into an XML file without human interaction.

1.2. If the conversion process results in a valid XML file (“Successful Conversion”) you will be able to immediately download the Successful Conversion. If the conversion process fails, a log file listing the errors detected during the process (the “Log”) will be immediately made available to you for download. The conversion process may fail due to, inter alia, file naming conventions and invalid data format in the CSV.

1.3. The CSV and the Successful Conversion or the Log will be stored at EDW for 1 (one) month and provided to you upon request. Upon expiry of the one-month timeframe, the CSV and the Successful Conversion of the Log will be permanently deleted and you will not be entitled to reclaim it.

1.4. Notwithstanding paragraph 1.3., you can delete the CSV and the Successful Conversion or the Log stored at EDW immediately after the conversion process selecting this option on the Website.

1.5. Each Successful Conversion includes the automatic generation of a data completeness score and a data completeness scoring matrix.

 

B. Fees and Payment Terms

1.1. You shall pay EDW the fee in return for the Services as set out in the Pricing schedule available at https://eurodw.co.uk/solutions/pricing

1.2. All fees payable shall be paid within 30 calendar days of your receipt of EDW’s invoice. If undisputed amounts remain outstanding past the due date, EDW will be entitled to suspend your access to the Converter and take any legal actions as appropriate.

 

C. General

1. Service Access

1.1 EDW may amend the Services on reasonable notice, including in response to changes in law or regulations, for maintenance purposes or for general development of the Services. If you take no action within 30 calendar days of us telling you about the changes you will be considered to have accepted those changes. EDW will specifically notify you about this consequence by means of a communication of the respective change. EDW shall use reasonable endeavours to ensure that the Services are available at all times, subject to routine maintenance (which shall be notified to you no less than 24 hours in advance).

1.2 EDW shall provide the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards.

1.3 EDW aims to update the Converter on a regular basis and may change the underlying software or system architecture at any time provided that no such updates or changes shall materially diminish the current functionality of the Converter. If the need arises, EDW reserves the right to suspend access to the Converter, upon reasonable prior written notice to you.

1.4 If you are provided with a user identification code, password or any other piece of information as part of EDW’s security procedures, such user details are provided by EDW for exclusive use by the respective named user and you must treat such information as confidential and not disclose it to any third party, except to the service providers.

1.5 You are responsible for all activities that occur under your personal account, regardless of whether the activities are undertaken by you, your employees or any third party (including your contractors and agents) and, except to the extent caused by EDW´s breach of these Terms and Conditions, EDW is not responsible for unauthorised access to your account. You are responsible for deleting your account if you believe that an unauthorised third party may be using your account or if the account information is lost or stolen.

2. Security

2.1 You shall make all arrangements necessary for you to have access to the Converter. You also shall ensure that all persons who access the Converter through your internet connection or otherwise on your behalf are aware of these Terms and Conditions and comply with its relevant provisions as if they were party to it in your place.

3. Intellectual Property

3.1 All rights in the Converter, unless otherwise indicated, are owned either by EDW or by its licensors. The Converter, unless otherwise indicated, is protected by copyright in Germany and other jurisdictions across the world.

3.2 All trademarks and devices displayed on the Converter, unless otherwise indicated, are owned by EDW and may be registered in many jurisdictions across the world. Save as provided in these Terms and Conditions any use or reproduction of these trademarks and/or devices owned by EDW or its licensors is prohibited.

3.3 You will own all rights in the files that you upload for conversion and in the output that you derive from the conversion.

4. Liability of EDW

4.1 EDW makes no representations or warranties, express or implied, to you or any other person or entity as to the accuracy, results, timeliness, completeness, merchantability or fitness for any particular purpose of the Services or any results, data or information provided in connection therewith.

4.2 To the extent permitted by law and subject to paragraph 4.3 below, EDW hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity or otherwise, and any liability, whether arising in contract, tort (including negligence), for breach of statutory duty or otherwise.

4.3 Nothing in this Agreement shall limit your or EDW’s liability for death or personal injury arising from EDW’s negligence, nor EDW’s liability for fraud or fraudulent misrepresentation, nor any breach by EDW of the terms implied by section 2 of the Supply of Goods and Services Act 1982 or section 12 of the Sale of Goods Act 1979, nor any other liability which cannot be excluded or limited under applicable law.

5. Data Protection

5.1 Where the processing of your personal data is necessary for the performance of the agreement, EDW will process these data as data controller only to the extent strictly required by the contractual relationship between the parties. EDW’s Privacy Policy is available at https://eurodw.co.uk/privacy-notice/.

6. Viruses, Hacking and Other Offences

6.1 You must not misuse the Converter by knowingly introducing viruses, ‘trojan horses’, worms, logic bombs or other material which is maliciously or technologically harmful. You must not attempt to gain unauthorised access to the Converter, the server on which the Converter is stored or any server, computer or database connected to the Converter. You must not attack Converter via a denial-of-service attack or a distributed denial-of-service attack.

6.2 By breaching paragraph C.6.1, you may commit a criminal offence. EDW may report any such breach to the relevant law enforcement authorities and EDW may co-operate with those authorities by disclosing your identity to them. In the event of such breach, your right to use the Converter will cease immediately.

6.3 EDW does not warrant that the Converter or any material of whatsoever nature available on or downloaded from it will be free from viruses or defects, compatible with your equipment or fit for any purpose. It is your responsibility to use suitable anti-virus software on any software or other material that you may download from the Converter and to ensure the compatibility of such software or material with your equipment and software.

6.4 Notwithstanding paragraph C.6.3. above, EDW will take commercially reasonable measures (including the use of suitable virus-screening programs) to prevent any distribute denial-of-service attack, virus or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Converter or your downloading of any information posted on the Website, or on any website linked to it.

7. Force Majeure

7.1 If a party (the “Affected Party“) is prevented, hindered or delayed from or in performing any of its obligations under this agreement (other than a payment obligation) by a Force Majeure Event:

7.1.1 the Affected Party’s obligations under this agreement are suspended while the Force Majeure Event continues and to the extent that it is prevented, hindered or delayed;

7.1.2 as soon as reasonably possible after the start of the Force Majeure Event the Affected Party shall notify the other Party in writing of the Force Majeure Event, the date on which the Force Majeure Event started and the effects of the Force Majeure Event on its ability to perform its obligations under this agreement; and

7.1.3 the Affected Party shall use its reasonable endeavours to mitigate the effects of the Force Majeure Event on the performance of its obligations under this agreement.

7.2 If the Force Majeure Event continues for more than one calendar month, either Party may terminate this Agreement by at least 30 calendar days’ notice to the other Party.

7.3 For the purposes of this agreement, “Force Majeure Event” means an event beyond the reasonable control of the Affected Party including (without limitation) any strike, lock-out or labour dispute (not involving employees of the Affected Party), act of God, disease, war, riot, civil commotion, malicious damage, accident, fire, flood and storm.

7.4 A Force Majeure Event will not arise due to:

7.4.1 fraudulent, intentional and grossly negligent breaches of duty or behaviour by a party; or

7.4.2 injury to life, limb or health.

8. Amendments

8.1 EDW may amend the policy in paragraph D at any time:

8.1.1 by notice to you with immediate effect, if EDW reasonably considers it necessary to make the amendment urgently in order to address a change in law or regulation or a serious security or other technical threat to the Converter; or

8.1.2 otherwise, by at least 30 calendar days’ notice to you.

9. Notices

A notice under or in connection with this agreement shall be in writing, in English and delivered personally or sent by post (and by airmail if sent internationally) or email to the Party due to receive it to enquiries@eurodw.co.uk.

10. Severability

If any provision of these Terms and Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

11. Jurisdiction and Applicable Law

11.1 The courts of England shall have exclusive jurisdiction over any claim arising from, or related to, the use of the Converter or these Terms and Conditions.

11.2 These Terms and Conditions and any dispute or claim arising out of or in connection with it shall be governed by English law.

 

D. Terms of Acceptable Use

1. Prohibited Uses

1.1 You may use the Converter for lawful purposes only. You may not use the Converter:

1.1.1 in any way that breaches any applicable local, national or international law or regulation;

1.1.2 in any way that is unlawful or fraudulent -including in respect of this agreement-, or has any unlawful or fraudulent purpose or effect;

1.1.3 to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or

1.1.4 to knowingly transmit any information, send or upload any material that contains viruses, “trojan horses”, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

1.2 You shall not:

1.2.1 reproduce, duplicate, re-engineer, copy or re-sell any part of the Converter in contravention of the provisions of this agreement; or

1.2.2 access without authority, interfere with, damage or disrupt any part of the Converter; any equipment or network on which the Converter is stored; any software used in the provision of the Converter.

1.2.3 establish or continue business activities that compete with those of EDW while having access to the Converter or in the 6 months following the cessation of your use of the Converter.

2. Suspension and Termination

2.1 If your use of the Converter has caused a breach of paragraph D.1, EDW may take such action as it deems reasonable.

2.2 Failure to comply with paragraph D.1 will constitute a material breach of these Terms and Conditions.