We (European DataWarehouse Ltd – EDW) ask all persons wishing to access information on securitisation positions under FCA Rules Relating to Securitisation, specifically FCA SECN 9.3.1R (Article 17(1) of EU 2017/2402) to read the following information.

Please read this page for your protection before submitting the access request form to the securitisation repository, as it contains certain legal restrictions on the dissemination of information provided in accordance with UK Securitisation Regulations 2024 and FCA Sourcebook (“the UK Securitisation Regulatory Framework”). It is your responsibility to be aware of and to comply with all applicable laws and regulations in addition to complying with the terms of access set out in EDW’s Standard Terms and Conditions.

Any information provided to any person(s) wishing to access information on securitisation positions from EDW does not constitute investment or other advice and does not constitute an offer or solicitation to sell any units in any of the funds mentioned in any piece of information that may be provided by EDW.

The information contained herein is directed exclusively at persons in jurisdictions in which the publication of or access to this website is permitted by law and is not prohibited and which fall within the scope of the UK Securitisation Regulatory Framework. Persons affected by such prohibitions are expressly prohibited from using this website.

Please note that EDW as an authorized securitisation repository is providing information on details of securitisations in accordance with FCA SECN 9.5.7 (Article 7 EU 2020/1229) with regard to regulatory technical standards on securitisation repository operational standards for data collection, aggregation, comparison, access and verification of completeness and consistency.

1. Eligible Information Recipient

By reviewing this Disclaimer and submitting the access request form to EDW you confirm that you or your organisation are among the recipients listed in FCA SECN 9.3.1R (Article 17.1 EU 2017/2402) (each an Eligible Information Recipient).

Eligible Information Recipients are:

1. the relevant authorities whose respective supervisory responsibilities and mandates cover transactions, markets, participants and assets which fall within the scope of SECN;
2. The Bank of England;
3. the FCA, the PRA and the Pensions Regulator; and
4. investors and/or potential investors

In accordance with 3.1 of the UK Securitisation Regulations 2024 (EU 2017/1402 Article 2.12), we understand Investors to be individuals or legal entities holding a securitisation position. While the scope of the “potential investors” is presently not defined in English or European Union law and no market practice as to the scope of the term yet exists, we understand Potential Investors as individuals or entities that are eligible to hold an exposure to a securitisation position in accordance with the UK Securitisation Regulatory Framework and that have a Legitimate Interest (defined in Section 2 – Request for access) in participating in such a securitisation position in the immediate future.

2.Request for access

Access to the information provided by EDW as a securitisation repository under FCA SECN 9.3.1R (Article 17.1 EU 2017/2402) is subject to submitting a request by using the access request form available at https://myaccount.eurodw.co.uk/register/common
By submitting the access request form to EDW, you state that in requesting access to the selected information you pursue a Legitimate Interest.

2.1 Eligible Information Recipients of FCA SECN 9.3.1R (1), (2) and (3) (Article 17.1 (f)(g) and (i) EU 2017/2402)

We recognise a Legitimate Interest if the request is made for the purpose of fulfilling responsibilities, mandates and obligations under the UK Securitisation Regulatory Framework.

2.2 Eligible Information Recipients of FCA SECN 9.3.1R (4) (Article 17.1 (j) EU 2017/2402)

We recognise a Legitimate Interest if the request is made for the purpose of fulfilling responsibilities, mandates and obligations under the Securitisation Regulation or other applicable laws, guidelines and/or accepted market practices that bears a direct or indirect connection to a planned investment or disinvestment in a securitisation position. In particular, information may not be accessed free of charge pursuant to FCA SECN 9.3.1R (Article 17.1 EU 2017/2402) for the purpose of stress testing or any other form of internal review even in cases in which the Eligible Party as an institutional investor is subject to the stress testing requirement pursuant to FCA SECN 4 (Article 5 EU 2017/2402).

Consequently, EDW understands Investors to have a Legitimate Interest, if a) they qualify as any of the entities listed in Article 3.1 of the UK Securitisation Regulations 2024 (EU 2017/1402 Article 2.12); and b) the information they request bears a direct or indirect link to the securitisation position they are holding. EDW performs due diligence over requesting entities and reserves the right to deny the access to an entity which does not fulfil these requirements. EDW understands Potential Investors to have a Legitimate Interest if a) they qualify as any of the entities listed in Article 3.1 of the UK Securitisation Regulations 2024 (EU 2017/1402 Article 2.12); and b) the information they request bears a direct or indirect connection to a planned investment in a securitisation position.
EDW will as soon as possible but no later than 30 days following a request to set up access information by an Eligible Information Recipient that pursues a Legitimate Interest in accessing the information establish the technical arrangements necessary for that Eligible Information Recipient to submit requests to access that information.

EDW does not assume any liability whatsoever for access by unauthorised users and expressly reserves the right to enforce any infringed rights in court in case of unauthorized (re-)use or distribution.

 

3. Information to be accessed and duty of care

EDW will provide Eligible Information Recipients who have a Legitimate Interest free of charge the following information:

• all information received by EDW from reporting entities in accordance with the UK Securitisation Regulatory Framework;
• all information produced and stored by EDW according to FCA SECN 9.5.2 – 9.5.4 (Articles 2 to 4 of EU 2020/1229), to the extent it is permitted to be disclosed;
• all formulae, calculation and aggregation methods, to the extent it is permitted to be disclosed, as used to produce that information.

By requesting information from EDW under the UK Securitisation Regulatory Framework, you assume a duty of care towards EDW to request and process information only for the purposes set out in FCA SECN 9.3.1R (Article 17.1 EU 2017/2402) and the terms of this Disclaimer, including specifically Section 2 (Request for access) of this Disclaimer.

Specifically, you may use loan-level data (“LLD”) for the purpose of analysing and assessing securitisation transactions and prepare commentaries for such purpose (“Derived Data”), but only where the Derived Data, to the extent it incorporates or is derived from any of the LLD, is limited to data parameters and/or other aggregated statistical data developed internally by you by combining the LLD with other data and/or performing calculations with the information, comprising of information or additional data points from the LLD which are averaged and/or aggregated to such a degree that information concerning individual loans or individuals related to such loans cannot be identified, with a minimum of five loans per aggregation or average.

All other copying, publication, or re-distribution of the information and, in particular, LLD, is strictly prohibited unless EDW’s prior written consent has been obtained. For the avoidance of doubt, under no circumstances can LLD be used for purposes such as the development, calibration or validation of internal risk models, or any other commercial purposes not related to investment decision making.

In particular, if you are an Eligible Information Recipient under FCA SECN 9.3.1R (4) (Article 17.1 (j) EU 2017/2402), information accessed free of charge pursuant to FCA SECN 9.3.1R (Article 17.1 EU 2017/2402) may not be used for the purpose of stress testing or any other form of internal review even in cases in which the Eligible Party as an institutional investor is subject to the stress testing requirement pursuant to SECN 4 (Article 5 EU 2017/2402)..

EDW reserves the right to take legal action against any misuse or excess in particular commercial excess use of any information provided free of charge under the UK Securitisation Regulatory Framework..

4. Terms and Conditions of Access

Access to the core securitisation repository services provided by EDW is subject to EDW’s Standard Terms and Conditions accessible on EDW’s website and in accordance with the provisions of the UK Securitisation Regulatory Framework.

Access to the ancillary securitisation repository services provided by EDW is subject to EDW’s Standard Terms and Conditions accessible on EDW’s website and any additional terms agreed with EDW.

5. Copyright

The information processed, stored or otherwise made available by EDW is protected by copyright; all rights are reserved. Eligible Information Recipients may use the information provided, download copies of the information in order to fulfil respective responsibilities, mandates and/or obligations, where applicable, towards Eligible Information Recipients’ own investors, regulator or other legitimate third parties.

However, Eligible Information Recipients are not entitled to copy, reproduce, transmit or distribute all or any part of the information received for any other purposes.

6.Liability

EDW does not assume liability for any of the information on securitisation positions that is submitted to EDW by originators, sponsors and/or Securitisation Special Purpose Entities (SSPEs). In particular, EDW does not verify the content nor guarantee the accuracy or correctness of the data submitted vis à vis Investors and/or Potential Investors under its obligation to verify the completeness and consistency of information pursuant to FCA SECN 9.5.4 (Article 4 of EU 2020/1229). The information provided does not constitute investment advice, legal advice, tax advice or advice in any other respect and Eligible Information Recipients are required to consult their own professional advisers. EDW accepts no liability for any loss or damage, including loss of profits or any other direct or consequential loss, arising out of the use of or reliance on the information provided to Eligible Information Recipient.

 

7. Warranty

In the event that any third party brings any action against EDW for your use of this website and/or your request for accessing information pursuant to to FCA SECN 9.3.1R (Article 17.1 EU 2017/2402), each Eligible Information Recipient hereby agrees to fully indemnify EDW for all losses, costs, actions, proceedings, demands, damages, expenses (including reasonable legal costs and fees) incurred or to be incurred by EDW as a direct result of any misuse of the website or the request for accessing information.

Neither EDW nor any Eligible Information Recipient shall thereby be liable to the other for any loss or damage suffered by either party for any cause beyond the control of the other party, including without limitation any power outage. Each Eligible Information Recipient accepts and agrees that it is their responsibility to keep any passwords that are provided to it or any authorized employees in a secure and confidential manner and not to disclose them in any way. If one or more passwords become known to an unauthorised third party (other than an Eligible Information Recipient’s authorised representative), each Eligible Information Recipient hereby agrees to immediately change those specific passwords by using the functionality available via EDW’s services.

 

8.Data error

In accordance with FCA SECN 9.5.7 (Article 7 EU 2020/1229), EDW may use electronic signature and data encryption protocols to ensure the confidentiality, integrity and protection of the data made available to the Eligible Information Recipients.

EDW accepts no liability for any errors in data transmission such as loss of data, data corruption or data alteration of any kind, including direct, indirect and consequential damages, arising out of the use of the services offered herein. EDW uses standardized XML messages to communicate through the interface referred to in Section 4 of this Disclaimer. Please note that e-mail communication may not be secure. We therefore recommend that you do not send any confidential information in this way. Should you nevertheless send confidential information to us by e-mail, you do so at your own risk.

 

9. Website

If you have any doubts about the importance of the information contained herein, please contact your financial advisor or other independent professional advisor. The opinions expressed on this website and the information provided under FCA SECN 9.3.1R (Article 17.1 EU 2017/2402) do not necessarily represent the opinion of all or any part of the EDW and do not constitute investment or other advice or any recommendation.

This information has been provided by European Data Warehouse Ltd, a UK limited company registered with UK Companies House, Company Number 11650077. Registered office, Floor 37, One Canada Square, London, England, E14 5AA.

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.