Terms & Conditions

Next Intelligence Membership Agreement

This agreement is between:

1. Mortgage Next Limited (registered company number 03175440) whose registered office is at Roddis House, 12 Old Christchurch Road, Bournemouth, Dorset BH1 1LG trading as "Next Intelligence" ("Next Intelligence"); and

2. Next Intelligence Members (the "Member").

Each a “Party” and together the “Parties”.

Background

Next Intelligence is the operator of the Club (as defined below) and has agreed to the Member becoming a member of the Club in accordance with the terms and conditions of this agreement.

It is agreed as follows:

1. Definitions and interpretation

1.1 In this agreement, unless the context otherwise requires, the following words have the following meanings:

"Applicable Regulations" means all laws, regulations, orders, rules of and directions from relevant Competent Authorities and industry codes of practice applicable to the marketing, selling and/or variation of mortgages, insurance and related products in (a) the UK including FSMA, the Consumer Duty, the FCA Handbook and in particular MCOB and (b) any jurisdiction in which the Member does business, which are in force from time to time;

“Business Day” means any day, other than a Saturday, Sunday or public holiday in England, when banks in are open for general business;

"Clawback" any refund that Next Intelligence makes or is required to make to the relevant Provider in respect of any fees previously received by Next Intelligence;

"Club" the executive Club of Members operated by Next Intelligence;

"Competent Authority" (i) any person (whether autonomous or not) having legal and/or regulatory authority and/or enforcement powers in the UK from time to time and including but not limited to the FCA, Competition and Markets Authority , the Serious Fraud Office, the Financial Ombudsman Service and the HMRC and/or (ii) any court of law or tribunal in the UK;

“Complete” means Mortgage Business or Insurance Business which is sold by the Member to a Customer and completed with the Provider as the case may be (and includes reference to Completes or Completed).

“Customer” means a customer of the Member who enters into a mortgage or insurance contract with a Provider.

“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and the guidance and codes of practice issued by the ICO and which are applicable to a party;

“Dynamo Packaging” is a trading name of Dynamo Mortgages Limited, any Packaging Business undertaken by a Member shall be submitted to the Provider via Dynamo Packaging.

"Fee" means the fees payable to the Member that are made available by Next Intelligence to the Member via Next Intelligence’s website from time to time;

"FCA" the Financial Conduct Authority and any successor;

"FSMA" the Financial Services and Markets Act 2000;

“Intellectual Property Rights” means any patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Member” means a person having authority and / or a licence from a Competent Authority (where necessary) for the conduct of Mortgage Business and/or Insurance Business;

“Members Business” means either:

(a) broking, advising on and/or arranging credit agreements secured on land carried on by a Member (Mortgage Business);

(b) the activities of arranging deals in contracts of insurance and/or making arrangements with a view to transactions in contracts of insurance and/or dealing in contracts of insurance as agent (Insurance Business); and

(c) compiling all relevant mortgage application documentation and submitting to Dynamo Packaging (Packaging Business).

“Provider” means either a lender or insurer on Next Intelligence’s panel of lenders and insurers;

1.1 In this Agreement, unless the context otherwise requires:

(a) any reference to a statute or a provision of a statute shall be construed as a reference to that statute or provisions as amended, re-enacted or extended at the relevant time;

(b) any reference to a person shall be construed as a reference to any person, firm, company, corporation, association or partnership (whether or not having separate legal personality) or one or more of the foregoing;

(d) the headings are inserted for ease of reference only and shall not affect the construction of this Agreement.

2. Appointment

2.1 Next Intelligence hereby accepts the Member with effect from the date of the confirmation email sent to the Member approving the Member’s application for membership.

2.2 Next Intelligence reserves the right to amend these terms and conditions at any time and without notice.

2.3 By joining the Club and continuing to be a Member of the Club, the Member accepts the terms and conditions as set out in this Agreement.

3. Member Obligations

3.1 The Member warrants and undertakes that:

(a) it is and shall remain during the term of this agreement authorised by the FCA with all permissions granted to it under Part IV of FSMA as shall be necessary for it to conduct the Members Business lawfully and/or shall remain during the term of this agreement licensed by the FCA as a credit broker as shall be necessary for it to conduct the Members Business lawfully. This does not apply to Members who are only carrying out un-regulated business, have had appropriate Credit Broking and ICO checks and have been approved by Next Intelligence;

(b) it will not conduct any Insurance Business unless at the time such activities are undertaken it is a person authorised by the FCA with all permissions granted to it under Part IV of FSMA as shall be necessary for it to conduct Insurance Business lawfully;

(c) it shall comply with all Applicable Regulations in performing its obligations under this Agreement and in carrying on the Members Business.

(d) it will not do anything which might result in breach by Next Intelligence of any Applicable Regulations (including the rules of the FCA or any other laws or regulations).

(e) it shall keep confidential any and all confidential information that it may acquire in relation to Next Intelligence and/or other members of the Club including but not limited to their business, affairs or clients and shall not use or disclose such confidential information for any purpose other than to perform its obligations under this agreement. Confidential information includes any non-public, proprietary, or sensitive information disclosed in connection with this agreement. This obligation shall survive termination of this agreement and shall for 2 years thereafter. The confidentiality obligations under this clause 3.4 shall not apply to any information which is publicly available or becomes publicly available through no act or omission of the Member, or which the Member is required to disclose by law.

(f) it shall procure that all of its employees, agents and sub-contractors (if any) who are engaged in or otherwise involved with the Members Business carried on by the Member and its membership of the Club comply with the obligations and observe the restrictions imposed on the Member by this agreement.

(g) it shall cooperate fully and provide all information and assistance required by Next Intelligence or any Competent Authority as required in association with this agreement.

(h) it is not and has not been subject to an investigation or disciplinary process by the FCA.

(i) it is not and has not been subject to any investigation or disciplinary process by any Provider and has not been prohibited by any Provider from advising on or selling any of that Provider’s products.

(j) it shall not seek to solicitor or entice any of Next Intelligence’s employees (or agents) to enter into employment or agency of the Member during the term of this agreement or for a period of 12 months thereafter.

3.2 The Member shall notify Next Intelligence immediately upon any breach of the above listed warranties, including the Member becoming aware of any circumstances which may lead to the FCA undertaking an investigation or disciplinary process.

3.3 The Member undertakes to gather sufficient information from the Customer to understand needs, assess affordability and offer advice and comply with all Applicable Regulations and Provider requirements. Next Intelligence is not responsible or accountable for advice given. The direct relationship is between the Member and Customer. Next Intelligence only has a direct relationship with the Member.

3.4 The Member shall be responsible for handling any Customer complaints. If Next Intelligence receives any complaint or contact from a Customer of the Member in relation to any Mortgage Business or Insurance Business provided by the Member, Next Intelligence shall as soon as practicable, refer that complaint to the Member and provide all reasonable assistance to Member in responding to the compliant.

4. Packaging Business

4.1 Any Packaging Business shall be submitted by the Member to the Provider via a company also in Next Intelligence’s corporate group, Dynamo Mortgages Limited trading as Dynamo Packaging.

4.2 Dynamo Packaging does not provide any advice to the Customer. The Member is wholly liable for advice provided to the Customer when undertaking Packaging Business.

4.3 The Member acknowledges that access to Dynamo Packaging is exclusively provided through Next Intelligence.

4.4 In some instances, Dynamo Mortgages Limited may charge a service fee to the Member for Packaging Business submitted by the Member. This service fee covers the services provided by Dynamo Packaging. The Dynamo Packaging service fees are available on our website or by calling Next Intelligence.

5. Payments to Member

Payment for Mortgage Business & Packaging Business

5.1 Next Intelligence shall forward to the Member the Fees for Mortgage Business and Packaging Business placed by the Member with a Provider through the Club which Completes.

5.2 The payment under clause 5.1. shall be payable to the Member daily or on such other basis as agreed between the parties.

5.3 The Member acknowledges that Next Intelligence is entitled to deduct any Clawbacks from the Fees due to the Member.

Payment for Insurance Business

5.4 Where the Member places Insurance Business with a Provider through the Club, the Provider will pay an agreed proportion of the commission payable to the Member direct to the Member, and an agreed proportion to Next Intelligence.

5.5 Any Clawbacks in respect of commissions for Insurance Business will be claimed directly by the Provider from each of the Member and Next Intelligence in the appropriate proportions as determined by the Provider.

5.6 The timing and method shall be as agreed between the Provider and the Member and the Member accepts that Next Intelligence is not responsible or liable for any payments due in accordance with Insurance Business.

General Payment Terms

5.7 The Member acknowledges that Next Intelligence shall have no obligation to make payment to the Member in relation to any Mortgage Business unless the Mortgage Business has Completed, and the Provider has made a payment to Next Intelligence of all amounts due in relation to that Mortgage Business.

5.8 If at any time the amount of Fees and/or Clawbacks and any other amounts owed to Next Intelligence by the Member exceeds the amount payable to the Member by Next Intelligence then the excess shall (at Next Intelligence's request) be paid on demand by the Member to Next Intelligence within seven days. Next Intelligence reserves the right to offset any amount owed by Member from future payments due to the Member under these terms.

5.9 Notwithstanding any other remedy of Next Intelligence, in the event that any sum due from the Member under or in connection with this agreement is not paid on or by the due date for payment Next Intelligence may charge interest on the amount outstanding from time to time, such interest to accrue on a daily basis and be compounded monthly at the rate of 4% above the Bank of England base rate.

5.10 The Member acknowledges that the Fee and any commission rates published by Next Intelligence is subject to change at any time upon review by Next Intelligence (or the Provider as appropriate).

6. Indemnity & Liability

6.1 The Member shall indemnify and keep indemnified Next Intelligence against all actions, claims, damages, costs, demands, losses, expenses, awards (including, without limitation, legal and other professional fees and expenses) and liabilities (whether in contract, tort (including negligence), breach of statutory duty or otherwise) made against or incurred by Next Intelligence and arising from any breach or potential breach by the Member of this agreement or Applicable Regulations or otherwise from the Member's acts or omissions in connection with the Club and the Member’s business.

6.2 Next Intelligence shall not be liable to the Member for:

(a) any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise in each case whether direct, indirect or consequential; or

(b) any claims for indirect or consequential loss, damage or compensation

whatsoever (howsoever caused) which arise out of or in connection with the agreement.

6.3 Nothing in this agreement excludes or limits the liability of either party:

(a) for death or personal injury caused by their negligence; or

(b) for fraud or fraudulent misrepresentation;

6.4 Neither party shall be liable to the other for any loss or damage or failure or delay in performance of this agreement which is caused by circumstances beyond the reasonable control of that party.

7. Intellectual Property

7.1 The Member shall not use the trademarks, logos or brands of Next Intelligence without the prior written consent of Next Intelligence and if that prior written consent is given only strictly in accordance with its terms.

7.2 The Member warrants that all the Members Intellectual Property Rights may be used by Next Intelligence to perform its obligations under this agreement.

7.3 The Member grants Next Intelligence a royalty-free, worldwide, non-exclusive licence to use its Intellectual Property Rights for in communications with Providers and Customers as the case may be together with any marketing activity carried out by Next Intelligence. The Member agrees to defend Next Intellience in association with any claim regarding the use of the Members Intellectual Property Rights by Next Intellience infringing the Intellectual Property Rights of a third party and shall be responsible for, and indemnifies Next Intelligence against, any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against Next Intelligence as a result of or in connection with any such claim.

8. Termination

8.1 This agreement shall continue unless and until terminated in accordance with the provisions of this agreement.

8.2 Either party may terminate this agreement by giving to the other not less than 30 days' notice in writing to that effect at any time.

8.3 This agreement may be terminated with immediate effect by written notice from Next Intelligence at its sole discretion at any time on or after the occurrence of one or more of the following events:

(a) the Member makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or being a firm where one of the partners in that firm becomes bankrupt or (being a body corporate) enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);

(b) an encumbrancer takes possession, or a receiver or administrative receiver is appointed, over all or any of the property or assets of the Member;

(d) Next Intelligence reasonably believes that any of the events mentioned above is about to occur in relation to the Member and notifies the Member accordingly; or

(e) the Member commits any material breach of any of the provisions of this agreement. For the purposes of this clause, breach of any of the warranties at clause 3.1 is a material breach.

9. Consequences of Termination

9.1 On termination of this agreement the Member's membership of the Club will immediately cease.

9.2 On termination of this agreement, the Member shall:

(a) return to Next Intelligence all documentation and other items (of whatever nature) which are the property of Next Intelligence within five days of the date of termination;

(b) immediately cease holding itself out in any way as a member of the Club or as associated with the Club or Next Intelligence;

(c) Any termination of this agreement shall be without prejudice to any other rights or remedies a party may be entitled to under this agreement or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision of this agreement which is expressly or by implication intended to come into or continue in force on or after such termination and in particular (but without limitation) the following clauses shall continue in full force and effect: 3.4, 5.7, 5.8, 5.9, 7, 10 and 11.

10. Data Protection & Privacy

10.1 Each of the parties shall comply with the data protection obligations as set out in Schedule 1.

10.2 The Member agrees that Next Intelligence may share the Members information with third parties (including but limited to lenders, group companies or solicitors/ conveyancers) as required for business purposes, detailed further in our Privacy Notice: https://www.nextintelligence.co.uk/privacy-cookie-policy/.

11. Insurance and Compliance

11.1 The Member shall have put in effect and shall maintain for the term of this agreement and for a period of three (3) years following termination of this agreement a policy or policies of insurance covering all the liabilities the Member may incur in connection with this agreement and as required by Applicable Regulations.

12. Notices

12.1 Any notice or consent required or permitted under this agreement shall be in writing and shall be sent to a party by first class registered post, hand delivery or email to the registered address of that party at the following address:

(a) Next Intelligence: contact@nextintelligence.co.uk

(b) Member: at the address and/ or email address as per the member registration.

12.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address; or

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email at the time of transmission, or if this time falls outside business hours (being 8.30am to 5.30pm Monday to Friday on a day that is not a public holiday) when business hours resume.

13. General

13.1 Unless expressly stated in this agreement, nothing in this agreement will confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999.

13.2 This agreement shall constitute the entire agreement and understanding between the parties with respect to all matters which are referred to in it and the subject matter of it and shall supersede any previous agreement(s), prior drafts, undertakings, representations, warranties and arrangements of any nature whatsoever whether or not in writing between the parties in relation to the matters referred to in this agreement or in connection with the subject matter of it.

13.3 The Member cannot assign or sub-contract or otherwise dispose of any of its rights or obligations under this agreement without the prior written consent of Next Intelligence. Next Intelligence may assign, sub-contract or otherwise dispose of any of its rights and obligations under this agreement without the consent of the Member.

13.4 No delay or failure on the part of any party in enforcing any provision in this agreement shall be deemed to be a waiver or create a precedent or in any way prejudice any party's rights under this agreement.

13.5 If any provision in this agreement is declared void or unenforceable by any court or other body of competent jurisdiction, or is otherwise rendered so by any applicable law, such provision shall to the extent of such invalidity or unenforceability be deemed severable and all other provisions of this agreement not affected by such invalidity or unenforceability shall remain in full force and effect.

13.6 As a Club Member, you will receive marketing through emails, letters, and phone calls. This communication ensures you are informed about important membership information, market updates, provider panel changes, criteria, rates, and events.

13.7 This agreement is governed by the law of England and Wales and, the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1 – Data Protection

Each party shall comply with the relevant obligations set out in Schedule 1 in respect of Personal Data.

Schedule 1

Definitions

For the purpose of this Schedule 1 and clause 10 of the agreement only, the following definitions apply:

Controller, Processor, Data Subject, Personal Data Breach, Processing and Appropriate Technical and Organisational Measures	have the meaning given in the Data Protection Laws;
Data Processing Services	the services described in appendix 1;
Data Protection Laws	all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and the guidance and codes of practice issued by the ICO or other relevant regulatory authority and applicable to a party;
Group Companies	shall have the same meaning as a "group undertaking" under section 1161(5) of the Companies Act 2006;
UK GDPR	the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

1. DATA PROTECTION AND SECURITY

1.1 In performing its obligations under this Agreement, each party shall comply with the Data Protection Laws and not, by any act or omission, put the other party in breach of any of the Data Protection Laws.

1.2 The parties acknowledge that it is their understanding and intention that the Member is the Data Controller and Next Intelligence is the Data Processor, and in some cases Next Intelligence is a Data Controller, as set out in Appendix 1.

1.3 Next Intelligence shall only Process Personal Data for the purpose of performing the Data Processing Services during the Term on documented instructions that the Member may give to Next Intelligence from time to time (email instruction is sufficient). The Member shall ensure that any such instructions comply with all applicable laws.

1.4 Next Intelligence shall promptly inform the Member if it believes that any instruction provided by the Member infringes the Data Protection Laws.

1.5 Next Intelligence may nevertheless Process the Personal Data as in conflict with or outside of the instructions provided by the Member if a failure to do so would infringe or potentially infringe any applicable laws.

1.6 Notwithstanding any provision to the contrary, the Member acknowledges and agrees that Next Intelligence may take all steps that Next Intelligence in its sole discretion (acting reasonably and in good faith) determines are necessary in order for it to comply with Data Protection Laws and shall be relieved from any and all liability to the Member under such circumstances. This shall include, but not be limited to, Next Intelligence having the right to notify any relevant supervisory authority of any circumstance that has arisen in relation the Processing of Personal Data under the Agreement, but only to the extent that it (acting reasonably and in good faith) believes that this is necessary in order to comply with Data Protection Laws.

1.7 Next Intelligence shall take appropriate technical and organisational measures against the unauthorised or unlawful Processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data Processed pursuant to this Agreement in such a way as to comply with Data Protection Laws.

1.8 Next Intelligence shall ensure that the measures to be taken pursuant to clause 1.7 are appropriate having regard to:

a) the nature of the Personal Data and the scope, context and purposes of the Processing and the likelihood and severity of the risks to Data Subjects that are presented by the Processing of such Personal Data, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise Processed; and

b) the state of technological development and the cost of implementing such measures.

2. RECORD-KEEPING & AUDITS

2.1 Next Intelligence shall maintain a record of its Processing activities under this Agreement and the measures implemented under clause 1.7.

2.2 Each party shall provide the other with such information as the other party reasonably requests from time to time to enable such other party to satisfy itself that the party responsible for providing this information is complying with its obligations under this clause 2;

2.3 Subject to clause 2.4 and in addition to any other audit obligations elsewhere in this Agreement, each party shall make available to the other party all information necessary to demonstrate compliance with its obligations stated in this Agreement and allow for the other party (including its agents and external auditors) access to its premises, information and systems as reasonably required to audit compliance with this Agreement. The cost of such audit is to be paid by the party requesting the audit.

2.4 Any such audit under clause 2.2 shall be upon a minimum of ten (10) business days prior written notice, subject to provisions of confidentiality as set out in this Agreement and not conducted unreasonably or to unreasonably disrupt the other party’s business or operations or services.

3. RETENTION & DELETION

3.1 Next Intelligence shall only retain the Personal Data provided by the Member in accordance with any retention periods stated in Schedule 1, as otherwise required in accordance with Data Protection Laws or any other Applicable Regulations, or which is otherwise required for Next Intelligence’s performance of its obligations or the exercising of its rights under this Agreement.

3.2 At any time including upon termination or expiry of this Agreement, upon written request Next Intelligence shall:

(a) deliver up all relevant Personal Data held in connection with this Agreement; and/or

(b) promptly and securely delete or destroy all such Personal Data (except for any Personal Data retained in accordance with clause 3.1).

4. SUB-PROCESSING

4.1 The Member acknowledges that Next Intelligence may use sub-processors as required and/or set out in its Privacy Policy (as updated from time to time). Next Intelligence shall ensure that where it appoints any sub-processor, that sub-processor is subject to contractual obligations which are substantially similar to the terms of this Schedule.

4.2 Nothing in this Agreement shall prevent or restrict the other party from subcontracting when a party is acting as Controller.

5. NOTIFICATIONS & ASSISTANCE

5.1 A party shall notify the other without undue delay:

(a) of receiving any complaint, notice or communication which relates directly or indirectly to the Processing of the Member’s Personal Data or to either party’s compliance with Data Protection Laws, except where such notification would breach Applicable Regulations;

(b) of a Personal Data Breach, including a full description including the dates and times of how it became aware, the type(s) of Personal Data affected and the categories and approximate number of Data Subjects concerned.

5.2 Each party shall provide reasonable assistance requested by the other party from time to time in relation to any investigation of a suspected Personal Data Breach or in undertaking any data protection impact assessments and consultation with a regulatory authority.

6. GENERAL

6.1 Nothing in this Agreement shall prevent Next Intelligence from using or dealing with any data for any purpose which it acquires through a source other than the Member, even if Next Intelligence also receives such data from the Member pursuant to the Agreement.

6.2 Nothing in this Agreement shall relieve either party of its own direct responsibilities and liabilities under Data Protection Laws.

6.3 The Member shall compensate Next Intelligence for all reasonable costs that Next Intelligence incurs in complying with clauses 3.2 and 5.1.

6.4 The provisions of this Schedule 1 survive expiry or termination of this Agreement.

APPENDIX 1

The Data Processing Services

Nature and Purpose of the Processing	Categories of Data Subject affected	Types of Personal Data Processed	Controller of the Personal Data	Processor of the Personal Data	Duration of the Processing
Assess applications for the purpose of joining the Club	Member	name, postal address, phone number, email address	Member Next Intelligence	N/A	As defined by each controller but broadly financial information is held for 7 years for financial auditing purposes. Records that are subject to financial regulations can be held for 6 years from the end of the mortgage term or from the date advice was provided for products that do not proceed to completion.
In limited circumstances only for payment of procuration fees from a Lender to a Member	Member	Bank account details	Club Member Lender	Next Intelligence
Helpdesk Service – Members can seek guidance about the right mortgage and insurance products for their Customers	Applicant of Insurance or Mortgage Product	Name (including previous), postal address (including previous), phone number, email address, mothers maiden name, dependents marital status, gender, nationality, employment details, national insurance number, credit history, bank details	Club Member Next Intelligence	N/A
On behalf of Lenders, Next Intelligence support Dynamo Packaging to complete customer mortgage or insurance application forms.	Applicant of Insurance or Mortgage Product	Bank Statements, Mortgage Statement, Proof of deposit, Payslips and P60, Accounts, SA302’s & SA100’s, Tax Year Overviews, ID and proof of address,	Lender	Next Intelligence (sub-processor) Dynamo Packaging (Processor)

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