1. DEFINITIONS

In these conditions: - "the Company" means Virtual Processing Ltd, trading as Casemaster (company number 4458120) whose registered office is at Moneysupermarket House, St David's Park, Ewloe, Nr Chester, CH5 3UZ. "the Subscriber" means the party with whom the Company has entered into the Contract to provide the Service. "the Service" means the provision of software and data at regular intervals to enable the Subscriber to underwrite/package relevant mortgage applications including all future updates and improvements thereto. "the Information" means the underwriting information to be provided to the Subscriber by virtue of its use of the Service. "the Contract" means the agreement between the Company and the Subscriber for the provision of the Service to which these terms and conditions shall apply.

2. PROVISION OF THE SERVICE

2.1 The Company shall supply the Service to the Subscriber by the

provision of a computer software programme.

2.2 The copyright and all other intellectual property rights both in Service and in the Information are owned and retained by the Company. The Subscriber is hereby granted a non-exclusive licence for the duration of the Contract to use the Service in the United Kingdom.

2.3 The Information shall be maintained as confidential by the Subscriber and shall be used only for the purpose of its own business. The information may not be used or reused for any other purpose nor sold to or used by any third party other than the Subscriber and other purpose nor sold to or used by any third party other than the Subscriber and its bona fide clients in relation to their personal circumstances. 3. PAYMENT

3.1 The fee for the Service ("the Subscription Fee") shall be paid monthly by Direct Debit. The non-receipt of any such payment of the Subscription Fee will permit the Company (without notice and without prejudice to its other rights under the Contract) to cease to supply the Service to the Subscriber.

3.2 The Company shall be entitled to increase the Subscription Fee on giving to the Subscriber one month notice prior of the commencement date.

3.3 The Subscription Fee is inclusive of Value Added Tax which is at the rate applicable at the appropriate tax point.

3.4 Casemaster will refund 3 months subscriptions if the first procuration fee paid plus any fees due on pipeline business do not exceed £268.50. Where this is the case and the Intermediary elects to cancel his subscription and request a refund, all cases in the pipeline will then be processed by Casemaster under standard packaging terms. No Casemaster Fee (additional fee paid for cases processed via the Casemaster system) or Day 1 Offer Fee (additional fee paid for cases that have been processed via the Casemaster system that are considered to be submissable to the lender immediately ie no errors or omissions) will be paid. If the monthly subscription is unpaid for any reason, the ability to log any new business on the system will be disabled.

4. LIABILITY

4.1 The data used in the supply of the Service is provided to the Company by independent third parties and the Company is not responsible for and will accept no liability for the accuracy or completeness of the Information as a result of or arising from such data being incorrect.

4.2 The Information is supplied to the Subscriber strictly on the basis that the Subscriber has the relevant skills and expertise to use and properly operate the Service and to interpret and use the Information and the Company is not responsible for and will accept no liability for errors arising from any incorrect use or misuse of the Service or any incorrect interpretation of the Information.

4.3 To the fullest extent permitted by law all warranties conditions or other terms implied by statute or common law in relation to the Contract are excluded including (but not limited to) implied warranties of merchantability and fitness for a particular purpose.

4.4 To the fullest extent permitted by law the Company shall not be liable to the Subscriber or any of the Subscribers clients for any damages whatsoever including (without limitation) damages for loss of profit business interruption loss of business information or any other pecuniary loss of claim against the Subscriber by its clients arising out of the use of the Service even if the Company has been advised of the possibility of such damages.

5. DEFECT RECTIFICATION

5.1 In the event of the Subscriber experiencing a failure of or defect in the service the Company will endeavour to rectify the failure or defect in a timely fashion. The Company will have no liability for any losses incurred by the Subscriber or any of the Subscribers clients as the result of such failure.

5.2 The Company shall be under no liability to the Subscriber and shall not be deemed to be in breach of the Contract if it is unable to provide the Service through circumstances beyond its control. If the Company is unable to provide the Service for a continuous period of one month or more, the Service and the subscription fee will be suspended.

5.3 If the Subscriber commits any breach of the terms of the Contract and (in the case of a breach capable of remedy) fails to remedy the breach within seven days after receipt of notice in writing from the Company specifying such breach and requiring its remedy or if the Subscriber becomes insolvent, has a receiver appointed over the whole or any part of its assets, or has an order made or a resolution passed for it to be wound up then the Company shall be entitled (but without prejudice to its other rights under the Contract) to cease to supply the Service to the Subscriber.

6. YOUR RESPONSIBILITIES

6.1 Where you instruct Casemaster to carry out a credit reference check/decision in principle, you must be in possession of a Declaration that has been signed by all applicants. This may be audited and you may be asked to provide the Declaration on demand.

6.2 You should maintain Professional Indemnity Insurance in accordance with the requirements set out by the Financial Services Authority and supply evidence of this on demand.

6.3 You will comply fully with all applicable laws, regulations and codes of Practice and all rules and guidelines issued by any relevant regulatory and trade bodies and maintain any licence necessary under the Consumer Credit Act 1974, Financial Services & Markets Act 2000 and the Data Protection Acts 1984 and 1998. Any future variations in legislation or in the rules of any regulatory body must also be complied with.

6.4 You will be responsible for the identification procedures required in connection with the application for mortgage, in accordance with the provisions of the European Council Directive 9 1/308/EEC and the UK Money Laundering Regulations 1993.

6.5 You will consent to any credit check on an Adviser or the Firm required by any lender on the Casemaster panel.

6.6 You will advise Casemaster of any criminal proceedings commenced or cautions issued against him or any of his employees in relation to his business, either within the last 5 years or in the future.

6.7 You will indemnify us against all costs, claims, losses, damages and expenses which arise from:
i) any fraud or negligence on your part or on the part of any employee of yours
ii) the breach of any of the Terms and Conditions of this Agreement.
Termination of the Agreement will result from any of the above.
6.8 Following notification of rate withdrawals you will undertake to submit cases within the specified time period requested.

6.9 You will not reproduce, or distribute to any other party, the software provided by Casemaster. All documents, records, computer software and hardware and any other items belonging to Casemaster and in the possession of, or under your control, shall at all times be available to Casemaster for inspection and shall by returned immediately on demand.

6.10 You shall not sign or amend any documents on behalf of Casemaster or a Lender, nor make any statements or promises or representations of any kind, whether written or oral, which bind or purport to bind Casemaster or any other body, unless permission has been given in writing.

6.11 You will not use Casemaster software or marketing literature to procure any business that is not subsequently submitted to Casemaster.

6.12 You acknowledge that any Lender has the right to request further information on a case, in addition to the standard items requested by the Casemaster system.

6.13 It is your firm's responsibility to ensure that you have adequate locum cover for your clients for extended periods of absence.

6.14 It is your firm's responsibility to ensure that you undertake the sale of any regulated mortgage contract in a manner that complies with the Financial Services Authority's (FSA) rules as set out in the FSA Handbook, including the Mortgage Conduct of Business Rules. This includes ensuring that regulated activities are only undertaken by persons qualified, competent, fit and proper as appropriate. Responsibility for compliance with the FSA's Rules and record keeping also remain entirely with your firm.

6.15 Where you are an Appointed Representative of a Network, it is your responsibility to ensure that your Agreement with your Principal allows you to package mortgage applications and that the lender panel is acceptable to that Principal.

7. GENERAL

7.1 These terms and conditions and the Contract shall be governed by and construed in all respects in accordance with the laws of England.

7.2 The Contract contains the entire agreement between the parties with respect to its subject maker and supersedes all previous agreements and understandings between the parties and may not be modified except by an instrument in writing signed by the duly authorised persons of the parties.

7.3 The Subscriber acknowledges that it has not entered into Contract on the basis of or in reliance upon any representation, warranty or other provision except as expressly provided in the Contract.

7.4. If any provision of these terms and conditions is held by any Court or other competent authority to be void or unenforceable in whole or in part the same shall be deemed omitted here from the validity and/or enforceability of the remaining provisions of these conditions shall not in any way be affected or impaired thereby.

7.5 The Company reserves the right to amend from time to time the facilities provided by the Service and to amend/supplement terms and conditions applicable to the Contract.

7.6 The Contract is personal to the Subscriber and shall not be transferred to or assigned by the Subscriber without the prior consent in writing of the Company. The Company may at any time assign its rights under the Contract or delegate sub-let or sub-contract the Service or provide the Service to another company which is the holding company or subsidiary (as defined by Section 736 Companies Act 1985) of the Company.

7.7 The rights and remedies of the Company under the Contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company nor by any failure of or delay by the Company in asserting or exercising any such rights or remedies.

7.8 Termination of the agreement by either party will require one months notice served in writing to the other party's principal place of business. Such notice may be delivered by hand or sent by First Class post and shall be deemed to have been received 48 hours after. During such period of notice subscriptions shall remain payable to the Company. During the notice period, clients details held in the context of noncompleted business shall be utilised by the Company in order to gain completions and no additional fees will be paid to the Subscriber in respect of the service.