Debt Investors Terms of Access

Electronic Gatepost


1.Access to and use of the Website

1.1  By clicking "I agree" on the link below, you represent and warrant that you accept (and are authorised to accept) these terms and conditions (the "Terms and Conditions") on behalf of yourself and on behalf of the institution which you represent (the "Institution") and by which you are engaged in relation to the contents of this website (the "Website") to which you will have access without modification. References to the words you or your refer to both you and the Institution. If you do not agree to be bound by the Terms and Conditions in their entirety, please click the "I decline" button below and you will not be permitted to access the Website. For the purposes of the Terms and Conditions, "The Co-operative Bank" means The Co-operative Bank PLC and its associated undertakings from time to time.

You acknowledge that any information contained on the Website (the "Information") may be used by you solely for the purpose of evaluating, and/or monitoring the performance of, certain investment or research related matters in respect of one or more asset-backed securities involving underlying assets originated and/or securitised (in whole or in part) by any member of The Co-operative Bank (the "Permitted Purpose"). You are restricted from accessing or using the Information for any other purpose. You agree to notify The Co-operative Bank immediately if you become aware of any unauthorised use of the Website. 

1.2  By clicking "I agree" on the link below:

(a)  you agree to treat the Confidential Information (as defined below) as private and confidential and to ensure that the Confidential Information is protected with at least the effective security measures and the degree of care, in each case, that would apply to your own confidential information.  Other than as required by any applicable law or regulation, you agree not to disclose to any person any Confidential Information, without the prior written consent of The Co-operative Bank;

(b)  if you become aware that the Confidential Information has been disclosed, then you agree to promptly notify The Co-operative Bank and to cooperate with and assist The Co-operative Bank in protecting the confidential nature of the Confidential Information and to provide The Co-operative Bank with all reasonable assistance in connection with any proceedings commenced by or against The Co-operative Bank with respect to any such breach of the Terms and Conditions (including in enforcing any rights that you or The Co-operative Bank may have against the discloser or recipient of the Confidential Information);

(c)  to the extent that you are required to make any disclosure of the Confidential Information pursuant to any applicable law or regulation, you agree to (to the greatest extent permitted by law) notify The Co-operative Bank before so doing, to provide The Co-operative Bank with copies of the information you are so required to disclose and to cooperate with and assist The Co-operative Bank in protecting the confidentiality of the Confidential Information as The Co-operative Bank may reasonably require;

(d)  you agree not to use the Confidential Information to seek to identify any individual borrower relating to the Confidential Information and to comply with the data protection and privacy rights of such borrower; and

(e)  you will not make any copy of all or any part of the Confidential Information except where strictly necessary in connection with the Permitted Purpose.

For the purposes of the Terms and Conditions, the term "Confidential Information" means: (i) any Loan Level Data contained on the Website; and (ii) any user ID or password provided to you by The Co-operative Bank to access the Website. For the purposes hereof, "Loan Level Data" means any information relating to a mortgage or other loan detailed on the Website.

1.3  The Information is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation (securities or otherwise) and is provided on the basis of your acceptance of the Terms and Conditions. You may not use the Information in a manner that may violate any securities laws, including, without limitation, in connection with any trading of any securities described or referred to in such Information. No Information is, or is to be construed as an offer of or invitation to subscribe for, underwrite or purchase securities in any jurisdiction in which such offer or invitation is or may be prohibited, restricted or subject to any requirement for filing, authorisation, license or consent.

1.4  By accessing the Website, you confirm that (A) (i) you are not a U.S. person (as that term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")) and not located in the United States; (ii) you are not a person to whom the communication of the Information is otherwise restricted; and (iii) you are not acting for the benefit of any such person listed in (i) or (ii) above; or (B) you are a ‘qualified institutional buyer’ (as that term is defined in Rule 144A of the Securities Act) and (C) if you are a person in the United Kingdom, then you are a person who (i) has professional experience in matters relating to investments or (ii) is a high net worth entity falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (all such persons together being referred to as "relevant persons").

1.5  Nothing on the Website constitutes an offer to sell or the solicitation of an offer to buy the securities of any issuer referred to in the Information (the "Securities").  The Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state of the United States or any jurisdiction, and the securities may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons (within the meaning of Regulation S under the Securities Act) unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States. The Information may not be forwarded or distributed by, or on behalf of, you to any other person and may not be reproduced by, or on behalf of, you in any manner whatsoever, and in particular, may not be forwarded by, or on behalf of, you to any U.S. person or to any U.S. address. Any forwarding, distribution or reproduction by, or on behalf of, you of any Information in whole or in part is unauthorised. Failure to comply with the Terms and Conditions may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

1.6  You confirm that you will comply with all applicable laws and obligations in force in any jurisdiction which is applicable to you, at any time in relation to the Information and you will obtain any consent, approval or permission required for such purposes under such laws or regulations. By accessing the Website, you confirm that the Information may be lawfully accessed by you in accordance with the laws and regulations of the applicable jurisdictions.

1.7  You agree that you will only retain the Confidential Information for so long as it is required and once no longer required for the Permitted Purpose you will promptly destroy or erase (to the extent technically possible) all Confidential Information and all copies thereof, including from any computer, word processor, disc, mobile telecommunications device or similar device into which it was programmed; provided however that you may retain sufficient copies of the Confidential Information to the extent contained in your computer records or files that form part of an automatic electronic archiving or back-up system which is not retrievable as part of your day-to-day business.

1.8  You acknowledge that nothing in the Terms and Conditions conveys any interest of a proprietary nature in the Information to you.

Acknowledgements and disclaimers

  In addition to the matters set out above, you acknowledge and agree to the following:

(a)  No duty to update or correct Information.  Certain Information may be historical in nature and, in general, Information is only current as of its applicable or stated date. There shall be no obligation on The Co-operative Bank to update any such Information.

(b)  Information may change.  Further information may be added to the Website and/or changes may be made to the Information at any time. In general, the Information should be read and construed as a whole as updated from time to time.

(c)  Information may not be sufficient.  If you are required to independently assess and determine the sufficiency of any information related to a transaction (such as under Article 122a of the EU Directive 2006/48/EC (the "CRD") or any replacement legislation and any implementing rules) and determine the sufficiency of any Information for the purposes of complying with such requirements and any implementing rules and any analogous regulatory requirements in any relevant jurisdiction, the information provided may not be sufficient for such purposes.

(d)  No advice given.  The Website (including any Information) does not provide, or purport to provide, any financial, investment, tax, accounting, regulatory or legal advice or recommendation. No audit has been conducted in respect of any Information including, without limitation, Loan Level Data and investor reports in relation to the assets backing issued securities ("Investor Reports").

(e)  Third party information and opinions.  Any information, representation or warranty on the Website prepared by or sourced from a party other than The Co-operative Bank (including, without limitation, any links to other websites) does not imply any endorsement or responsibility by The Co-operative Bank for the information therein, or any representation regarding any such information.

Limitation of liability and remedies

3.1  The Co-operative Bank does not accept any liability or responsibility for, and makes no representations or warranties in relation to, the adequacy, accuracy or completeness of the Information or for your use of any such Information. In addition, The Co-operative Bank has no duty or obligation to you in respect of such Information (including as to verifying or correcting any Information).

3.2  The Co-operative Bank will not under any circumstances be liable to you or to any third party, regardless of the form of action, for any lost profits or lost opportunity, or any indirect, special, consequential, incidental or punitive damages whatsoever, even if The Co-operative Bank has been advised of the possibility of such damages.

Rights of third parties

4.1  No person may enforce any of the terms of the Terms and Conditions under the Contract (Rights of Third Parties) Act 1999.

4.2  The Terms and Conditions may be varied or terminated by The Co-operative Bank only. Notwithstanding any other term of the Terms and Conditions, the consent of any third party is not required for any variation or termination of the Terms and Conditions by The Co-operative Bank.

Governing law and jurisdiction

5.1  The Terms and Conditions and any non-contractual obligations arising out of or in connection with the Terms and Conditions will be governed by, and construed in accordance with, the laws of England and Wales.

5.2  The English courts will have jurisdiction to settle any disputes which may arise in connection with the Terms and Conditions or any non-contractual obligations arising out of or in connection with the Terms and Conditions.

Click "I agree' below if you acknowledge and agree to the Terms and Conditions and agree to proceed on the basis of the Terms and Conditions. 

I agree