STANDARD TERMS AND CONDITIONS FOR ENGAGE PORTAL USERS

I. Introduction

The following standard terms and conditions (the “Terms and Conditions”) govern all use of the ENGAGE Portal 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 GmbH and Hypoport BV (“Service Provider”). By using the Site, all users do hereby represent, warrant, understand, agree to, and accept the Terms and Conditions and all other operating rules, guidelines and processes published by the Service Provider on the Site, which apply in addition to these Terms and Conditions (collectively, “ENGAGE Terms of Use”). If you do not agree with the ENGAGE Terms of Use, please do not use the Services.

These Terms and Conditions apply to:

• Data Owners: owners or originators of the data related to the respective transactions.
• Data Providers: responsible entities for uploading data related to the respective transactions.
• Data Users: entities accessing relevant data and documentation in a dedicated website related to transactions.

II. Changes to the Terms and Conditions

The Service Provider, 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 for legitimate purposes, including to the extent such changes are required in connection with changes in applicable law or other unforeseeable changes of the circumstances of the service provision. The Service Provider will take any reasonable interests of the users into consideration when executing the relevant changes to the Terms and Conditions. Any material contractual obligations under these Terms and Conditions may not be affected by such changes. Any changes to the Terms and Conditions in accordance with this paragraph II. will not place the user in a less favourable positions than under the current Terms and Conditions. Notice of any changes to the Terms and Conditions will be given via email or on our website 60 days in advance. If the Service Provider reasonably considers it necessary to make the amendment more urgently in order to address a change in law or regulation, the Service Provider may do so with immediate effect.

III. Service Description

1. The ENGAGE Portal is a solution developed by the Service Provider to enable lending institutions to upload and assess the alignment of their mortgage and home renovation loans portfolios with Regulation (EU) 2020/852.
2. The purpose of the Service Provider is to facilitate the collection and validation of standardised, loan-level, credit and climate-related data, relevant documentation and other data (the “Data”) relating to mortgages and home renovation loans and to perform a variety of data quality checks. The Service Provider provides fast access to data in both aggregated and raw formats to selected entities appointed by the data owner.
3. The Services provide you with the ability to access the Site to upload and assess the Data or to download the Data according to the conditions contractually agreed with the Service Provider. Any additional agreement with the Service Provider governing your usage of the Site and the Services, in particular any agreement between the Service Provider and your organisation, (each an “Agreement”) will apply in addition to the ENGAGE Terms of Use. In case of any conflicts between the ENGAGE Terms of Use and any Agreement, the Agreement shall prevail.
4. A Data Owner may access and use the ENGAGE Portal to upload , validate and manage data of transactions on ENGAGE Portal and nominate one or more persons (each of which may be the Data Owner itself or a third party) to act as Data Provider, either generally or in relation to specific transactions (each, a “Corresponding Data Provider”).
5. A Data Provider may access and use the ENGAGE Portal if it is nominated as a Corresponding Data Provider by a Data Owner (which may be itself or a third party Data Owner -its “Corresponding Data Owner”) which has entered into an agreement with the Service Provider (in relation to a Data Provider, a “Corresponding Agreement”), to upload onto the ENGAGE Portal data relating to any of the Corresponding Data Owner’s transactions in respect of which it is nominated as Corresponding Data Provider.
6. A Data User may access and use the ENGAGE Portal if it is granted access by the Data Owner of the respective transactions, for the purposes and to the extent authorised by the Data Owner and the Service Provider in the agreement entered into between the Service Provider and the Data User.
7. All Data displayed on the ENGAGE Portal is owned by third parties (“Data Owners“) and has been provided by third parties (“Data Providers“). For the avoidance of doubt, access to the Data via the ENGAGE Portal or otherwise does not grant any user or you any ownership interest or rights to the Data or any right to use other than as described in these Terms and Conditions or the Agreement.
8. You are required to register with the Service Provider in order to use the Services by completing the relevant registration form.
9. If the Service Provider provides you with access to the Data on the ENGAGE Portal, this access right is for your information only. Such access does not constitute an offer to sell (or the solicitation of an offer to purchase) any product, nor does it constitute a form of credit rating or a recommendation or investment advice (or any other type of advice) upon which reliance should be placed. You shall not use or export the Data available on or through the ENGAGE Portal in violation of laws in your jurisdiction. You need to exercise independent judgment when viewing Data on the ENGAGE Portal. No Data on the ENGAGE Portal should be construed as legal, tax, investment, or accounting advice.

IV. Registration Requirements

In order to use the Site and Services as a registered member (“Registered Member”), each individual user must:

a) complete the Site registration process as indicated in the ENGAGE website (Register with ENGAGE)

b) be validated by the Service Provider as eligible user;

c) only access the Services using the email address registered with the Service Provider and the password provided as Registered Member;

d) comply with any additional terms agreed between the individual user’s organisation and the Service Provider, if applicable.

V. Your liability

You shall use the Data, Services and the ENGAGE Portal in compliance with all applicable laws and regulations and with the content standards set out in these Terms and Conditions.

VI. Service access

1. The Service Provider may amend the Services on reasonable notice, including in response to changes in the laws or regulations, for maintenance purposes or for general development of the Services.
2. The Service Provider shall use reasonable endeavours (e.g. Application Support from 9am to 5pm CET/CEST on Business Days, continuous Infrastructure Support and a Disaster Recovery Environment) 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).
3. The Service Provider shall provide the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards.
4. The Service Provider aims to update the ENGAGE Portal 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 ENGAGE Portal. If the need arises, the Service Provider reserves the right to suspend access to the ENGAGE Portal, upon reasonable prior written notice to you.
5. Further, the Service Provider reserves the right to suspend access to the ENGAGE Portal and Services as required to maintain the security of the ENGAGE Portal and mitigate any risks or such suspension is otherwise required to protect the Services or any infrastructure supporting the Services without prior notice, including to prevent unauthorized access to the ENGAGE Portal, other fraudulent activities and/or security breaches.
6. Changes may be made to the templates or taxonomies used in connection with the provision of Data or to the requirements for the information to be provided by Data Providers, provided that the Service Provider provides you with reasonable advance notice of such changes.
7. If an individual user is provided with a user identification code, password or any other piece of information as part of the Service Provider’s security procedures, such user details are provided by the Service Provider for exclusive use by the respective named user and they must treat such information as confidential and not disclose it to any third party, except to the service providers and, where applicable, the Approved Affiliates referred to in the Agreement with the Service Provider, if any.
8. The Data, ENGAGE Portal and Services may only be used for internal purposes of the user’s organisation, unless otherwise stipulated in the Agreement, and in accordance with the ENGAGE Terms of Use and any Agreement.

VII. Security

1. You shall make all arrangements necessary for you to have access to the ENGAGE Portal. You also shall ensure that all persons who access the ENGAGE Portal through your internet connection or otherwise on your behalf are aware of the ENGAGE Terms of Use and any applicable Agreement and comply with such relevant provisions as if they were party to it in your place.
2. The Service Provider reserves the right to suspend access to the ENGAGE Portal and Services at any time if (a) you are in material breach of the ENGAGE Terms of Use or any Agreement; and (b), if the breach is capable of remedy, you have not remedied it within ten (10) calendar days (or as appropriate in the respective scenario) of receipt of notice from the Service Provider requiring it to be remedied.

VIII. Unauthorised Access

Your account and password as Registered Member are solely for your individual use to access the Site and the Data and you may not permit anyone else to use them or your account, unless otherwise agreed with the Service Provider. You are responsible for all use of the Site and Services and Data accessed through your account (including any illicit use of your account or password) and for preventing such unauthorised use.

If you believe there has been unauthorised access or use of the Site, the Services or any Data through your account credentials, you must notify EDW immediately by emailing ENGAGEsupport@eurodw.eu and or calling +49 (0) 69 50986 9017.

IX. Intellectual Property

1. All rights in the Data, ENGAGE Portal and Services, unless otherwise indicated, are owned either by the Service Provider or by its licensors. The ENGAGE Portal and all content published on the ENGAGE Portal, unless otherwise indicated, are protected by copyright in Germany and other jurisdictions across the world.
2. All trademarks and devices displayed on the ENGAGE Portal, unless otherwise indicated, are owned by the Service Provider and may be registered in many jurisdictions across the world. Save as provided in the Agreement, any use or reproduction of these trademarks and/or devices owned by the Service Provider or its licensors is prohibited.
3. All rights in the Data as provided through the Services, unless otherwise indicated, are owned either by the Service Provider or by the relevant Data Owners.

X. Liability of the Service Provider

4. The Data accessible via the ENGAGE Portal is provided by the relevant Data Owner and Data Provider to the Service Provider.

5. While the Data is displayed by the Service Provider in good faith, no representation is made by EDW as to its completeness or accuracy, or that it does not infringe any third party’s intellectual property or other rights. The Data is displayed on the ENGAGE Portal “as is” and has not been verified by us with respect to accuracy. The Service Provider has no liability whatsoever regarding the accuracy or completeness of the data on the ENGAGE Portal. The Service Provider makes no representation that the products listed on the ENGAGE Portal are suitable for you.

6. Except as set forth under paragraph IX.1 and IX.2, the Service Provider makes no other 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 Data, the Services, or any information provided in connection therewith.

7. The Service Provider’s liability for damages caused by slight negligence (leichte Fahrlässigkeit), irrespective of its legal ground, shall be limited as follows:

(i) The Service Provider shall be liable up to the amount of the foreseeable damages typical for this type of contract due to a breach of material contractual obligations;

(ii) The Service Provider shall not be liable due to a slightly negligent (leicht fahrlässig) breach of any other duty of care applicable.

8. The aforesaid limitations of liability shall not apply to any mandatory statutory liability, in particular to liability under the German Product Liability Act (Produkthaftungsgesetz), and liability for culpably caused injuries of life, body or health, as well as where there are fraudulent, intentional and grossly negligent breaches of duty or behaviour by a party. In addition, such limitations of liability shall not apply if and to the extent EDW has assumed a specific guarantee.

XI. Data Protection

The Service Provider will process personal data from individual users for the performance of the Services as data controller only to the extent strictly required by your contractual relationship with The Service Provider. You can refer to our Privacy Policy, available at https://engage4esg.eurodw.eu/privacy-policy/ , for detailed information on how your personal data is processed, stored, and your rights under GDPR.

Regarding the processing of personal data of third parties’ data subjects, the Service Provider will act as data processor, as clarified and regulated within the corresponding Data Processing Agreement.

XII. Viruses, hacking and other offences

1. You must not misuse the ENGAGE Portal and Services 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 ENGAGE Portal and Services, the server on which the ENGAGE Portal is stored or any server, computer or database connected to the ENGAGE Portal. You must not attack the ENGAGE Portal via a denial-of-service attack or a distributed denial-of-service attack.
2. By breaching paragraph XI.1, you may commit a criminal offence. The Service Provider may report any such breach to the relevant law enforcement authorities and the Service Provider may co-operate with those authorities by disclosing your identity to them. In the event of such breach, your right to use the ENGAGE Portal will cease immediately.
3. The Service Provider does not warrant that the ENGAGE Portal or any software or 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 ENGAGE Portal and to ensure the compatibility of such software or material with your equipment and software.
4. Notwithstanding paragraph XII.3. above, the Service Provider 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 ENGAGE Portal or your downloading of any information posted on it, or any website linked to it.

XIII. Prohibited uses

1.1          You may use the ENGAGE Portal and Services for lawful purposes only. You may not use the Services:

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, 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 or otherwise use the ENGAGE Portal and Services in a way that jeopardizes the security of the ENGAGE Portal; or

1.1.5       in a way that infringes any intellectual property rights and/or other rights and/or interest in the Data, the ENGAGE Portal and Services;

1.1.6      in a manner that breaches, or causes the breach of, export control laws.

1.2          You shall not:

1.2.1       reproduce, modify, duplicate, re-engineer, copy, create derivative works, transfer, distribute or re-sell any part of the Data and/or other information obtained from the Services and any part of the ENGAGE Portal or Services itself in contravention of the provisions of the ENGAGE Terms of Use or any Agreement; or

1.2.2.      share with, or disclose to any of the Data obtained from the ENGAGE Portal any unauthorized third parties, unless otherwise stipulated in the Agreement; or

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

1.2.4       establish or continue business activities that compete with those of the Service Provider while having access to ENGAGE Portal or in the 6 months following the termination of the ENGAGE Terms of Use or any Agreement by either Party.

XIV. Suspension and termination

If your use of the ENGAGE Portal has caused a breach of the ENGAGE Terms of Use, the Service Provider may take such action as it deems reasonable, including suspension of the relevant user account. If such breach is material and/or is not remedied within a reasonable timeframe, the Service Provider reserves the rights to terminate the user account for cause without prior written notice in accordance with paragraph XIV below.

Failure to comply with paragraph XII. will constitute a material breach of the ENGAGE Terms of Use.

XV. Termination

Data Owners, Data Providers and Data Users may terminate the contractual relationship with the Service Provider according to the contractual stipulations set in the respective Agreement with the Service Provider.

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

a) The Registered Member has infringed any provision of the ENGAGE Terms of Use or any Agreement and the relevant infringement is not remedied in a reasonable timeframe;

b) There has been a material breach of the ENGAGE Terms of Use or any Agreement by the Registered Member;

c) 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 The Service Provider, any Data Owner and/or Data Provider or any other Registered Member;

d) The Service Provider is no longer able to contact the Registered Member; or

e) an account has been deemed inactive for a continuous period of twelve (12) months.

XVI. 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.

XVII. Applicable Law and Jurisdiction

In relation to users who are located in a country within the European Union (“EU”), any legal claims or lawsuits (of whatever kind) arising in connection with the Site, the Services or use thereof are subject to German law. The competent court in Frankfurt am Main 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.

In relation to users who are located in a jurisdiction other than a country within the EU, 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.