CLSQ Terms

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TERMS AND CONDITIONS FOR CLS SERVICES

1. Definitions words definedin this Clause will have the same meaning whereverthey appear in theseTerms.

1.1 "Account" means the account set up with CLS by You for the purposeof purchasing the Services.

1.2 “Agreement”means a document entered into between You and CLS to provideProducts or Services.

1.3 “Bond” means any bond productprovided by CLS whether on its own or as part of aProduct.

1.4 "Client" means You or any individual or organisation to whom You provide professional services as an agent.

1.5 "CLS"means the following companies CLS Property InsightLimited registered in England with company number 06993053, authorised andregulated by the Financial Conduct Authority (“FCA”), the Property CodesCompliance Board (“PCCB”) and a member of the Council for Property SearchOrganisations (“CoPSO”); CLS Risk Solutions Limited registered in England with company number 05545292, authorised and regulated by the FCA; CLS DataLimited registered in England with company number 10446473 authorised as anAppointed Representative of CLS Risk Solutions; CLS Group Services Limited registered in England with companynumber 07054613.

1.6 "CLSFees" means any charges levied by CLS for its Products andthe Services as set out in the Site or as notified to You from time to time.

1.7 "Content"means any computing and/or information services and softwareor data and any other content, documentation, support materials and updates includedin and/or suppliedby or through the Site as Services or in any other way by CLS whether developedby CLS or Third Party Content.

1.8 "InsuranceProduct" means any insurance product provided by CLS whether onits own or as part of a Product.

1.9 "IntellectualProperty Rights" means all forms of protectiverights relating to intellectual property as recognised in law.

1.10 "Order" means an electronic, writtenor other request from You to CLSfor the Services.

1.11 "Product"means any information or other material CLS supplies to Youthrough the Services including but not limited to all reports,insurance documents, certificates, data-sets, software or information these may contain. For theavoidance of doubt, CLS no longer produces ChancelCheck products (includingChancelCheck® or ChancelCheck Premium® search) and Titlechecker searches. Theseare produced by Future Climate Info Limited and the terms applicable to theseproducts can be located at https://futureclimateinfo.com/wp- content/uploads/2021/07/FCI-terms-and-conditions-v050821.pdf

1.12 "PropertySite" means the area of land, including anything built on orin it, in respect of which CLS provides the Services to You.

1.13 "Reseller"means an organisation authorised by CLS to provide itsServices through which You may place an Order.

1.14 "Services"means any Service provided to You by CLS within these Termsincluding but not limited to any Content, the Product and access to the Site and the Content. The Services may, atCLS' sole discretion, be offered for a limited time or for purposes ofevaluation only, offer reduced functionality from time to time, offer limitedaccess to Content, or be free of charge.

1.15 "Site"means the website at www.clsl.co.uk / www.clsrs.co.uk / http://www.clspi.co.uk/ / www.clsgroupservices.co.uk and includes all Servicesand any other report, insurance document, certificate, data-set, software or information contained in or derived from or by use of the Site.

1.16 "Supplier" means any third party providing data or information in any form toCLS.

1.17 "Terms"means these terms and conditions as amended from time to timewhich relate to all Services provided by CLS.

1.18 "ThirdParty Content" means any data, services, software,information and other content or functionality provided by the Supplier andlinked to or otherwise employed in providing the Services.

1.19 "ThirdParty Terms" means the terms of the Third PartyContent provided by a Supplier which can be found on the CLS Property Insightordering platform after registration. References to clauses, paragraphs,sections, terms, and sites/websites in the Third Party Terms are internalreferences within the relevant Third Party Terms or to the relevant ThirdParty's own internet site.

1.20 "You" and “Your” meansthe contracting partythat places an Order with CLS (whichcan include either directly orthrough the Reseller).

1.21 “TheSearch Code” means the code which sets out the minimum standardwhich organisations who are register with the Property Codes ComplianceBoard(“PCCB”) compiling and selling search reports must meet.

2. Terms and Conditions

2.1 These Terms govern the relationshipbetween You and CLS whether You are a customer with an Account registered onthe Site in order to purchase Services from the Site or You wish to purchaseProducts or Services from CLS on a bespoke basis.

2.2 You will be deemed to have acceptedthese Terms and to have agreed to be bound by them if You proceed to set up anAccount, place an Order or pay for any Service provided to You by CLS (whichcan include either directly or through the Reseller).

2.3 CLS will provide the Services to You only once You have registered on the Site, contacted us directly and we have set up an Account for You, or youhave entered into an Agreement.

2.4 If You set up an Account as agentfor a Client, You must obtain the agreement of Your Client (as disclosedprincipal) to these Terms in accordance with Clause 4.

2.5 CLS reserves the right to refuse to supply the Services to Youor Your Client without notice orreason.

2.6 CLS reserves the right, at its solediscretion, to modify these Terms and to revise amend or discontinue any or allaspects of the Services at its sole discretion, with immediate effect andwithout prior notice. Any modification of these Terms and any revision,amendment or discontinuation of the Services will be posted on the Site.Continued use by You of the Services will be deemed to be Your acceptance ofsuch modification, revision, amendment or discontinuation and Your agreementto be bound by such amendedTerms.

2.7 Each individual company within CLS providing any particular relevantServices will be exclusively responsible for the proper provision ofsuch Services and invoicing for each Order placed by You.

2.8 These Terms, together with pricesand delivery details as set out in the Site or advised in writing for anyProducts and Services, will comprise the whole of the Agreement by CLS tosupply the Services to You.

3. Intellectual Property Rights

3.1. You acknowledge, and shall procureacknowledgment by the Client, that all Intellectual Property Rights in the Servicesand/or Site are and will continue to be ownedby CLS or its Supplierand that nothingin these Terms purports totransfer, assign or grant any right to You or Your Client in respect of theIntellectual Property Rights.

3.2. CLS confirmsthat it has used reasonable endeavours to ensure that use by You of the Services in accordancewith these Terms will not infringe third party rights of any kind.

3.3. The limitations on CLS’ liabilityas set out in Clause6 as they relate to Intellectual Property Rights will apply.

3.4. Uponpayment of CLS Fees and subject tothese Terms You shall be entitled to make the Productsavailable to:

3.4.1. the Client and the Client’sprofessional advisers;

3.4.2. any person providingfunding to the Client in relation to the PropertySite;

3.4.3. the first tenantof the Property Site or their professional advisers and lenders.

3.5. Youagree that You will not, and that You will take all reasonable steps to ensurethat any recipients who may from time to time have accessto Services obtainedthrough Your Order will not, except as expresslypermitted by these Terms or with the separate written consent of CLS:

3.5.1. effect or attempt to effect anymodification, merger, change, reduction to any electronic medium or machine-readable form, reverse engineering,decompiling, disassembly of the Services, Content or Site (except as permittedby law);

3.5.2. reproduce, translate or publish any aspect of the Services;

3.5.3. market, re-sell or carry on or add to any redistribution of the Services;

3.5.4. remove or changein any way any trademarkor proprietary markingin any element of the Services.

3.6. You will acknowledge ownership of the Intellectual Property Rights in the Servicesand the Site in respectof any aspect of any of these which may be incorporated, referred to orused in Your own documents, reports, systems or Services, whether or not theseare supplied to any third party.

3.7. Youacknowledge and agree that You shall, and shall procure that any other personor organisation having access to the Servicesthrough You (as permitted by these Terms),shall treat as strictly privateand

confidential the Services and all information obtained from theServices and shall maintain adequate securitymeasures to safeguard the Services from unauthorised access or use.

3.8. Youagree to indemnify CLS fully against any claim, loss or other damage CLS maysuffer as a result of any breach by You or any other person or organisationreceiving the Services through You.

3.9. Youagree that You will comply with any reasonable instructions CLS may give Youfrom time to time with regard to application of the IntellectualProperty Rights including, but notlimited to, a requirement that You acknowledge that the Services areconfidential to You and the Client.

3.10. You agree to notifyCLS should You suspectany infringement of CLS or theSupplier’s Intellectual Property Rights.

4. Ordering from the Site

4.1. To use the Services, You must first complete the registration processas set out on theSite.

4.2. You will be provided with a usernameand password as partof the registration process.Access to the Site will require that You enter Yourusername and password. You may change Your password at any time. You will beresponsible for ensuring that Your username and password are kept confidential,are used properly and are not disclosed to or used by unauthorised persons.

4.3. If You register on the Site as agent for anotherindividual or organisation You will be deemed to warrant that You have made the other individual ororganisation aware of these Terms, that they agree to them and that You areauthorised to bind them accordingly.

4.4. You may designate one or more otherpersons as being authorised to use the Service for an individual ororganisation on whose behalf You have registered on the Site, using theusername and password issued at the time of registration.

4.5. You must inform CLS immediately if Youhave reason to believe that anypassword has become known to a person not authorised to use it, or if any password isbeing or is likely to be used in an unauthorised way or if any unauthorised use or copyingof any part of the Services or any documentor report derivedfrom them has taken place. CLS will not be liable for any loss or damage caused to You byunauthorised use of Your password.

4.6. If CLS believes that there has been or is likely to be any breachof its security or misuseof the Service, it may change any or all of the passwordsissued to You and will notify You accordingly.

4.7. If a password is forgotten, CLSwill issue a new password on request and on completion of the security checksin use from time to time.

4.8. You confirmthat all information given by You during the registration processis true, completeand accurate in all respects.You agree to notify CLS immediately of any changes in the registrationinformation. CLS reserves the right to terminateYour access to the Serviceimmediately and withoutnotice if it reasonablybelieves that You have given false information or have intentionally failed to inform CLS of any changes to thatinformation.

5. Payment

5.1. You will be fully responsible for all CLS Fees and other chargesthat accrue to YourAccount.

5.2. In additionto CLS Fees, insurance premiumtax or a value added tax at the rate then in force may be payable.

5.3. An invoicewill be issued by the relevant CLS supplying company.You acknowledge that You will be liable topay each invoice within 14 days of the date of its issue and that CLS Fees andany other charges are payable in full, without deduction, counterclaim orset-off unless alternative terms have been agreed in writing in advance by bothparties.

5.4. If sums due on Your Accountare not paid within 14days of the date of invoice issue,CLS will be entitled, at its sole discretion, to cancelProducts ordered through Your Account.

5.5. Where InsuranceProducts are cancelleddue to non-payment, CLS will notify the insured of the cancellation directly.

5.6. If sums due on Your Account are notpaid in accordance with these Terms, CLS will be entitled, at its solediscretion, to limit or terminateuse of Your Account and Your accessto the Services and to charge interest at a rate equal to 8% per annum above the base lending rate ofBarclays Bank plc in accordance with the Late Payment of Commercial Debts (Interest) Act, 1998 (asamended).

5.7. CLS will be entitled,at its sole discretion, to increase CLS Fees on giving You not less than 30 days' notice.

5.8. Anyinsurance premiums received by CLS from You will be held as an agent of theinsurer by reason of risk transfer. If You pay a premium to CLS it will betreated as being received by the insurer(s). It also means that if the insurer(s) pay(s) claims moneyor returns premiumsto CLS which we fail to forwardto You, the insurer(s) will still be liable to You.

5.9. For Insurance Products, CLS acts asagent for the insurer with whom the risk is placed and receives a percentagecommission from the insurer taken from the premium against gross writtenpremium and may receive a profit share from some insurers. Insurerswhich CLS may place businesswith can be viewedon our capacity page https://clsl.co.uk/about-us#.

5.10. ForBonds, CLS uses a third party for sales, brokering and marketing who willreceive percentage commission taken from the premium against gross writtenpremium. For full details please contact us.

6. Warranties and Limitation of CLS' Liability

6.1. CLS provides warranties and accepts liability only to the extent set outin this Clause 6 and,in relation to specific Products, as set out on the Site in respect of thatProduct.

6.2. Except as providedby law, CLS will be liable for direct lossesonly to the Client to the extent stated in Clause 6.6 and will not be liable forany indirect or consequential loss, damage or expenses of any kind (including loss of profitsand loss of contracts, businessor goodwill) or for any physical damageto or loss of the Client’s tangible property arising in any way out ofany problem, event, action or default by CLS whether such loss or damage arisesunder contract, tort (including negligence), an indemnity or contribution orotherwise.

6.3. Nothing in these Terms excludes any other party'sresponsibility for death or personalinjury caused by thatperson's negligence or wilful default.

6.4. CLS will only beliable to the Client for accidental loss ordamage caused by its own wilfuldefault.

6.5. CLS will not be liable to theClient if the Services are used other than as provided or referred to in these Terms.

6.6. Save in relation to the provision of an Insurance Product or Bond where such limits are governed by the FCA rules and regulations (and save for CLS Data Ltd wherethe aggregate amountwill not exceed

£10,000,000.00 per claim or per series of connectedclaims) CLS' liability in contract, tort (including negligence or breach of statutory duty) or otherwise arising in any way in relation to the Services(except in relation to death or personal injury) will not exceed anaggregate amount of £2,000,000.00 per claim or per series of connected claims.

6.7. You acknowledge and agree that:

6.7.1. inorder to purchaseany Insurance Productsor Bonds, You are authorised by the Financial Conduct Authority, an appointed representative (‘AR’) of anauthorised firm or are registered as an Exempt Professional Firm (EPF);

6.7.2. You will not in any way hold CLS responsible for its selectionor retention of, or the acts or omissionsof, Third Party Content or Services from other Suppliers (including those withwhom CLS may have contracted from time to time to provide parts of theServices);

6.7.3. CLS does not promise that thesupply of the Services will be uninterrupted or free from error or provide anyparticular facilities or functions, or that the Content will always becomplete, accurate, precise or free from defects of any kind or from computerviruses, computer locks or other similar computer-related problems but CLS undertakes to use reasonable efforts to correct any such errors, inaccuracies or defects withina reasonable period of being made aware of them;

6.7.4. CLS will not be liable for any interruption, delay or failurein the provision of the Services causedor contributed to by any circumstance outside the reasonable control ofCLS (including, but not limited to, failureof power supply,computer malfunction, inaccurate processing of data by third parties, delays in coding,loading, processing, checkingor dispatching of data, corruption of data while incourse of conversion, failure or overloading of printing or telecommunicationsor electronic communications);

6.7.5. in providing search reports CLSwill comply with The Search Code as developed by the CoPSOand enforced by the PCCB, CLS' only obligation is to exercise the reasonableskill and care of a business-to-business company supplying information to aparty acting in a professional or commercial capacity and You acknowledge thatYou are such a party;

6.7.6. only the Client, any personproviding funding to the Client in relation to the Property Site (whether directlyor as part of a lending syndicate), the Client’s purchaseror tenant of theProperty Site are entitled to rely on the Services;

6.7.7. before placing an Order, You willcarefully check that the details that You provide in relation to Your Order are complete, accurate and correct and that the Services are being procured forthe correct location and propertytype, and take anyother advice prudently required beforemaking any decision in relation to the PropertySite to whichthe Services may relate and You will not rely exclusively on the Services in Your dealing with theProperty Site or in relation to valuation of it;

6.7.8. the Services have not been preparedso as to meet Your or anyone else's particular requirements and You assume the entire risk as to their suitability and waive any claim of detrimental reliance upon them and You are solely responsible for selection or omissionof any part of the relevant Content;

6.7.9. Itis Your obligation to ensure that You,or anyone You are acting on behalfof, are aware of all theterms of any insurance policyobtained by us on Your instructionsbefore You place an Order forit.

6.7.10. the information forming the Content has been extractedfrom a wide range of third party sourcescompiled for many different purposes and to different standards and is notcontrolled or maintained by CLS and that, accordingly, while CLS may identifyand will endeavour to correct errors brought to CLS' attention, suchinformation cannot be warranted to be free of error and errors and omissions may remain. Other than errorsintroduced as a result of CLS' own processingCLS does not accept any responsibility and expressly disclaims all liability for any errors,omissions or misstatements in such sourcesand for any loss or damage sufferedby You or any other personacting or refraining from acting as a result of, or in reliance on, any of theContent;

6.7.11. given the wide range of data whichcould potentially be included in the Content, CLS does not claim or warrantthat either the Content or the Services is comprehensive with respect to orsufficient for any specific purpose;

6.7.12. CLS offers no warranty for the performance of any linked internet Servicenot operated by CLS;

6.7.13. without prejudice to any other restriction set out in these Terms,if in the course of Your business or otherwise You usefor the benefit of or conveyto any third party any element of theServices You will make such third party awareof the limitations, obligations and acknowledgments set outin these Terms;

6.7.14. You will observeand comply with all applicable laws and regulations;

6.7.15. both You and CLS shall pay dueregard to, and co-operate in respect of the observance of any applicablefinancial crime and international economic, financial or trade sanctions lawsand regulations which bind You or CLS;

6.7.16. neither party shall take any actionwhich facilitates the evasion of taxes anywherein the world or which is contrary to any relatedfinancial crime laws and regulations (including without prejudice to the generality of theforegoing the Criminal Finances Act 2017).

6.7.17. neither party shall be involved inthe offering, promising or giving of any financial or other advantage to any personin breach of any laws and regulations against bribery (including without prejudice to the generality of the foregoing the BriberyAct 2010).

6.7.18. the parties shall insofaras required to do so, and whetheror not any Party is an associated person of another for the purposesof the Bribery Act 2010, the CriminalFinances Act 2017 or any otherrelevant laws and regulations, maintainon an ongoing basis appropriate systems, procedures and controls designed to prevent anybreach of paragraphs 6.7.14 to 6.7.16 above;

6.7.19. all liability for any InsuranceProduct or Bond purchased by You rests solely with the relevant insurer whetheror not CLS has selected that insurer or Insurance Product or Bond forincorporation in a Product for You or otherwise;

6.7.20. if CLS provides You with anyadditional Service obtained from a third party or derived from informationprovided by a third party (including, but not limited to, any professionalopinion or search carried out in relationto the Property Site) CLS will not be liable to You in any way for anyissue arising out of such additional Service.The supply of any additional Services will be governedby the terms and conditions of the third party providingsuch Services and You shouldensure that You read thesebefore You ask CLS to purchase any additional service.

7. Termination

7.1. CLS may terminate Your Account andYour access to the Services permanently or for an indefinite period without anyliability to You with immediate effect if:

7.1.1. Youare in breach of these Terms or fail to remedy the breach within 7 days of awritten notice to do so from CLS;

7.1.2. You repeatedly commitor cause to be committed a material breachof these Terms; or

7.1.3. You failto make any payment in accordance with Clause5;

7.1.4. You enter into proceedings forbankruptcy or insolvency, are demonstrably unable to pay Your debts as theyfall due, make any composition or arrangement with Your creditors, go intoliquidation, whether voluntary or compulsory, an order is made or a resolution is passed for Yourwinding up, a receiver, administrative receiver, administrator or similar officeris appointed over the whole or any part of Yourassets, or if You cease or prepare to cease trading; or

7.1.5. You cease to be authorised by theFinancial Conduct Authority, an AR of an authorised firm or registered as anEPF.

7.2. Termination as provided above will not affect Your liability for all chargesoutstanding against Your Accountwhether or not such charges have been invoiced to You by CLS beforetermination.

7.3. All transactions agreed prior to the date of termination will becompleted in accordance with these Terms.

7.4. CLSmay terminate Your Account and Your access to the Services by giving You 30days' notice in writing if in CLS' sole opinion it is no longer appropriate forYou to have access to the Services.

7.5. Inthe event that CLS reasonably believes that You have not provided theinformation required to enable the proper provision of the Services, CLSreserves the right to suspend all further performance of the Services untilsuch time CLS is satisfied such deficiency has been made good.

8. Notices and General

8.1. Unless otherwise providedin these Terms, all notices by You to CLS must be in writing and sent to CLS at

info@clsgroupservices.co.uk.

8.2. All notices fromCLS to You will be displayed on the Site from time totime or advisedto You in writing.

8.3. CLS may at any time assign its obligations as set out in these Terms to anyperson and, following intimation to You of such assignment CLSwill be relieved of any further obligation to You.

8.4. CLS may authorise or allowcontractors and other third parties to provide to CLS and/or You servicesnecessary or related to the Services in order to perform CLS' obligations andexercise CLS' rights under these Terms (including collecting payment on behalfof CLS).

8.5. These Terms are personal to You andneither Your obligations under these Terms nor the benefits to You provided underthem nor Your right to use the Services, operate Your Accountor to designate users can be assigned or transferred to another partyin any way by You without the written consent of CLS.

8.6. Nothing in these Terms will constitute or be deemed to constitute a partnership betweenCLS and You orcreate or be deemed to create a relationship of principal and agent between CLSand You.

8.7. References in these Terms to any legislation will be construedas references to suchlegislation as amended or re-enacted from time to time and to includesubordinate legislation or regulations.

8.8. Save as expressly producedin these Terms,no person other than the persons set out herein shall have any right under the Contracts (Rights of ThirdParties) Act 1999 to enforceany of these Terms and CLS will not be liable to any such thirdparty in respect of any Services supplied.

8.9. Headingsin these Terms are for convenience only and will not affect the meaning orinterpretation of any part of these Terms.

8.10. These Terms will be construed inaccordance with and governed by the laws of England and Wales. You agree to thenon-exclusive jurisdiction of the courts of England and Wales and waive anyright to object to that forum on the grounds of inconvenience or otherwise. If any disputearises out of or in connectionwith these Terms CLS and You agree that, prior to instigation of any courtproceedings, both parties will seek to have the dispute resolved amicably byuse of an alternative dispute resolution procedure acceptable to both partieswith the assistance of the Centre for Dispute Resolution, by written noticeinitiating that procedure. If the disputehas not been resolved to the satisfaction of either party within 30 daysof the initiating of the procedure, or if either party failsor refuses to participate in or withdrawfrom participation, then either party may refer the dispute to the HighCourt.

9. Cookies

9.1. Cookies are small text files that are stored on Your computerto enhance functionality on a website by remembering specific credentials. CLS uses cookiesas a fundamental part of the operation of the Site, and inorder to ensure efficiency of its Service to You.

9.2. Formore information about cookies and how they are used, please click here. To findout how to manage or remove cookies from Your web browser, please click here.

10. Complaints Procedure

10.1. If Youhave a complaint regarding the Services suppliedby:

10.1.1. CLS Property Insight Limited,please send the details to 17 Kings Hill Avenue, Kings Hill, West Malling, Kent, ME19 4UA. Tel.: 01732753910. Email: complaints@clspropertyinsight.co.uk.

10.1.2. CLS Risk Solutions Limited,please send the details to 17 Kings Hill Avenue,Kings Hill, West Malling, Kent, ME19 4UA. Tel.: 02034099510 Email to: complaints@clsrs.co.uk.

10.1.3. CLS Group Services Limited, pleasesend the detailsto 17 Kings Hill Avenue,Kings Hill, West Malling, Kent, ME19 4UA. Tel.: 01732753910. Email: complaints@clsgroupservices.co.uk.

10.1.4. CLSData Limited, please send the details to 17 Kings Hill Avenue,Kings Hill, West Malling, Kent, ME19 4UA.Tel.: 01732 753910. Email: complaints@clsdata.io.

10.2. Your complaint will be acknowledgedwithin 5 working days of receipt and You should receive a written responsewithin 20 working days. Where this is not possible, CLS will inform You of thereasons for this and give You an indication of when You should receive aresponse.

10.2.1. ifYou have not received a response within40 working days of the original receiptof the complaint, or You are not happy with the response given You maytake one of the following actions:

If Your complaint relates to CLS' search Products, You may refer Your complaint to The Property Ombudsman Scheme (TPO's)at Milford House,43-55 Milford Street,Salisbury, Wiltshire SPI 2BPor via email: admin@tpos.co.uk or onlineat https://www.tpos.co.uk; or

If Your complaint relates to CLS' Insurance Products orBonds, You may refer Your complaint to the Financial Ombudsman Service (FOS),Exchange Tower, Harbour Exchange Square, London, E14 9SR, Tel. 0800 023 4567 oronline at www.financial-ombudsman.org.uk; or

10.3. Ifafter CLS have investigated Your complaint You still remaindissatisfied and wish to refer Your complaint to the TPO or FOS CLS may need to be provided with information about Your search, Insurance Product or Bond which may containpersonal data. Unless You advise CLS to the contrary they will share anyinformation they have with the TPO or FOS to enable them to investigate yourcomplaint.

10.4. If Your complaint relates to athird party Supplier, CLS will pass Your complaint to them to investigate.Unless You advise CLS to the contrarythey will be entitled to disclose Your identity to them and shareany other information needed to investigate Your complaint.

Please click here for thefull CLS Risk Solutions’ complaints procedure.

Please click here for thefull CLS Property Insight’s complaints procedure.

Please click herefor the PCCBmembers complaints procedure(to be used by memberssuspecting other members ofbreaching The Search Code)

Please click here for the full CLS Data’s complaints procedure.

11. Data Protection

11.1. For the purposesof this clause:

11.1.1. “Controller” means the person which, alone or jointly with others, determines the purposes and meansof the processing of Personal Data; and

11.1.2. “Data Protection Law” means all applicable statutes and regulations in any jurisdiction pertaining to the processing of Personal Data, including but notlimited to the privacy and security of Personal Data; and

11.1.3. “Data Subject” means the identifiedor identifiable natural living person to whom the Personal Data relates; and

11.1.4. “Personal Data” means any information relating to the Data Subject;and

11.1.5. “Personal Data Breach” means abreach of security leading to the accidental or unlawful destruction, loss,alteration, unauthorised disclosure of, or accessto, Personal Data transmitted,stored or otherwise processed.

11.2. You and CLS acknowledge and agreethat where a party processes Personal Data under or in connection with thisAgreement it alone determines the purposes and means of such processing as aController.

11.3. In respect of the Personal Data a party processesunder or in connection with this Agreement,the party:

11.3.1. shall comply at all timeswith its obligations under the Data Protection Law; and

11.3.2. shall notify the other partywithout undue delay after, and in any event within 24 hours of, becoming awareof a Personal Data Breach; and

11.3.3. shall assist and co-operate fully with the other party to enable theother party to comply with their obligations under Data Protection Law, including but not limitedto in respect of keeping Personal Data secure, dealing with Personal Data Breaches, complying with therights of Data Subjects and carryingout data protection impact assessments.

11.4. The partiesshall work togetherto ensure that each of them is able to process the Personal Data it processes under or in connection withthis Agreement for the purposes contemplated by this Agreement lawfully,

fairly and in a transparent manner and in compliance with the Data Protection Law. This shall include but not be limited to entering into suchother written Agreements as may berequired from time to time to enable each party to comply with the DataProtection Law.

11.5. You will ensure that You obtain allnecessary consents so that any Personal Data You provide CLS can be lawfullyused or disclosed by You in the manner and for the purposes anticipated bythese Terms.

11.6. By placing an order, providing anyadditional evidence or personal documents, You give explicit consent that theinformation You have provided will be passed to or used by CLS, its agents,authorised bodies, insurers or any successor firm inorder to provide the Serviceand to prevent financial crime and in doingso such information may be passed to other countries including those outsidethe EEA which may have limited data protection laws.

This notice describes how CLS, as a data controller, collects, uses, shares and retains the Personal Data You

provide and informs You about Your choices regarding use, access and correction of Your Personal Data CLS is

committed to ensuring that any Personal Data it receives is protected and handled in accordance with applicable

data protection laws. In this Privacy Notice, “We”, “Us” and “Our” refers to CLS. "CLS" means the following

companies: CLS Property Insight Limited registered in England and Wales with company number 06993053,

authorised and regulated by the Financial Conduct Authority (“FCA”). CLS Group Services Limited registered in

England and Wales with company number 07054613 and CLS Data Limited registered in England and Wales with

company number 10446473.

This Privacy Policy is separate from and not intended to override the terms of any contract We may have with

You or Your rights under data protection laws.

When We say, “You” and “Your” in this notice, We mean anyone whose Personal Data We may collect,

including:

• Anyone seeking a quote from Us or whose details are provided during the quotation process

• Anyone placing an order for a product with Us and/or requesting services from Us

• Policyholders and anyone named on or covered by the policy

• Anyone who may benefit from or be directly involved in the policy or a claim, including claimants and

witnesses.

If You are ordering products from CLS through a third party such as a solicitor, broker or other intermediary, they

may have their own reasons for processing Your Personal Data. Please contact them directly should You require

further information about their uses of Your Personal Data.

Collection of data

• Personal Data, means any information from which that person can be identified. It does not include

data where the identity has been removed (anonymous data).

• CLS may collect a range of personal and business information supplied by You or third parties on Your

behalf. Wherever We collect or use Personal Data, We will make sure We do this for a valid legal reason.

This information may include the following: basic personal details such as Your name, address,

telephone number, gender, marital status, financial details, identification checks and background

information, credit history, credit score, sanctions check results, information received from various anti-

fraud databases, additional information about Your order or account requirements, such as details of

Your Business, and marketing and communications data which includes Your preferences in receiving

marketing from Us and our third parties and Your communication preferences.

• CLS may also collect data about You, Your business or the property for which the order is placed from

a number of different sources, including but not limited to the electoral roll, third party databases

available, other insurance or property search firms, loss adjusters and/or other parties involved in the

process of administrating a claim, as well as publicly available sources.

We will always attempt to explain clearly when and why We need this information and the purposes for which

We will use it and where necessary, We will obtain Your explicit consent to use Personal Data.

We may record or monitor telephone calls in order to ensure accuracy in the recording of instructions

communicated to Us, to facilitate staff training, for the prevention of fraud, for management of complaints and

to improve customer satisfaction.

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You can visit our site without providing Us with any information about yourself. You do not have to provide Us

with any Personal Data, but if You do not provide the Personal Data that We need, We may not be able to

proceed with Your account registration, order or any claim that You may make.

We do log Your IP address (the Internet address of Your computer) to provide Us with an idea of which part of

the site You visit and how long You spend there.

Your IP address is not linked to anything personally identifiable. We also log the computer, operating system and

browser type that You are using. This information is automatically provided by Your browser.

Our website does not enable our visitors to communicate with other visitors or to post information to be

accessed by others.

The website operated by CLS may provide links to other sites. When You click on one of these links Your browser

will download pages from the other site. You should satisfy yourself that You are comfortable with the privacy

policy adopted by any site You visit. CLS supports and advocates ethical policies with regards to privacy and data

protection but cannot be held responsible for the actions of any other site.

Although We take reasonable steps to validate links, such links are for information only and do not represent

any undertakings as to the availability, merits or behaviour of any site or organisation.

“Cookies”

Sometimes it is useful for the CLS web site to remember You when You come back to the site. The way We do

this is by storing a small file on Your computer, known as a "cookie" which can only be seen by the CLS website

and will not expose You to any security risk. A cookie is perfectly safe and doesn't affect the performance of Your

computer in any way but it does mean that if You are using the same computer We can recognise You when You

come back to our site.

We do not use cookies to store Personal Data nor do We link non-Personal Data stored in cookies with Personal

Data about specific individuals.

Personal Data about others

We may collect Personal Data about other individuals, such as employees, clients, family, or members of Your

household. If You give Us information about another person, it is Your responsibility to ensure You have a lawful

basis for transferring their Personal Data or confirm that You have told that person why and how CLS uses

Personal Data and that You have that person’s permission to provide that Personal Data to us and for us to

process it.

Our uses of data

CLS will only use Your Personal Data when the law allows us to. Most commonly, We use the Personal Data in

the following circumstances:

CLS uses the Personal Data We collect to operate Our business and provide the products we offer. The

information We collect may be used for (amongst other purposes) the following: to assess Your application for

an account, quote or product; to evaluate the risk You present; to verify Your identity; to register You as a new

customer; to administer Your order and deliver our services; to conduct statistical analysis for pricing purposes;

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to administer claims; to investigate and resolve complaints; to manage our business relationship with You, to

enable You to partake in a prize draw or complete a survey; to administer and protect Our business and Our

website (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting

of data; to make suggestions; to make suggestions and recommendations to You about CLS products or services

that may be of interest to You.

Should the need arise, CLS may also use Personal Data for the following purposes: to collate Your Policy or claims

history; to undertake credit referencing or credit scoring and to assist with financial crime and fraud detection.

CLS may use Your Personal Data where it is necessary for Our legitimate interests (which means the interest of

our business in conducting and managing our business to enable us to give You the best service/product and

most secure experience) (or those of a third party) and Your interests and fundamental rights do not override

those interests.

Generally, We do not rely on consent as a legal basis for processing Your Personal Data although We will get

Your consent before sending third party direct marketing communications to you via email. You have the right

to withdraw consent to marketing at any time by contacting Us.

Marketing

We strive to provide You choices regarding certain Personal Data uses, particularly around marketing and

advertising.

Promotional offers from Us

We may use Your Personal Data to form a view on what we think you may want or need, or what may be of

interest to You. This is how we decide which products, services and offers may be relevant for you (we call this

marketing).

You will receive marketing communications from Us if You have requested from Us or purchases products or

services from Us and you have not opted out of receiving that marketing.

Third-party marketing

We will get Your express opt-in consent before we share your Personal Data with any third party for marketing

purposes.

Opting out

You can ask Us or third parties to stop sending You marketing messages at any time by logging into the website

and checking or unchecking relevant boxes or by contacting us at any time.

Where you opt out of receiving these marketing messages, this will not apply to Personal Data provided to Us

as a result of a product or service purchase, other business transactions

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Sharing Your data

If You request a quote, or purchase a product, Your Personal Data may be shared with and processed by a

number of third parties which include but are not limited to regulatory, dispute resolution or law enforcement

bodies; other insurance organisations including reinsurers; fraud prevention and credit reference agencies (who

may keep a record of the search); or other relevant third parties within Our administrative structure or with

prospective buyers or purchasers in the event CLS wishes to sell all or part of its business.

Your Personal Data may be disclosed when We believe in good faith that the disclosure is required by law;

necessary to protect the safety of Our employees or the public; required to comply with a judicial proceeding,

court order or legal process; or for the prevention or detection of crime (including fraud).

For Bonds and Estate Administration, CLS shares Personal Data with third party suppliers in order to fulfil the

Bond/Estate Administration services. The third party suppliers, provide mandatory administration to the

Bonds/Estate Administration services therefore consent to this specific data being shared cannot be withheld. If

You do not consent to CLS sharing this Personal Data, then the Bond/Estate Administration services cannot be

provided.

We will only share Your information in compliance with data protection laws.

Transfer and Storage of Your Data Overseas

Personal Data may be transferred to countries outside the UK. They will at all times be held securely and handled

with the utmost care in accordance with all applicable principles of English law. Personal Data will not be

transferred outside the UK unless the transfer is to a country which is considered to have equivalent standards

with regard to data protection, or We have taken reasonable steps to ensure that suitable data protection

standards are in place.

Data Retention

CLS will only keep Personal Data for as long as it is necessary to continue providing our products and services to

You and/or to fulfil our legal and regulatory obligations in line with Our data retention policy.

Data Subject Rights

You have a number of rights in relation to the information We hold about You. These include: the right to object

to the use of Your Personal Data to the right to ask for a copy of the Personal Data We hold about You, subject

to certain exemptions; the right to ask Us to update or correct Your Personal Data to keep it accurate; the right

to withdraw any permission You have previously provided; the right to ask Us to delete Your Personal Data from

our records if it is no longer needed for the original purpose; the right to ask Us to restrict the use of Your

Personal data in certain circumstances; and the right to complain about how We handle Your Personal Data (see

‘Who to contact’ below).

Please note that there are times when We will not be able to delete Your Personal Data. This may be as a result

of a requirement to fulfil Our legal and regulatory obligations, or where there is a minimum statutory period of

time for which We have to keep Your Personal Data. If We are unable to fulfil a request We will always let You

know our reasons.

Who to contact

If You wish to exercise any of Your rights or have any queries about how We use Your Personal Data, please

contact our Compliance Officer at: 26 Kings Hill Avenue, West Malling, Kent ME19 4AE or by email:

compliance@clsl.co.uk or by telephone: 01732 753 910.

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We will consider Your request and either comply with it or explain why We are not able to. Please note, We may

request evidence of Your identity to process Your request.

If You are not happy with any aspect of how We handle Your Personal Data, We encourage You to come to Us in

the first instance but You are entitled to complain to the Information Commissioner's Office (ICO):

Writing: Information Commissioner's Office, Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF

Telephone: 0303 123 1113 (local rate) 01625 545 745 (National Rate)

Website: https://ico.org.uk/concerns

Changes to this Data Privacy Notice

We may amend this Data Privacy Notice from time to time for example, to keep it up to date or to comply with

legal requirements. Should any significant changes be made to the ways in which CLS processes Personal Data

from those described at the time of collection, We will post a notice on Our website.

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