Partner Program General Terms & Conditions

Maintain sufficient knowledge of the industry and products competitive with the LCL Products so as to be able to explain in detail to Prospects the differences between the LCL Products and competing products.

Upon request by Servicer, Partner shall discuss each Prospect in detail with Servicer and shall provide Servicer with all relevant non‐confidential information it has regarding each Prospect and the relevant commercial market conditions.

Partner shall not make any representation, warranty, indemnity, claim, commitment or guarantee to any person actually, apparently or impliedly on Line Capital Group’s behalf or concerning LCL Products that are in addition to or inconsistent with any then-existing representation, warranty, indemnity, claim, commitment or guarantee in the Partner Program Agreement, these Terms & Conditions or any other written documents provided or made available by Line Capital Group to Partner that concern or relate to the LCL Products.

Partner shall comply with (i) all applicable policies and procedures of Line Capital Group as in effect from time to time and as communicated to Partner (ii) all directions and instructions from Line Capital Group to Partner concerning the matters contemplated by the Partner Program Agreement and these Terms & Conditions, and (iii) all applicable law and in a manner which is consistent with good business practice and reflects favorably at all times on the LCL Products and the good name, goodwill and reputation of Line Capital Group.

Partner shall provide such other assistance as Servicer may from time to time reasonably request.

From time to time Servicer shall supply Partner with Marketing Materials to enable Partner to perform its duties and obligations under the Partner Program Agreement and the Terms & Conditions.

Servicer may, in its sole discretion, either accept or decline any Prospect submitted by Partner by granting such Prospect LCL Products.

Line Capital Group’s Partner Portal (the “Portal”) access is provided by Line Capital Group and available only to entities and persons over the age of legal majority who can form legally binding agreement(s) under applicable law.

The terms of use set out in this Clause 6 shall govern use of the Portal and all applications, software, data, information and services (collectively, “Portal Services”) available on the Portal, except to the extent such Portal Services are subject to a separate agreement. Line Capital Group grants to Partner a limited, non-transferable, non‐sublicensable, revocable license to (a) access and use only the Portal and Portal Services only in the manner presented by Line Capital Group, and (b) access and use the Line Capital Group computer and network services offered within the Portal (the "Line Capital Systems") only in the manner expressly permitted by Line Capital Group.  Except for this limited license, Line Capital Group does not convey any interest in or to the Line Capital Systems, information or data available via the Line Capital Systems (the “Information”), Portal Services, Portal or any other Line Capital property by permitting Partner to access the Portal.

Any aspect of the Portal may be changed, supplemented, deleted or updated by Line Capital Group without notice or consent of Partner, at the sole discretion of Line Capital Group.

The Line Capital Group Privacy Policy (which can be accessed by clicking here) governs the use of personal information collected from or provided by Partner at or through the Portal. With respect to any individual whose personal information is provided by Partner to Line Capital Group, Partner represents to Line Capital Group that Partner has obtained all necessary consents for the processing of such personal information contemplated by the services Line Capital Group is using and by the Line Capital Group Privacy Policy.

In addition to other restrictions set forth in these Terms & Conditions, Partner agrees that:
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(a) Partner shall not disguise the origin of information transmitted through the Portal.
(b) Partner will not place false or misleading information on the Portal.
(c) Partner will not use or access any service, information, application or software available via the Portal in a manner not expressly permitted by Line Capital Group.
(d) Partner will not input or upload to the Portal any information which contains viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, the Portal or Information or that infringes intellectual property rights of another.
(e) Certain areas of the Portal are restricted.
(f) Partner may not use or access the Portal or the Line Capital Systems or Portal Services in any way that, in Line Capital Group’s judgment, adversely affects the performance or function of the Line Capital Systems, Services or the Portal or interferes with the ability of authorized parties to access the Line Capital Systems, Services or the Portal.
(g) Partner shall not frame or utilize framing techniques to enclose any portion or aspect of the content or the information, without the express written consent of Line Capital Group.

Partner agrees that Line Capital Group, in its sole discretion, may terminate or suspend Partner’s use of the Portal, the Line Capital Systems, Information and Services at any time and for any or no reason in its sole discretion, even if access and use continues to be allowed to others. Upon such suspension or termination, Partner shall immediately (a) discontinue use of the Portal, and (b) destroy any copies Partner may have made of any portion of the information received from Line Capital Group. Accessing the Portal, the Line Capital Systems, Information or Services after such termination, suspension or discontinuation shall constitute an act of trespass. Partner agrees that Line Capital Group shall not be liable to Partner or any third party for any termination or suspension of Partner’s access to the Portal, the Line Capital Systems, Information and/or the Services.

To be eligible for payment by Servicer of Remuneration in accordance with the Partner Program Agreement and these Terms & Conditions, a Prospect must be registered, accepted and validated in respect of a successful referral of an LCL Product in accordance with this Clause 7.1 (“Qualified Transaction”) and the other criteria set out in Clause 7.2 shall also have been met. 

Partner must register each Prospect with Line Capital Group using the partner tools Line Capital Group provides through our Portal. To register a Prospect, Partner must provide at least the following information about each Prospect: contact first name, contact last name, email, team size, URL and company name.  Line Capital Group generally will accept a Prospect who, in its reasonable determination: (i) is a new potential customer; (ii) is not, at the time of submission or sixty (60) days prior, one of Line Capital Group’s pre-existing customers, involved in an active sales process, or any of Partner’s affiliates.  Notwithstanding the foregoing, Line Capital Group may choose not to accept a Prospect, in its sole discretion. A Prospect is not considered valid: (i) if it is not registered, (ii) if it is not accepted, (iii) if it is expired, (iv) if it exceeds the registered capacity limits or other applicable limits, or (v) after the Partner Program Agreement has expired or terminated. Once the valid Prospect is registered, accepted and validated, Line Capital Group will, at its own sole discretion, enter into the relevant Loan Documentation with such Prospect.

In consideration of the services provided by Partner to Line Capital Group in accordance with the Partner Program Agreement and these Terms & Conditions, Servicer will remit the applicable Remuneration payment within thirty (30) days following the end of the month during which the Prospect draws down on the LCL Product in accordance with the Loan Documentation under a Qualified Transaction.

All payments by Line Capital Group in accordance with this Clause 7.2 shall be made by way of wire transfer and it is Partner’s responsibility to ensure that it has provided Line Capital Group with the most up-to-date and correct information to facilitate the transfer.

Remuneration payments shall be paid in the lawful currency of New Zealand and are subject to all applicable governmental regulations and rulings, including withholding or deduction on any commissions generated by Line Capital Group’s payments system provider.  Partner is solely responsible for payment of any taxes imposed or incurred in connection with any Remuneration payments.

For all purposes of the Partner Program Agreement and these Terms & Conditions, “Remuneration” means, in respect of any Loan Documentation in connection with the a Qualified Transaction (i) an amount equal to two (2%) percent of the amount drawn down under the relevant Loan Documentation, and (ii) an amount equal to one (1%) percent of the amount drawn down under any subsequent Loan Documentation entered into between the same Prospect and Lender.  

Line Capital Group reserves the right to change the amounts and percentages referred to above from time to time in its sole discretion by notice in writing to Partner.

Partner will receive no consideration for (i) any services, support, or other fees collected by Line Capital Group or (ii) any fees of any kind related to the Loan Documentation.  Except as provided herein, Partner shall not be entitled to any fees or payments by Line Capital Group with respect to a Prospect under a Qualified Transaction, regardless of (a) the terms of the applicable Loan Document relating to such Qualified Transaction, (b) any renewal of such Loan Documentation relating to such Qualified Transaction, or (c) whether Line Capital Group enters into subsequent Loan Documentation or other agreements with such Prospect.  

No Remuneration shall be paid (a) if Partner provides to Line Capital Group any incorrect or misleading information about the Prospect or fails to supply a referral form, (b) for any Prospect that is a then‐current customer or was previously a customer of Line Capital Group or its affiliates, (c) for any Prospect with whom Line Capital Group or its affiliates had substantive contact prior to Partner’s submission of a referral form for such Prospect, (d) if a Prospect does not execute Loan Documentation with Line Capital Group for the provision of LCL Products within one (1) month after Line Capital Group’s receipt of a referral form pertaining to such Prospect, or (e) for the provision of any services or products other than the LCL Products.

Following termination of the relevant Partner Program Agreement, Line Capital Group shall pay Partner the Remuneration for any Prospects earned on or before the effective date of termination. Except as provided in this Clause 7, Line Capital Group shall have no obligation to pay Remuneration to Partner after the effective date of termination.

In the event that two or more authorized representatives of Line Capital Group, for any reason whatsoever, claim a Remuneration for the same Prospect, Line Capital Group reserves the right to award the Remuneration to one of the representatives or to divide the Remuneration among the representatives in such proportions as Line Capital Group shall determine to be equitable, and its decision to do so and the manner in which it does shall be final and binding on all parties involved. In no case shall the total amount of Remuneration paid with regard to any such Prospect exceed the maximum Remuneration that could be earned if only one representative were responsible for the Prospect.

Servicer hereby indemnifies Partner on demand and will defend any action brought by Prospects or other third parties against Partner based on claims, losses, demands, causes of action, and/or judgments (including attorneys’ fees and court costs) (collectively “Claim(s)”) that (a) the Materials (i) infringe or misappropriate any copyright, trademark, moral right, or trade secret or (ii) caused a physical injury to any Prospect, or (b) Line Capital Group has breached an express warranty to Prospects. Line Capital Group will pay any settlement or final award against Partner based on such claims unless it is found that the infringement, injury, or warranty breach arises from Partner’s acts or omissions (including any breach of the Partner Program Agreement by Partner). In such a case, Partner shall pay any settlement or final award against it and shall reimburse Line Capital Group for all defense expenses.

Partner hereby indemnifies Line Capital Group on demand and will defend any action brought by Prospects or other third parties based upon Claims arising from (a) Partner’s activities under the Partner Program Agreement or these Terms & Conditions, (b) any unauthorized guarantees or warranties regarding the Materials, (c) any breach of the Partner Program Agreement or these Terms & Conditions, or (d) Partner’s obligations under the Partner Program Agreement or these Terms & Conditions, and Partner will pay any settlement or final award against Line Capital Group based on the foregoing Claims.

The party seeking indemnity will give the indemnifying party prompt notice of any Claim and provide reasonable assistance to the indemnifying party in the defense of the Claim. Line Capital Group may choose, in its sole discretion, to assume control over any litigation or settlement for any Claim involving the Materials. Further, Partner will not discontinue or settle any claim in a manner that does not unconditionally release Line Capital Group without Line Capital Group’s prior written consent.

This Clause 12 states Partner’s sole and exclusive remedy, and Line Capital Group’s sole and exclusive liability, for any intellectual property infringement.

“Confidential Information” means, with respect to a party (the “Disclosing Party”), information that pertains to such party’s business, including, without limitation product roadmaps, performance results, and technical, marketing, financial, employee, planning, pricing, and other confidential or proprietary information. Confidential Information will be designated and/or marked as confidential when disclosed, provided that any information that the party receiving such information (the “Receiving Party”) knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party will be considered Confidential Information of the Disclosing Party, even if not designated or marked as such.

The Receiving Party shall preserve the confidentiality of the Disclosing Party’s Confidential Information and treat such Confidential Information with at least a reasonable standard of care. The Receiving Party will use the Confidential Information of the Disclosing Party only to exercise rights and perform obligations under this Agreement or any addenda. Confidential Information of the Disclosing Party will be disclosed only to those employees and contractors of the Receiving Party with a need to know such information.

The Receiving Party shall not be liable to the Disclosing Party for the release of a Confidential Information if such information:
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(a) was known to the Receiving Party on or before the date of this Agreement without restriction as to use or disclosure;
(b) was in the public domain on or before the date of this Agreement;
(c) came into the public domain after the date of this Agreement through no fault of the Receiving Party;
(d) was independently developed solely by the employees of the Receiving Party who have not had access to Confidential Information; or
(e) is divulged pursuant to any legal proceeding or as otherwise required by law, subject to the receiving party giving all reasonable prior notice to the Disclosing Party to allow it to seek protective or other court orders and provided that the Receiving Party uses best efforts to make such disclosure under conditions of confidentiality.