StepEx Standard Operating Terms

1.1These Terms form part of the agreement between StepEx and the Provider when the Provider enters into a Services Agreement that incorporates them, accepts them through the StepEx Platform, or otherwise accepts them in writing.

1.2The Agreement consists of these Terms, the applicable Commercial Terms, any Services Agreement, any Product Schedule, any data-sharing schedule, any terms accepted through the StepEx Platform, and any written amendment agreed by both parties.

1.3If documents conflict, the following order applies:

• a written amendment expressly agreed by both parties;
• the applicable Commercial Terms;
• any Services Agreement;
• the relevant Product Schedule;
• any specific data-sharing schedule;
• these Terms.

1.4StepEx policies and operating instructions apply after the documents listed above. They do not amend accrued commercial rights unless the Provider agrees or these Terms expressly allow the change.

1.5A later document prevails only to the extent that it expressly changes an earlier document. A regulatory, security or customer-protection instruction may change future conduct immediately where clause 20 allows it, but does not retrospectively change money already collected or rights already accrued unless the law requires this.

1.6Commercial Terms may be set out in a Services Agreement, Product Schedule, the StepEx Platform, a separate commercial notice accepted by the Provider, or another written agreement between the parties.

1.7A person accepting these Terms or Commercial Terms through the StepEx Platform confirms that they are authorised to bind the Provider. The Provider is bound from the date and time recorded by StepEx.

1.8StepEx may keep electronic records of the version accepted, the date and time of acceptance, the accepting user, the Provider represented and the Commercial Terms accepted. Those records are evidence of acceptance unless there is an obvious error.

1.9The Provider must ensure that only people approved by the Provider and verified by StepEx are allowed to accept contractual terms on its behalf.

Agreement: the documents listed in clause 1.2.

Borrower: a person who applies for or enters into a Borrower Agreement.

Borrower Agreement: a credit agreement or other finance agreement between StepEx and a Borrower.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Collections: amounts actually and irrevocably received by StepEx from a Borrower and allocated to the financed Course amount, after reversals, refunds and chargebacks. Separate application, account, administration, default or other charges payable to StepEx are not Collections unless the Product Schedule says otherwise.

Course: a course, programme or education service made eligible for a StepEx product under a Product Schedule.

FCA: the Financial Conduct Authority or any successor regulator.

Fixed-Term Commitment: Commercial Terms accepted by the Provider, whether in a Services Agreement or through the StepEx Platform, that have a defined term, include a minimum-volume commitment and identify the version of these Terms that applies during that term.

Group Company: a company that controls, is controlled by or is under common control with StepEx.

Commercial Terms: the product-specific and commercial terms applying to the Provider, including eligible products and Courses, Provider Payment calculations, Servicing Fees, settlement terms, payment timing, any minimum-volume commitment, any fixed term and agreed commercial variations.

Product Schedule: a document or electronic record setting out product-specific terms, which may form part of the Commercial Terms.

Provider: the education provider that enters into a Services Agreement, accepts these Terms through the StepEx Platform, or otherwise accepts them in writing.

Provider Payment: the contractual amount payable by StepEx to the Provider under the relevant Product Schedule.

Services: the StepEx application, finance, platform, servicing, collection, reporting and payment services described in the Agreement.

Services Agreement: a short written agreement between StepEx and the Provider that incorporates these Terms and sets out or incorporates the Commercial Terms.

Servicing Fee: the fee retained by StepEx from Collections or applied to a Provider-funded settlement, as set out in or validly notified under the Product Schedule.

Step Exchange: Step Exchange Limited, company number 10880923.

StepEx: StepEx Lender Limited, company number 11640058.

StepEx Platform: any portal, application programming interface, hosted page or other system made available by StepEx.

Terms: these StepEx Standard Operating Terms, as updated under clause 20.

2.1References to law include amendments and replacements. “Including” means including without limitation. Writing includes email and messages sent through the StepEx Platform.

3.1StepEx provides finance and related services. The Provider supplies the Course. Each party is responsible for its own products, services, staff and legal obligations.

3.2StepEx is the lender and creditor under each Borrower Agreement. The Provider is not a lender, servicer, collector or agent of StepEx merely because it enters the Agreement.

3.3StepEx may use Step Exchange, other Group Companies and third-party suppliers to deliver technology or operational services. StepEx remains responsible for its contractual obligations. No Group Company becomes a party unless a Services Agreement or other written agreement expressly says so.

3.4Nothing in the Agreement creates a partnership, joint venture, fiduciary relationship or agency. Neither party may bind the other or make commitments on its behalf.

3.5The Agreement does not guarantee any number of applications, approvals, enrolments, Borrower Agreements, Collections or Provider Payments.

4.1The Provider must give StepEx complete and accurate information about each proposed Course, including its name, price, delivery method, location, start and end dates, entry requirements, accreditation, cancellation terms and refund rules.

4.2A Course becomes eligible only when StepEx confirms this in a Product Schedule or through the StepEx Platform. StepEx may set application windows, volume limits or other operating conditions.

4.3The Provider must not make a Course or product change live until StepEx confirms that its systems and consumer information have been updated.

4.4The Provider remains responsible for admissions, Course delivery, teaching quality, student support, accreditation and compliance with education law and its own student terms.

4.5The Provider must treat Borrowers to the same standard as other comparable students and must not disadvantage a student because StepEx finance is used.

4.6StepEx may stop accepting applications for a Course where the information is incomplete, the Course changes, a volume limit is reached or StepEx reasonably considers the Course unsuitable for the relevant product.

5.1The Provider decides whether an applicant meets its admissions requirements. StepEx decides whether to offer finance and on what terms.

5.2Admission to a Course does not mean that finance will be approved. Finance approval does not require the Provider to admit the applicant.

5.3The Provider may give StepEx factual information needed to confirm Course eligibility, admission, enrolment or price. It must ensure that the information is accurate and current.

5.4StepEx controls the finance application, identity checks, fraud checks, creditworthiness and affordability assessment, contracting and required consumer disclosures.

5.5StepEx may decline, pause or withdraw an application or offer where permitted by law. StepEx is not required to disclose confidential decisioning methods or third-party data to the Provider.

5.6The Provider must not state or imply that finance is guaranteed, likely to be approved or available regardless of the applicant’s circumstances.

6.1The Provider is responsible for deciding whether its activities require FCA authorisation, an appointed representative arrangement, an exemption or any other permission.

6.2StepEx does not advise the Provider on its regulatory status. Guidance, templates, examples, comments or approvals supplied by StepEx do not confirm that the Provider’s activities are lawful or outside the regulatory perimeter.

6.3The Provider must consider its complete customer journey, including websites, advertising, sales discussions, application links, follow-up communications, systems and staff conduct.

6.4The Provider must not carry on a regulated activity unless it is legally entitled to do so. It must obtain its own advice where needed.

6.5StepEx may restrict or stop any Provider activity that StepEx reasonably believes may create regulatory risk, customer harm or risk to StepEx. A StepEx restriction is an operating requirement, not confirmation that other activity is lawful.

6.6Nothing in the Agreement limits StepEx’s responsibility for its own conduct, regulated activities or formal approval of a financial promotion.

7.1The Provider must obtain StepEx’s written approval before publishing or using any consumer-facing material that refers to StepEx, a StepEx product, finance availability, repayment terms or a finance application route.

7.2Approval applies only to the exact wording, layout, prominence, channel, audience and surrounding context submitted to StepEx. It does not approve the Provider’s wider customer journey or regulatory status.

7.3Approval ends if the material is changed, used in a materially different context, used for a different product or audience, reaches its expiry date, or StepEx withdraws approval.

7.4The Provider must use approved material exactly as approved, keep a copy of each published version and where it appeared, and remove or correct it promptly when StepEx requires.

7.5The Provider remains responsible for claims about the Course, its price, outcomes, accreditation, availability and the Provider’s own services.

7.6The Provider must ensure that staff, agencies, affiliates and publishers acting for it follow this clause. It must not allow them to amend or repurpose approved material without fresh approval.

7.7Nothing in this clause excludes any responsibility imposed on StepEx by law for a promotion that StepEx has formally approved.

8.1The Provider is not appointed as an appointed representative or introducer appointed representative by entering the Agreement.

8.2Any appointment requires a separate written agreement, completion of StepEx due diligence and training, and written confirmation from StepEx that the Provider may start the relevant activities.

8.3Until that confirmation is given, the Provider must not describe itself as an appointed representative of StepEx or carry on activities on that basis.

8.4The separate appointed representative agreement governs the appointed activities. StepEx may suspend or end those activities independently of the rest of the Agreement.

9.1Each Borrower Agreement is between StepEx and the Borrower. The Provider is not a party and has no right to vary, waive, enforce, assign or collect it.

9.2StepEx owns the Borrower Agreement and all legal and beneficial rights in the related receivable. The Provider’s rights are limited to the Provider Payment set out in the Agreement.

9.3The Provider Payment does not give the Provider ownership of a Borrower receivable, a security interest, a trust interest or a direct claim against a Borrower.

9.4StepEx may administer, transfer, fund, securitise or assign Borrower Agreements where permitted by law. This does not reduce the Provider’s contractual right to Provider Payments, subject to the Agreement.

9.5The Provider must not tell a Borrower that the Provider owns the debt or that payment is owed to the Provider.

10.1The Product Schedule sets out how Provider Payments are calculated and when they are paid.

10.2For a collection-linked product, StepEx’s share of Collections allocated to the financed Course amount is the Servicing Fee only. The Provider Payment is those Collections less the Servicing Fee, subject to corrections, reversals, settlements, set-off and other adjustments expressly allowed by the Agreement.

10.3Separate fees or charges owed to StepEx by a Borrower or the Provider do not form part of Collections or the Provider Payment unless the Product Schedule expressly says otherwise.

10.4StepEx may correct or reverse a Provider Payment where a Collection is refunded, reversed, charged back, misallocated, duplicated or later found not to have been received.

10.5StepEx will provide reconciliation information at the intervals stated in the Product Schedule. The Provider must raise any apparent error within 60 days after the relevant statement. StepEx must still correct a clear error discovered later.

10.6StepEx may deduct from Provider Payments any undisputed amount due from the Provider, and any amount reasonably held to cover a refund, chargeback, fraud investigation or reconciliation issue. StepEx will explain the basis of a material hold or deduction.

10.7Provider Payments are unsecured contractual payments. StepEx does not hold Collections or Provider Payments on trust for the Provider.

11.1The Servicing Fee applying to a Collection is the Servicing Fee in force during the month in which StepEx receives that Collection.

11.2This applies even where the relevant Borrower Agreement was entered into before the Servicing Fee changed. An increase or decrease therefore applies to future Collections from both existing and new Borrower Agreements.

11.3A Servicing Fee change does not alter the amount payable by the Borrower. It changes only the allocation of Collections between StepEx and the Provider.

11.4Unless the Product Schedule says otherwise, the Servicing Fee applies to scheduled payments, late payments, arrears payments, recoveries, payments under an arrangement and Collections received after the Provider relationship ends.

11.5A Collection received before a change takes effect remains subject to the Servicing Fee that applied when it was received.

11.6A Fixed-Term Commitment does not itself fix the Servicing Fee. The Servicing Fee is fixed during a committed term only if the Services Agreement or Product Schedule expressly says so.

11.7A different or reduced Servicing Fee may apply to a Provider-funded settlement under clause 12.

12.1StepEx may reduce, cancel, discharge or waive a Borrower’s obligation where required by law, the Borrower Agreement, a complaint outcome, an error correction or StepEx’s servicing and forbearance responsibilities. The Provider’s agreement is not required.

12.2Where the obligation changes because of a cooling-off or cancellation right relating to the finance, a StepEx error, or forbearance granted by StepEx without the Provider’s agreement, StepEx will update the Borrower account and the Provider account accordingly.

12.3For a collection-linked product, an amount waived under clause 12.2 is not a Collection and no Provider Payment arises from it unless the Product Schedule says otherwise. StepEx will correct any Provider underpayment caused solely by a StepEx processing or calculation error.

12.4Any other proposed reduction may be settled by the Provider in whole or in part, subject to StepEx’s agreement. StepEx may refuse a proposed settlement where it would be unlawful, misleading, unfair to the Borrower or operationally impractical.

12.5For the part settled by the Provider:

• StepEx will reduce the Borrower’s obligation by the agreed amount;
• the Provider gives up any Provider Payment that could otherwise have arisen from that amount; and
• the Provider must pay, or permit StepEx to deduct, the reduced Servicing Fee calculated on that amount.

12.6StepEx may waive or reduce the settlement Servicing Fee in a particular case. This does not change the Agreement, create a precedent or prevent StepEx from charging it in another case.

12.7A Provider-funded settlement does not transfer any Borrower Agreement or collection right to the Provider.

13.1The Provider must notify StepEx promptly of any Course withdrawal, cancellation, deferral, transfer, price change, scholarship, employer payment, duplicate funding, refund, service failure or complaint outcome that may affect a Borrower or the financed Course amount.

13.2The Provider must not pay a financed refund directly to a Borrower, or tell a Borrower that StepEx repayments will change, unless StepEx has confirmed the treatment in writing.

13.3The Provider decides the student’s rights against the Provider under the Course contract. StepEx decides the effect on the Borrower Agreement, subject to law and the Borrower Agreement.

13.4Where the Product Schedule requires the Provider to fund or settle a Course-related reduction, StepEx may invoice the Provider, deduct the amount from Provider Payments or apply clause 12.

13.5The Provider must continue to investigate Course disputes and provide StepEx with the relevant contract, attendance, delivery, refund and complaint records. StepEx may pause collection or take other action while a dispute is considered.

13.6The Provider must notify StepEx immediately if it cannot deliver a Course, loses accreditation, closes a location or is unable to provide a reasonable teach-out or replacement arrangement.

14.1StepEx controls the administration, collection, forbearance, complaint handling and enforcement of each Borrower Agreement. It may use Group Companies, collection agencies, solicitors or other suppliers.

14.2StepEx is not required to follow a Provider instruction to collect, enforce, vary or waive a Borrower obligation. It may agree payment arrangements, give time to pay, pause action, compromise a debt or decide not to enforce where it considers this appropriate.

14.3The Provider may communicate with a Borrower about admissions, the Course, attendance, education services and the Provider’s own records. It must not:

• request, demand, collect or accept payment under a Borrower Agreement;
• discuss arrears, default, enforcement or repayment arrangements on StepEx’s behalf;
• threaten academic, enrolment or other consequences to obtain a StepEx repayment;
• represent that it acts for StepEx in servicing the finance; or
• give a Borrower a payment instruction that conflicts with StepEx’s instructions.

14.4If the Provider receives money intended for StepEx, it must notify StepEx immediately, keep the money separate and transfer it as StepEx directs. This does not authorise the Provider to collect future payments.

14.5StepEx does not guarantee that a Borrower will pay, that a debt will be recoverable or that enforcement will produce a particular result.

15.1Each party must promptly send the other any complaint or expression of dissatisfaction that may concern the other party, even where responsibility is unclear.

15.2The Provider handles complaints about admissions, Course delivery and its own services. StepEx handles complaints about the finance application, Borrower Agreement, servicing, collections and StepEx communications.

15.3For a mixed complaint, the parties must cooperate and avoid conflicting responses. StepEx controls any response or redress relating to its regulated finance activities. The Provider remains responsible for any Course remedy or refund it owes.

15.4The Provider must preserve relevant records and provide information promptly so StepEx can meet legal, FCA and Financial Ombudsman Service deadlines.

15.5If the Provider becomes aware of evidence of vulnerability that may be material to the provision, administration or repayment of StepEx finance, it must promptly notify StepEx and securely provide the relevant information.

15.6The Provider must not promise or predict how StepEx will respond to vulnerability or financial difficulty information.

16.1Each party acts as an independent controller for personal data it processes for its own purposes, unless a Product Schedule or separate data agreement states another role for a specific activity.

16.2Each party must comply with applicable data protection law and must have a lawful basis, suitable privacy information and appropriate security for its processing and disclosures.

16.3The parties may share only the personal data reasonably needed for the purposes described in Schedule 2. They must keep it accurate, limit access, and not use it for unrelated marketing or profiling.

16.4Detailed affordability, bank-transaction, credit, arrears, vulnerability or enforcement information must not be shared with the Provider unless it is necessary and lawful for a specific operational purpose.

16.5A party that receives a data-subject request, regulator enquiry or complaint relating to shared data must notify the other promptly where the other party’s help is reasonably required.

16.6Each party must notify the other without undue delay, and where possible within 24 hours, after becoming aware of a personal data breach or security incident that may affect the other party, a Borrower or the Services.

16.7Neither party may transfer shared personal data outside the United Kingdom unless the transfer complies with applicable data protection law.

16.8Each party must retain data only for as long as required for its lawful purposes, regulatory duties, disputes and record-keeping obligations. Termination does not require deletion where continued retention is lawful and necessary.

16.9If a party processes personal data solely on the other party’s instructions, the parties must put an appropriate processor agreement in place before that processing begins.

17.1The Provider must restrict access to the StepEx Platform to people who have been approved by the Provider, verified as required by StepEx, and need access for their work.

17.2Each user must use their own credentials. Credentials must not be shared or used by another person.

17.3The Provider must keep access permissions under review, remove access promptly when it is no longer needed, and notify StepEx of suspected unauthorised access, credential compromise or misuse.

17.4The Provider is responsible for the acts and omissions of people to whom it grants access.

17.5StepEx may refuse, restrict or remove access for security, regulatory, operational or customer-protection reasons.

17.6The Provider must not interfere with, test without permission, scrape, copy, reverse engineer or attempt to bypass the security of the StepEx Platform.

17.7StepEx will use reasonable care to provide the StepEx Platform but does not guarantee uninterrupted or error-free availability. StepEx may maintain, update or replace it and will give reasonable notice of material planned disruption where practicable.

18.1Each party keeps ownership of its existing intellectual property, branding, data, methods and materials.

18.2StepEx grants the Provider a limited, non-exclusive, non-transferable licence during the Agreement to use approved StepEx materials only for the agreed Services and in accordance with clause 7.

18.3The Provider grants StepEx a limited, non-exclusive, royalty-free licence to use and adapt Provider materials as reasonably needed to set up, operate and promote the agreed Courses and Services.

18.4Each party warrants that it has the rights needed to grant the licences in this clause.

18.5Neither party may use the other’s name or logo in a press release, case study or general publicity without prior written approval. Approved consumer material is governed by clause 7.

18.6On termination, each party must stop new use of the other’s branding and remove it from public material within a reasonable period, except where continued reference is needed to service existing Borrower Agreements or comply with law.

19.1Each party must comply with the laws, regulatory requirements and binding codes that apply to its activities under the Agreement.

19.2The Provider must follow StepEx operating, security, marketing, complaint and customer-protection instructions relating to the Services. These instructions do not determine the Provider’s wider regulatory duties.

19.3The Provider must ensure that relevant staff and contractors are trained and competent for their role and complete reasonable StepEx training before using the Services.

19.4The Provider must keep complete records of relevant Course information, customer journeys, approved marketing, applications, enrolment status, withdrawals, refunds, complaints and communications for at least six years, or longer where law requires.

19.5StepEx may audit relevant Provider activities, records, systems and staff on reasonable notice. StepEx may act without notice where it reasonably suspects a material breach, customer harm, fraud, an unapproved promotion, a security incident or regulatory risk.

19.6The Provider must give StepEx, its auditors and regulators reasonable access and assistance. An audit must be limited to matters relevant to the Agreement unless a regulator lawfully requires more.

19.7The Provider must promptly complete reasonable remedial actions required by StepEx. StepEx may suspend Services while a serious issue is investigated or corrected.

19.8Each party must make the notifications listed in Schedule 3.

20.1StepEx may update these Terms by publishing the updated version and notifying the Provider of the effective date.

20.2StepEx will normally give at least 30 days’ notice of a material change. It may give shorter notice where reasonably needed to comply with law or an FCA requirement, prevent customer harm, protect security, address fraud or financial crime, or preserve the lawful operation of the Services.

20.3Unless the Provider has a Fixed-Term Commitment, the updated Terms bind the Provider from the stated effective date. The Provider agrees to this update process when it first accepts the Agreement. StepEx may require the Provider to confirm acceptance through the StepEx Platform.

20.4During a Fixed-Term Commitment, the identified version of the Terms continues until the committed term ends, except that StepEx may apply a change reasonably required to:

• comply with law, regulation or an FCA requirement;
• prevent or address customer harm;
• preserve the enforceability or lawful operation of the Services;
• address fraud, financial crime, data protection or security risk; or
• reflect a mandatory change affecting a StepEx product or Borrower Agreement.

20.5When a Fixed-Term Commitment ends, the latest version of these Terms applies unless a new Fixed-Term Commitment identifies another version.

20.6An updated version may apply to new applications and to the future servicing, collection and reconciliation of existing Borrower Agreements, including the Servicing Fee applying to future Collections.

20.7An update does not retrospectively change the treatment of money already received or a right that accrued before the effective date, unless required by law or needed to correct an error.

20.8A Provider that does not wish to continue under an update may stop submitting new applications and may terminate future originations under clause 26. Its obligations relating to existing Borrower Agreements continue.

21.1StepEx may immediately suspend any or all Services, applications, Courses, marketing, Provider Payments or Platform access where StepEx reasonably considers this necessary because of:

• an actual or suspected breach of the Agreement or law;
• regulatory risk or actual or potential customer harm;
• inaccurate information, fraud, financial crime or misuse;
• a security or data-protection incident;
• an overdue amount owed by the Provider;
• Course cancellation, loss of accreditation, insolvency risk or inability to deliver;
• a regulator request or change affecting StepEx’s permissions; or
• a need to investigate or reconcile payments, refunds or complaints.

21.2StepEx may keep the suspension in place until the issue is resolved to its reasonable satisfaction. Suspension does not end the Agreement or remove any obligation relating to existing Borrower Agreements.

21.3StepEx will release any Provider Payment held under this clause when the reason for the hold has been resolved, subject to any lawful deduction or set-off.

Provider warranties

22.1The Provider warrants throughout the Agreement that:

• it has authority to enter and perform the Agreement;
• information supplied to StepEx is accurate, complete and not misleading;
• it has the licences, approvals, accreditation, staff and resources needed to deliver each Course;
• its Course, admissions, pricing, refund and outcome claims comply with law and its contracts with students;
• it has the rights and lawful basis needed to share Provider materials and personal data;
• it will not collect StepEx repayments or make unauthorised representations on StepEx’s behalf; and
• it is not aware of an insolvency, closure or regulatory event that would materially affect the Services unless disclosed to StepEx.

StepEx warranties

22.2StepEx warrants throughout the Agreement that it has authority to enter the Agreement, will maintain the permissions it needs to perform its regulated activities, and will provide the Services with reasonable skill and care.

22.3Except as expressly stated, StepEx gives no warranty that an applicant will be approved, a Borrower will pay, a particular amount will be collected, or the Platform will be uninterrupted.

23.1The Provider must reimburse StepEx and its Group Companies for losses, claims, redress, investigation costs and reasonable professional fees, to the extent lawfully recoverable, arising from:

• the Provider carrying on an unauthorised regulated activity or using an unapproved or altered financial promotion;
• a misleading Course, admissions, price, refund, outcome or accreditation statement by the Provider;
• Course non-delivery, cancellation, service failure or a refund owed by the Provider;
• the Provider collecting or seeking payment under a Borrower Agreement;
• a breach by the Provider of data protection, confidentiality or intellectual property obligations; or
• the Provider’s fraud, wilful misconduct or material breach of the Agreement.

23.2StepEx must reimburse the Provider for losses and reasonable professional fees arising from a third-party claim that unmodified StepEx material approved for the agreed use infringes that third party’s intellectual property rights.

23.3An indemnified party must notify the other promptly, give reasonable information and assistance, and allow the indemnifying party to control the defence and settlement. No settlement may admit fault by or impose a non-financial obligation on the indemnified party without its consent, which must not be unreasonably withheld.

23.4An indemnity does not make either party responsible for the other party’s independent regulatory obligations or protect a party from a fine or penalty that cannot lawfully be indemnified.

24.1Nothing in the Agreement limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, wilful misconduct, or any liability that cannot lawfully be limited.

24.2Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, opportunity, anticipated saving, goodwill or reputation, except where that loss forms part of a third-party claim covered by an indemnity.

24.3Subject to clauses 24.1 and 24.4, each party’s total liability arising in any 12-month period is limited to £100,000, unless the Commercial Terms state another amount.

24.4The cap in clause 24.3 does not apply to:

• amounts due as Provider Payments, fees, refunds, settlements or other payment obligations;
• a breach of confidentiality, data protection or intellectual property rights;
• the Provider’s liability under clause 23.1; or
• a liability that clause 24.1 says cannot be limited.

24.5StepEx is not liable for Borrower default, the timing or amount of Collections, a Provider Course dispute, or action taken by a regulator because of the Provider’s conduct, except to the extent directly caused by StepEx’s breach of the Agreement or law.

24.6Each party must take reasonable steps to reduce any loss it suffers.

25.1Each party must keep the other party’s confidential business, technical, financial, customer and contractual information confidential and use it only for the Agreement.

25.2A party may disclose confidential information to staff, professional advisers, funders, insurers, auditors, Group Companies, suppliers and regulators who need it and are subject to suitable confidentiality duties.

25.3This clause does not apply to information that is public without breach, was lawfully known already, is received lawfully from another source, or is independently developed.

25.4A disclosure required by law or a regulator is permitted. Where lawful, the disclosing party should give advance notice and disclose only what is required.

25.5These obligations continue for five years after termination. Obligations protecting trade secrets and personal data continue for as long as the information remains protected by law or confidential in nature.

26.1The Agreement starts when the Provider first becomes bound under clause 1.1, or on another date stated in the Commercial Terms. If there is no fixed term, it continues until terminated under this clause.

26.2Outside a Fixed-Term Commitment, either party may terminate new originations on 90 days’ written notice.

26.3During a Fixed-Term Commitment, neither party may terminate for convenience before the end of the committed term unless the Commercial Terms allow it.

26.4Either party may terminate immediately if the other:

• commits a material breach that cannot be remedied;
• fails to remedy a remediable material breach within 20 Business Days after written notice; or
• becomes insolvent, stops trading or enters an analogous process.

26.5StepEx may terminate immediately if the Provider fails to pay an overdue amount after written demand, creates material regulatory or customer risk, misuses the Platform, loses required accreditation or permission, cannot deliver a Course, or causes serious harm to StepEx’s reputation or regulatory standing.

26.6The Provider may terminate immediately if StepEx loses a permission that materially prevents it from servicing the relevant Borrower Agreements and does not put a lawful alternative in place within a reasonable period.

26.7Termination of new originations does not terminate any Borrower Agreement or the provisions needed to service existing Borrower Agreements.

27.1From termination of new originations, the Provider must stop presenting new StepEx offers, remove application routes and marketing as StepEx directs, and stop creating new applications.

27.2StepEx may continue to service, collect, enforce, vary and administer every existing Borrower Agreement until it ends or is transferred lawfully.

27.3The Provider must continue to:

• provide Course status, attendance, withdrawal, refund and complaint information;
• cooperate with servicing, complaints, regulatory enquiries and audits;
• protect personal data and confidential information;
• make or receive payments and reconciliations due under the Agreement; and
• avoid contacting Borrowers about repayment or enforcement.

27.4Provider Payments from existing Borrower Agreements continue under the Product Schedule and the version of these Terms that applies from time to time under clause 20. Termination does not fix the Servicing Fee for future Collections.

27.5Each party must return or securely delete the other’s materials on request, except where retention is needed for existing Borrower Agreements, legal duties, evidence or backup systems.

27.6Termination does not affect accrued rights. Clauses intended to continue, including clauses 6, 7, 9 to 16, 18, 19, 20, 23 to 25 and 27 to 33, survive for as long as needed.

28.1Fees and commercial payment terms are set out in the Commercial Terms. Fees payable to StepEx are payable to StepEx Lender Limited unless the relevant document expressly says otherwise.

28.2Amounts are exclusive of VAT or similar tax where chargeable. If tax becomes chargeable, the paying party must pay it against a valid tax invoice.

28.3A party must pay an undisputed invoice by its due date without set-off or withholding except where law requires. StepEx may exercise the deductions and set-off rights expressly given by the Agreement.

28.4If the Provider disputes an invoice, it must explain the dispute promptly and pay the undisputed amount. The parties must work in good faith to resolve the balance.

28.5Late undisputed amounts bear interest at 4% a year above the Bank of England base rate, calculated daily, unless the Product Schedule states another lawful rate.

29.1The Provider may not assign, transfer, charge, subcontract or otherwise deal with its rights or obligations without StepEx’s prior written consent.

29.2StepEx may assign or transfer the Agreement or its rights to a Group Company, funder, purchaser, successor lender or replacement servicer, provided this does not materially reduce the Provider’s contractual payment rights.

29.3StepEx may subcontract Services but remains responsible for its contractual obligations.

29.4The Provider must notify StepEx promptly of a proposed change of control or material outsourcing that may affect the Services. StepEx may require reasonable due diligence or safeguards.

30.1A party is not liable for delay or failure caused by an event outside its reasonable control, provided it notifies the other promptly and takes reasonable steps to reduce the effect.

30.2Force majeure does not excuse payment obligations, refunds already due, data-protection and confidentiality duties, or cooperation needed to protect Borrowers and service existing Borrower Agreements where those duties can reasonably continue.

30.3If the event materially prevents new originations for more than 60 days, either party may terminate new originations on written notice. Existing Borrower Agreements continue under clause 27.

31.1A formal notice under the Agreement must be in writing and sent by email and, for termination or legal proceedings, also by recorded delivery to the relevant registered office or address stated in the Services Agreement, Commercial Terms or StepEx Platform.

31.2Notices to StepEx must be sent to compliance@stepex.co and to its registered office. Notices to the Provider must be sent to the legal or contract contact notified by the Provider through the Services Agreement, Commercial Terms or StepEx Platform.

31.3An email is received when sent if no delivery failure is received, but an email sent outside Business Hours is treated as received at 9:00 am on the next Business Day. Recorded delivery is received on recorded delivery.

31.4Operational notices, approvals and instructions may be sent through the StepEx Platform or to the Provider’s usual service contact.

31.5This clause does not govern service of court proceedings or other documents where mandatory procedural rules apply.

32.1The Agreement is the entire agreement about its subject matter and replaces earlier discussions and arrangements. Neither party relies on a statement not set out in the Agreement, but this does not exclude fraud.

32.2Except for updates made under clause 20, a change is effective only if agreed in writing by authorised representatives of both parties.

32.3A delay or failure to exercise a right is not a waiver. A waiver applies only to the specific case stated in writing.

32.4If a provision is invalid or unenforceable, it is adjusted or removed only to the minimum extent needed. The rest of the Agreement continues.

32.5The parties will replace an invalid provision with a lawful provision that comes as close as reasonably possible to its intended effect.

32.6No person other than the parties has a right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999, except that a StepEx Group Company may enforce a protection expressly stated to benefit it.

32.7The Agreement may be accepted or signed electronically, including through the StepEx Platform, and may be signed in counterparts.

32.8The rights and remedies in the Agreement are cumulative and do not exclude rights or remedies provided by law.

33.1The Agreement and any non-contractual dispute arising from it are governed by the law of England and Wales.

33.2The courts of England and Wales have exclusive jurisdiction.