AGREEMENT FOR AN
FCA “EXEMPT” INTRODUCER (EI)
Between
(1)
Wren Sterling Financial Planning Limited (Registered in England No. 09157918) whose
principal office is at 5th Floor, Cutlers Exchange, 123 Houndsditch, London, EC3A 7BU
(”the Company”)
And
(2)
[Company Name] (Company number) whose registered address is (insert Address) (“the
EI”)
Date of the Agreement: 00/00/0000 (”the Commencement Date”)
CONTENTS
Scope of Appointment:
2
Interpretations and Definitions
2
Main Introducer duties:
3
Introducer’s regulatory status:
5
General Introducer obligations:
5
Company’s duties:
6
Indemnity:
7
Remuneration:
7
Termination:
7
Effect of termination:
9
Access to records, personnel, premises and information:
9
Relationship:
10
Prohibition of assignment:
10
Rights of third parties:
10
Severability:
10
Company property:
10
Data Protection:
10
Waiver:
11
Governing law:
11
Notices:
11
Confidentiality:
11
Client Data:
11
Limitation of Liability:
12
Entire Agreement:
12
Schedule A
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Scope of Appointment:
1) The primary activity of the Introducer is [Insert relevant details] and the Introducer has
agreed to effect Introductions to the Company and the Company’s group in respect of (insert
details).
2) The parties wish to regulate the above arrangement together with the payment of
remuneration the Company pays to the Introducer for services provided by the Company in
relation to Introductions received as a direct result of the activities performed by the
Introducer under this Agreement.
3) The Introducer is exempt from authorisation by the Financial Conduct Authority in the
conduct of insurance intermediation by reason of the Introducer’s business or professional
status and an exemption obtained.
Interpretations and Definitions
“Customer”:
means any person, body corporate or any other incorporated or
unincorporated organisation to whom the Introducer Introduces the
Company, or promotes to the Company in relation to potential or actual
Financial Service needs.
“Introducing”/
means the transfer, exchange or sharing of Customer and/or Company
“Introductions”:
contact details by the Introducer between Customers and the Company, or
vice versa, as more fully described in clause 5).
“FCA”:
means the Financial Conduct Authority.
“Product or
means the products or products specified in the schedule or a contract of
Products:”
investment (including pension contracts), non investment insurance or
mortgage or other home loan.
“Premium”:
means the total amount payable by a Customer to an insurance company or
investment manager for a Product, whether regular premiums, single
premiums or transfer payments where relevant.
For non investment
insurance contracts the premium will be as set out in an insurer quotation
and before any deductions and exclusive of Insurance Premium Tax in general
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insurance (and) ignoring any Company fees or charges.
“the Act”
means the Financial Services and Markets Act 2000 (as amended from time
to time).
“Promotional
Means advertisements, forms, documents, stationary, business cards,
Documentation”
literature, printed materials or other materials (whether printed or
otherwise)
It is hereby agreed as follows:Main Introducer duties:
1) The Introducer shall effect Introductions to the Company and promote the Company in
relation to the products/services as detailed in the Schedule A.
2) The Introducer shall be responsible for requesting supplies of the Company’s
introductory/promotional materials and shall ensure that it has sufficient amounts of such
documentation in stock at all times.
3) The Introducer shall not use any promotional/introductory material in relation to the
Introductions other than those supplied by the Company and in relation only to the
product(s)/service(s) detailed in clause 1).
4) The Introducer acknowledges that the activities it performs shall be limited to effecting
Introductions to the Company in respect of the products/services cited in clause 1) and as
set out in this Agreement.
5) The Introducing activities of the Introducer shall be strictly limited to:a) effecting Introductions between Customers and the Company, or vice-versa;
b) displaying or handing out leaflets and/or other promotional literature to Customers (such
leaflets and/or literature as provided by the Company);
c) recommending the Company to Customers for any actual or potential need or enquiry;
d) passing Customer contact details to the Company (via any medium), and vice-versa;
e) discussing a potential Customers’ needs in general/outline terms only (For example,
discussing the benefits (or risks) in having (or not having) an investment) Provided always
clause 6)(b)(i) is complied with at all times;
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f) communicating to the Company the basic investment details extracted by the Introducer in
clause 5)(e).
6) For the avoidance of doubt the Introducer shall NOT:(a) in relation to marketing and effecting Introductions, carry out any tele-marketing, mailshots or other mass marketing for the purposes of Introducing the Company without the
company’s prior agreement;
(b) in relation to pre-purchase Introductions or discussions with Customers:(i)
advise or recommend to a Customer to take out, or not take out, a Policy or any
other FCA-regulated contract(s) or take any action which might reasonably lead a
Customer to believe it has received advice (or a recommendation) or that the
Introducer is permitted to give such advice or recommendation;
(ii)
deal, arrange or discuss with Customers any Policy, or in any aspect thereof, and;
(iii)
engage in any other dialogue with a Customer except in strict and direct
relevance to the Introducer permitted activities in clause 5);
(c) in relation to assisting Customers with completing/sending in forms:(i)
help a Customer complete an application/proposal form or claim form;
(ii)
complete an application/proposal form or claim form (wholly or partly) on the
Customer’s behalf;
(iii)
forward application/proposal forms and/or claim form(s) to the Company (or to
a provider or lender directly);
(d) in relation to negotiating and concluding Policies:(i)
negotiate any terms of Policies on behalf of Customers;
(ii)
agree to buy a Policy on a Customer’s behalf;
(iii)
conclude sales on behalf of a Customer;
(e) in relation to other post-sale activities, including claims:(i)
collect premiums/payment from Customers and/or pass premiums/payment on
to the Company together with Insurance Premium Tax in respect thereof.
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Introducer’s regulatory status:
7) In signing this Agreement the Introducer warrants that it is an exempt professional firm
within the meaning set out by the FCA and that accordingly is exempt under Part XX of the
Act.
8) The Introducer shall maintain in full force throughout the term of this Agreement and for
such period thereafter as may be necessary or desirable professional indemnity insurance
cover at such level and on such terms as are prudent in the context of the business
conducted by the Introducer and in any event not less than the level of professional
indemnity insurance cover required by any regulatory authority or professional body of the
Introducer. The Introducer shall (if requested by the Company) deliver such evidence of such
professional indemnity insurance cover as the Company may from time to time request.
9) The Introducer shall notify the Company without delay (providing full details of all relevant
information and documentation) in the event that:
a) the Introducer is no longer entitled to exempt status under FCA regulations or, for
whatever reason, the Introducer decides to apply for direct FCA authorisation;
b) the Introducer is or is likely to become the subject of an audit or other investigation by the
FCA or its own regulatory authority;
c) any regulatory approval or authority of the Introducer is removed, suspended, withdrawn,
qualified, impaired or modified;
d) any claim or potential claim is notified under the professional indemnity insurance to be
maintained by the Introducer pursuant to clause 8; or
e) any other circumstances arise which may result in the ability of the Introducer to Introduce
a customer to the Company being impaired or restricted in any way.
10) The Introducer shall keep the Company fully informed of all developments and/or decisions
in respect of the above clause 9) and shall provide such copy documents (including audit
reports) as the Company may require in respect of same.
General Introducer obligations:
11) The Introducer shall not produce or amend any Company introductory/promotional material
without the express written permission of the Company (such permission to be at the sole
discretion of the Company).
12) The Introducer warrants that it has and will continue to have at all times during the duration
of this Agreement the financial and non-financial resources, skills, knowledge, systems and
controls to comply with the Act and to diligently carry out its obligations under this
Agreement with all reasonable care and skill.
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13) The Introducer undertakes to ensure that it, its employees, agents and/or representatives
act in accordance with the obligations set out in this Agreement and any applicable
provisions of the Act and shall inform the Company immediately on becoming aware of any
breach of this Agreement or any applicable provision of the Act.
14) The Introducer undertakes that its employees, agents, permitted sub-contractors and/or
representatives are made aware of the limits of their permitted activities as set out in this
Agreement and are consistent with the exemptions granted to the Introducer by the FCA
and/or by the Act.
15) In addition to its other obligations hereunder the Introducer undertakes to notify the
Company of any material change or event in its business including but not limited to change
of company name, change of control, material legal action against or by it, revocation of any
licence, additions or removal of any employees, agents, sub-contractors and/or
representatives carrying out clause 5) activities, and/or any changes to the information given
in the Application Form.
Company’s duties:
16) Save for those activities which constitute Introducing activities of the Introducer, the
Company will be responsible for all aspects of pre and post Policy fulfilment including:a) placement of Customers business Introduced by the Introducer;
b) servicing of the Policies so Introduced including (without prejudice to the foregoing)
production and distribution of all Policy and/or Product documentation including Policy
schedules, plans and Policy contract wordings;
c) all other things not otherwise performed by the Introducer pursuant to clause 5) (unless
conducted by the relevant insurer).
17) Subject to clause 2) the Company shall keep the Introducer supplied with sufficient stocks of
introductory/promotional material that the Company in its sole discretion deems is
required.
18) The Company shall provide the Introducer with a statement (in such format as the Company
may decide) showing remuneration due in accordance with clause 21) such statement to be
provided to the Introducer at the same time as any payment is made under clause 22).
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19) The Company shall procure that all promotional material issued by it under clause 17) shall
be compliant with the FCA’s requirements.
Indemnity:
20) The Introducer hereby agrees to keep the Company fully and effectively indemnified against
all costs, claims, actions or demands incurred or made against the Company by any third
party due to any act or omission of or breach of the terms hereof by the Introducer save that
the Introducer shall not be liable to the Company under this indemnity to the extent that
any such costs, claims, actions or demands arise from the negligence or wilful default of the
Company or the failure by the Company to comply with its obligations under this
Agreement.
Remuneration:
21) The Company agrees to pay the Introducer remuneration for products sold to Customers by
the Company as a direct result of an Introduction by the Introducer at the remuneration
rates set out in Schedule A of this Agreement (as amended from time to time in accordance
with clause 22).
22) Any remuneration payable by the Company to the Introducer pursuant to this clause 21 shall
be paid 25 days following the last day of the month in which the Company receives full
payment from the customer or Provider. The Company shall be entitled to alter or replace
the rates in Schedule A and/or the time for payment of remuneration from time to time by
giving not less than 30 days notice in writing to the Introducer.
Termination:
23) This Agreement shall be for an initial term of one year from the Commencement Date unless
terminated earlier pursuant to clauses 24) or 25)5. If neither party has given the requisite
notice to the other to terminate this Agreement upon expiry of one year then the
Agreement shall automatically renew for another year unless terminated in accordance with
clause 24) or 25)5 below.
24) Subject always to clause 25)5 below this Agreement may be terminated at any time by either
party giving not less than 30 days’ notice to the other in writing as set out in clause 38 and
39 but without prejudice to the completion of the transactions already initiated.
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25) The Company shall have the right to terminate this Agreement immediately in the event of
any of the following:a) the Introducer has become insolvent or an order has been made or a resolution passed for
its liquidation, administration, winding-up, bankruptcy or dissolution (otherwise than for
the purposes of a solvent amalgamation or reconstruction), or;
b) where the Introducer is a partnership any of the partners becomes insolvent or a
resolution is passed for his bankruptcy, or;
c) an administrative or other receiver, manager, trustee, liquidator, administrator or similar
officer is appointed over all or any substantial part of the assets of the Introducer, or;
d) where the Introducer is a partnership any of the partners enters into or proposes any
composition or arrangement with its or his creditors generally, or;
e) anything analogous to the matters set out in (a) to (d) occurs in any jurisdiction, or;
f) where the Introducer is a registered company and its effective control changes, or;
g) the Introducer or any partner or director or principal of the Introducer is convicted of any
criminal offence (other than a driving offence) or the Company has reason to suspect that
any such person has committed any act of fraud or dishonesty or that its conduct of the
business transacted hereunder is such as to prejudice the interests of any Customer or the
Company, or;
h) the Introducer commits a material breach of this Agreement unless the breach is capable
of remedy and has not been remedied within ten (10) days of written notice to the
Introducer specifying the material breach and requiring it to remedy the same ;or
i) the FCA fines the Company or publicly censures or removes its permission(s) (or any of
them), regardless of whether any of the aforementioned FCA action was attributed to the
Introducer’s activities under this Agreement;
j) the Company determines that it is unable to supervise properly the Introducer’s duties,
actions and/or obligations under this Agreement;
k) the Introducer is without the resources, skill, knowledge systems or controls necessary to
carry out its obligations under this Agreement;
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l) the Introducer is not fit and/or suitable (pursuant with the guidance of the Introducer’s
regulatory body) to carry out its obligations under this Agreement;
m) the Introducer is not ready and organised, or fails to be ready or organised, to carry out its
obligations under this Agreement;
n) upon any change in status of the Introducer (whether regulatory or otherwise).
Effect of termination:
26) The parties agree that in the event of expiry or termination the Company shall be entitled to
invite renewals to Customers Introduced and the Introducer shall (except where termination
is by the Company in accordance with clause 25) in which case no further remuneration shall
be payable to the Introducer) be entitled to remuneration on any Policies which were
arranged by the Company as a direct consequence of an Introduction by the Introducer and
which renew before the second anniversary following the original Introduction of the
relevant Customer, and on the terms set out in clause 21).
27) Following the second anniversary of expiry or termination of this Agreement the Company
shall be entitled to continue to deal with Customers Introduced by the Introducer and all
entitlement of the Introducer to remuneration under this Agreement shall cease.
28) All documents, advertising and promotional material and correspondence provided by the
Company and kept by the Introducer shall be returned immediately to the Company upon
the expiry or termination of this Agreement for any reason.
Access to records, personnel, premises and information:
29) The Introducer acknowledges that the Company has the following obligations to help ensure
it and the FCA discharges its responsibilities under the Act, and the Introducer undertakes to
comply with all such requirements, namely:(a) to make itself readily available for meetings with representatives or appointees of the
FCA (or the Company) as reasonably requested;
(b) answer truthfully, fully and promptly all questions which are reasonably put to it by
representatives or appointees of the FCA (or the Company);
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Relationship:
30) Nothing in this Agreement shall be deemed to constitute a partnership, association, joint
venture or other co-operative enterprise between the parties nor to constitute either party
the agent of the other for any purpose unless specifically defined in another section.
The parties acknowledge that this Agreement is made on the basis that the Company is a
firm authorised by the FCA and the Introducer is exempt from requiring such authorisation
from the FCA for the activities and duties set out and/or otherwise contemplated under this
Agreement.
Prohibition of assignment:
31) The Introducer shall not assign, transfer or delegate any of its rights or obligations under this
Agreement, or the benefit thereof, without the prior written consent of the Company. The
Company may freely assign, transfer and/or delegate the whole or any part of its rights and
benefits under this Agreement.
Rights of third parties:
32) A person who is not a party to this agreement has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any
right or remedy of a third party which exists or is available apart from that Act.
Severability:
33) The provisions contained in each clause and subclause of this Agreement shall be
enforceable independently of each of the others and its validity shall not be affected if any
of the others is invalid. If any of these provisions is void but would be valid if some part of
the provision were deleted, the provision in question shall apply with such modification as
may be necessary to make it valid.
Company property:
34) All documents, literature equipment and materials supplied to the Introducer remain the
property of the Company.
Data Protection:
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35) Each party agrees to comply with any respective obligation under the Data Protection Act
1998 (and/or to any subsequent amendment or re-enactment) as may arise under this
Agreement.
Waiver:
36) The failure of either party to insist upon strict performance of any provision of this
Agreement, or the failure of either party to exercise any right or remedy to which it is
entitled hereunder, shall not constitute a waiver thereof and shall not cause a diminution of
the obligations established by this Agreement.
Governing law:
37) This Agreement shall be governed by and construed in accordance with the laws of England.
The parties irrevocably agree that the courts of England shall have exclusive jurisdiction.
Notices:
38) Any notice to be given pursuant to the terms of this agreement shall be given in writing to
the party due to receive such notice at (in the case of a company) its registered office from
time to time or (in the case of an individual or partnership) at the address set out in this
Agreement or such other address as may be notified from time to time to the other party.
Notice may be sent via email, fax or by first class post. Where notices are sent by post they
will be sent to the Intermediary’s registered office and (in the absence of evidence of earlier
receipt) be deemed to have arrived 48 hours after posting. Facsimile transmissions will be
deemed to have arrived on completion of the transmission provided that the sender shall
have received printed confirmation of transmission and Email communications will be
deemed to have arrived on completion of transmission.
Confidentiality:
39) The Introducer shall keep the terms of this Agreement strictly confidential and agrees not to
disclose, communicate or otherwise make public its terms to anyone (except to the
Introducer’s professional advisers and the relevant tax authorities and otherwise as may be
required to be disclosed by law or the requirements of any regulatory authority).
Client Data:
40) The Introducer acknowledges and agrees that ownership of all data base rights, rights in
client lists, (whether existing or arising during the term of this Agreement) relating to
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Customers will remain at all times during and following the term of this Agreement the sole
property of the Company.
41) The Introducer shall not (whether on its own behalf or through any agent, intermediary
and/or introducer) during the term of this Agreement and for a period of 36 months after
the termination of this Agreement for whatever reason solicit, entice or endeavour to solicit
or entice away from the Company the business of any Customer Introduced to the Company
at any time during the 24 month period ending on the expiry or termination of this
Agreement.
Limitation of Liability:
42) The Company's liability under this Agreement shall be limited as follows:a) in respect of any liability incurred or suffered by the Introducer and arising from
professional negligence or other error or omission of the Company in the arranging,
issuing, administering or servicing of Policies for the Customer, the Company’s liability shall
be limited to £1,000,000 in respect of each claim (or series of claims where such claims
arise from the same subject matter);
b) in respect of any other claim (whether in contract, tort (including breach of statutory duty),
misrepresentation by the Company leading to the execution of this Agreement, restitution
or otherwise, arising in connection with the performance or contemplated performance of
this Agreement) the Company’s liability shall be limited to £100,000; and
c) the Company shall not be liable to the Introducer for any pure economic loss, loss of profit,
loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect
or consequential, or any claims for consequential compensation whatsoever (howsoever
caused) which arise out of or in connection with this Agreement.
Entire Agreement:
43)
This Agreement sets out the entire agreement between the parties and supersedes all
prior discussions between them or their advisors and all statements, representations,
terms and conditions, warranties, guarantees, proposals, communications, and
understandings whenever given and whether orally or in writing.
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FOR AND ON BEHALF OF THE COMPANY:Signature:
Position: Chief Executive
Name: Warren Page
Date:
FOR AND ON BEHALF OF THE INTRODUCER:Signature:
Position:
Name:
Date:
Schedule A
Products and Remuneration
Remuneration rates on the various Products & services offered by the Company are as follows:
Product/Service
ALL CHARGEABLE SERVICES
ALL CHARGEABLE SERVICES
New Business Remuneration
Rate of Remuneration for
Rate
Ongoing Services to Customer
20% OF ALL INCOME GENERATED
20% OF ALL INCOME GENERATED
WILL BE PAID TO INTRODUCER.
WILL BE PAID TO INTRODUCER.
THE INTRODUCER MAY CHOOSE
THE INTRODUCER MAY CHOOSE TO
TO REBATE THIS TO THE CLIENT.
REBATE THIS TO THE CLIENT.
5% OF ALL INCOME GENERATED
5% OF ALL INCOME GENERATED
WILL BE PAID TO 2020
WILL BE PAID TO 2020
INNOVATIONS.
INNOVATIONS.
Notes:
1) Remuneration rates are based upon Premium, excluding Insurance Premium Tax for General
Insurance products.
2) Remuneration due to the Introducer calculated according to the above rates may (at the
discretion of the Company) be subject to set off in accordance with clause 24 in respect of
any remuneration to be repaid by the Introducer which relates to any return Premiums in
respect of any cancellations or amendments to Policies made in the same period.
(End of Schedule A)
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