LEODIS FINANCIAL LTD INTRODUCER AGREEMENT FINANCE APPLICATIONS

APPOINTED REPRESENTATIVE AGREEMENT

AGREEMENT DATE:                 

1. PARTIES

(1) XX LIMITED of XX, registered number XX and our assigns (“us”, “we”, “our”); and

(2) you, the Appointed Representative, and your employees, introducers, representatives, contractors, or those otherwise appointed to act for you (“Representative”, “Your”,” You”)

REPRESENTATIVE DETAILS

2. REPRESENTATIVE STATUS

3. APPOINTED REPRESENTATIVE AUTHORISED ACTIVITIES:

4. BACKGROUND

4.1          We hereby appoint you as our Representative.

4.2          Clause 2 above confirms the status of the Representative for which you are appointed.

4.3          If you are appointed a full Appointed Representative then you are only authorized by us to carry out those activities which appear in clause 3 above and which are referred to in this Agreement as your Authorised Activities.

5. INTERPRETATION

In this Agreement and the recitals hereto the following words and expressions shall, unless the context otherwise requires, have the meanings set out below.

5.1          Clause headings shall not affect the interpretation of this Agreement.

5.2          A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)

5.3          A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

5.4          Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

5.5          References to clauses, appendices, or schedules are to clauses, appendices, or schedules of this Agreement.

5.6          Words expressed in this Agreement in the singular shall include the plural and the plural shall include the singular.

5.7          Data Controller, Data Processor, Data Subject, European Economic Area, Personal Data, Sensitive Personal Data, and Processing shall have the same meanings as in the Data Protection Legislation and Processed and Process shall be construed in accordance with the definition of Processing.

Unless referenced otherwise the clauses in this Agreement apply to both IARs and ARs as does the term Representative.

6. PROPOSALS

6.1          You may from time to time introduce Customers to us and shall do so by submitting to us a completed Proposal Form.

6.2          You agree to also provide us so far as the scope of your appointment allows any other information about the Customer and/or the Proposal which we may require to assess the Customer and the Proposal or to assist us to consider whether to issue an Acceptance.

6.3          On receipt of a Proposal Form and/or any of the additional information which we have required under clause 6.2, we shall, in our absolute discretion, consider whether to issue an Acceptance or to decline the Customer and we shall notify you of our decision as to this as soon as possible after we have made such a decision.

6.4          You will communicate our decision to the Customer.

7. APPOINTED REPRESENTATIVES

7.1          We agree to act as Principal for you in relation to the Authorised Activities.

7.2          You agree to carry on the Authorised Activities only and to not purport to carry on any other Regulated Activities on our behalf or to exceed your authority in relation to the Authorised Activities.

7.3          You shall ensure that you have and will maintain sufficient resources, financial or otherwise, for you to effectively and compliantly carry out the Authorised Activities and upon our request you shall provide evidence of the existence of such resources and such compliance to us and further shall at all times notify us of any changes or pending changes to your position in this regard.

8. YOUR OBLIGATIONS AND UNDERTAKINGS

8.1          You agree to comply with all and any applicable statutes, regulations or orders and you agree that you shall comply with the FCA Handbook including but not limited to the provisions in SUP and CONC as they apply to you as our Representative, FSMA, the CCA and any other such regulations, legislation, codes or practice or other applicable authorities including but not limited to the NACFB’s Code of Conduct and the Finance and Leasing Associations Code of Conduct.

8.2          You agree that you will not carry on any Regulated Activities in breach of the General Prohibition.

8.3          You agree that you will carry out any Regulated Activities for which we have appointed you as our Representative in a way that is, and is held out as being, distinct from any of your other business particularly where your other business is acting either as an Appointed Representative for someone else, where such business is performed in accordance with a consumer credit limited permission or where such business is held out as being primarily for the purposes of investment or obtaining credit or obtaining insurance cover and is not a Regulated Activity.

8.4          You agree that:

8.4.1       you will not act as an Appointed Representative for any other person unless you obtain our permission to do so;

8.4.2       you will not carry on any of the specified activities set out in SUP 12.5.6A for any other Principal;

8.4.3       you will not hold client money;

8.4.4       should you be carrying on any credit intermediation activity under the MCD with us as your Principal you will not act as an Appointed Representative in respect of any other MCD credit intermediation activity for any other person.

8.5          You agree that where you are carrying on any insurance distribution activities for us, you are included in the financial services register as carrying on such insurance distribution activities.

8.6          You undertake that you:

8.6.1       have the relevant and necessary authorisation from us to carry out the Regulated Activities for which you are acting as our Appointed Representative and if you are in any doubt as to this you will contact us to check your authorisation to so act before carrying on any Regulated Activities;

8.6.2       are suitable to act as our Representative;

8.6.3       are suitable to carry on the Authorised Activities if you are being appointed as our Appointed Representative;

8.6.4       will carry on Regulated Activities in compliance with the FCA Handbook, FSMA, CCA and any other legislation or regulation which applies and in accordance with this Agreement;

8.6.5       will treat the Customer fairly;

8.6.6       do and will continue to comply with the Threshold Conditions set out in the FCA Handbook;

8.6.7       do and will when applicable comply with the provisions of CONC;

8.6.8       do and will comply with SUP and other provisions of the FCA Handbook insofar as they apply to you as our Representative;

8.6.9       if required to do so by us, will provide the Customer with a copy of the draft Customer Agreement, SECCI and Adequate Explanation Document and ensure that the Agreement meets the Customer’s needs and circumstances as well as guide the Customer through such documents without advising them on the contents of them;

8.6.10    where relevant, refer the Customer to us if they have queries about the Customer Agreement, SECCI or Adequate Explanation so that we may assist them directly;

8.6.11    inform us if you suspect that the Customer may be vulnerable or suffering from any mental incapacity and provide us with full reasons to support your suspicions in this regard;

8.6.12    if required to do so by us, supply the Customer with a copy of any relevant documentation or information we require you to give to them;

8.6.13    keep information identified by us as being restricted confidential save where we direct otherwise.

8.7          If making a Proposal to us, you shall:

8.7.1       disclose to us in writing details of any fees, commissions or other financial consideration you have received or expect to receive from the Customer or any third party;

8.7.2       not, in relation to any Customer receive any fees or commissions from any person other than us where applicable without our consent;

8.7.3       notify us in writing if you are acting as agent on behalf of the Customer or otherwise have any fiduciary duties to the Customer.

8.8          You will immediately notify us should you receive any complaint from any Customer either about you, us, the Customer Agreement or otherwise and will, when necessary or where appropriate, assist us to address and/or resolve the complaint.

8.9          You must not devise, publish or procure any advertisement in any medium referring directly or indirectly to the provision of credit by us without our prior written consent.

8.10        You must comply at all times with the provisions of this Agreement.

8.11        You will act at all times in the best interests of the Customer and where such interests conflict with your obligations under this Agreement you shall give priority to the Customer’s interests but will notify us that there has been a conflict and confirm to us that you have had to put the Customer’s best interests first rather than comply strictly with the terms of this Agreement along with the reasons for this.

8.12        You will not amend any documents or information given, delivered or sent to you by us for forward transmission onto the Customer unless we consent to such amendments.

8.13        You will not amend any documents or information given, delivered or sent to you by the Customer for forward transmission onto us unless the Customer consents to such amendments.

8.14        You will at all times comply with the relevant Data Protection and Privacy requirements including your obligations set out at clause 19 below.

8.15        You will notify us immediately should you, any third party acting under your instruction breach any term of this Agreement.

8.16        You will comply with all relevant financial crime legislation and regulation including in relation to money laundering, anti-bribery and corruption.

8.17        If you are assisting us to obtain the Customer’s signature to a Customer Agreement, you must meet with the Customer and must not delegate this meeting to any third party. You must ensure that the Customer has read and understood the Customer Agreement and any accompanying information prior to their signing the Customer Agreement and if they have not done so at the time of your meeting you must give them sufficient time to read the documentation and to seek independent legal advice or to revert back to us with any queries or concerns. You must not pressure the Customer into signing the Customer Agreement at the meeting with you and must make sure that the Agreement meets with their needs and circumstances. You must ensure that any signed documents including the Customer Agreement are returned to us within three working days of your meeting with the Customer.

8.18        If a Customer who you have introduced to us and with whom we have entered into a Customer Agreement later breaches or defaults on the terms of their Customer Agreement with us, you agree that you will use your best endeavors to contact the Customer and have them comply with the terms of the Customer Agreement. All letters and payments received by you from Customers must be forwarded to us within 24 hours of your receipt of such letters or payments. You must not make any deductions or set-offs in relation to such payments for any reason whatsoever. Until you transfer such payments from the Customer to us you agree that you will be holding such payments on trust for us and that such funds will be held in a separate account to any other money you may be holding on your own or any other third party’s behalf.

9. REPRESENTATIONS AND WARRANTIES

9.1          You hereby represent and warrant to us that:

9.1.1       you have complied with the terms of this Agreement including, but not limited to, your obligations set out in clause 9 above;

9.1.2       you have the appropriate systems, controls, resources and governance in place to operate successfully and compliantly as our Representative;

9.1.3       you are solvent;

9.1.4       you are suitable to act as our Representative;

9.1.5       you have no close links which would be likely to prevent our effective supervision of you;

9.1.6       you will provide us with any information or documentation we may require from time to time to evidence that your compliance with the terms of this Agreement;

9.1.7       you, and any persons who provide services to you, comply with all of the relevant requirements that apply to your activities as our Representative;

9.1.8       you have taken all action necessary to authorise your entry into this Agreement with us;

9.1.9       you will not apply for authorisation from the FCA without prior agreement from us;

9.1.10    you will provide all necessary information to us to enable us to comply with all legislation and regulations, so far as they relate to any obligations under this Agreement or to our regulation and/or to the FCA rules;

9.1.11    you will ensure that all of your staff meet appropriate training and competence requirements;

9.1.12    you will keep separate records and full and accurate accounts of all business transacted under this Agreement;

9.1.13    you will not represent any other Principal until such Principal has signed a multiple principal agreement with us;

9.1.14    you are not, never have been and do not expect at the time this Agreement is entered into to be the subject to any criminal proceedings, orders or judgments;

9.1.15    you are not and do not expect at the time this Agreement is entered into to be the subject of any civil proceedings, orders or judgments;

9.1.16    you are not and do not expect at the time this Agreement is entered into to be the subject of any insolvency or administration proceedings, arrangements or agreements;

9.1.17    you have no knowledge and/or could not be deemed to have any knowledge that any Customer you are introducing to us is fraudulent and/or has lied about any information or documentation which we rely upon to enter into a Customer Agreement and you have disclosed all necessary and relevant information you have about the Customer to us;

9.1.18     you have made no misrepresentations or fraudulent statements to induce us to appoint you as our Representative;

9.1.19    you have not failed to disclose or notify us of any circumstances which may cause us to reconsider your appointment a Representative;

9.1.20    you will notify us if you are seeking appointment as the Representative of another person including identifying to us who that person is and the business for which that person will accept responsibility and then will notify us of any change in this business;

9.1.21    you will notify us if your appointment as a Representative for another person is suspended or terminated and confirm to us the reasons why it has been so suspended or terminated.

9.2          Your representations, warranties and all the other obligations of yours under this Agreement will continue in full force and effect notwithstanding the termination of this Agreement in relation to any Customer who has already been introduced by you to us regardless of whether or not that Customer had entered into any Customer Agreement with us at the time of the termination of this Agreement

10. OUR OBLIGATIONS

11.1.     We agree to provide you with support so far as we are able to assist you to successfully carry out the Authorised Activities for which you have been appointed or to successfully carry out your duties as our Introducer Appointed Representative.

11.2.     We agree that as your Principal we will inform you should our authorisation for the activities which we have asked you to carry out on our behalf lapse or be amended in any way such that it would impact your ability to legally carry on the activities for which you have been appointed as our Appointed Representative or Introducer Appointed Representative.

11.3.     We agree to pay to you Commission in accordance with the terms of the Commission Letter.

11.4.     Should we agree in writing with you any other terms in relation to payment to you of any profits or fees in addition to, or as an alternative to, the payment by us to you of commission, we agree that such terms will be automatically incorporated into this Agreement and enforceable hereunder whether as an amended Commission Letter or as a separate document setting out our agreement in this regard.

11. INDEMNITY

11.1        You agree to hold us harmless, indemnify and keep us indemnified against all claims, demands, proceedings, costs, losses or expenses made or brought against or incurred or suffered by us arising out of or resulting directly or indirectly from any breach by you of your obligations under this Agreement and/or any termination of this Agreement.

11.2        The provisions of clause 11.1 above shall remain in full force and effect notwithstanding the termination of this Agreement for any reason whatsoever.

12. SUSPENSION OR TERMINATION BY US

12.1        We shall suspend or terminate this Agreement in our absolute discretion and without notice if any of the following events occur:

12.1.1    you are in breach of any of the terms of this Agreement;

12.1.2    you have provided us with any information or documentation which is false, fraudulent, a misrepresentation or otherwise compromises, in our reasonable opinion, the trust and confidence we have in you;

12.1.3    you cease to trade, are subject to any administration or insolvency proceedings or arrangements or potential insolvency or administration proceedings or arrangements;

12.1.4    there shall be a change in your ownership or control which we consider to be material;

12.1.5    we receive a complaint from any Customer about you which we consider to be valid or material or warrants our further investigation or further action;

12.1.6    we become aware that you have breached any relevant legislation, regulation or code of conduct including but not limited to, Data Protection requirements, the FCA Handbook and/or the CCA;

12.1.7    you are under investigation by the FCA and/or any other regulatory, trade or legal body;

12.1.8    you fail to satisfy us that any third party to which you have outsourced activities is acting appropriately;

12.1.9    you fail any audit of ours and/or any audit of any legal or regulatory authority;

12.1.10  you fail to pay us any debit back of Commission when it is required;

12.1.11  you object to any proposed variation or substitution of this Agreement;

12.1.12  you fail to comply with the provisions of SUP 12.4.2, SUP 12.4.6 and/or SUP 12.4.8.

13. TERMINATION BY US OR YOU

You and we shall be entitled at any time by giving one months’ prior written notice to the other to terminate this Agreement.

14. EFFECT OF SUSPENSION OR TERMINATION

14.1        Any suspension or termination of this Agreement under clauses 12 or 13 will not affect any of your obligations, liabilities or responsibilities which had arisen prior to the suspension or termination of this Agreement and such obligations, liabilities or responsibilities will survive the suspension or termination.

14.2        Any monies due from you to us under this Agreement shall become immediately payable upon the suspension or termination of this Agreement. Interest will accrue on any overdue sums at the rate of 4% above the Barclays Bank Base Rate from time to time or any similar benchmark index in force which we determine from the date the payment was due to be made until the date of payment whether before or after any Judgment.

14.3        Following any termination or suspension of this Agreement you shall pay to us on demand any monies due under the indemnity you gave to us at clause 11 of this Agreement.

14.4        You will transfer any outstanding obligations to customers and customer data back to us immediately upon the suspension or termination of this Agreement.

15. FURTHER EFFECTS OF SUSPENSION

15.1        During the period of the suspension of this Agreement, you must no longer act as a Representative for us.

15.2        We shall be entitled at any time to notify you that we have released your suspension so as to allow you to be reinstated as a Representative of ours pursuant to the terms of this Agreement. No written notice is necessary for your reinstatement as a Representative and upon such reinstatement the full terms and conditions of this Agreement will apply as if your       suspension had never taken place.

16. REVIEW, COOPERATION AND AUDIT

16.1        We may review this Agreement from time to time and may carry out an audit on your performance as against your obligations set out in this Agreement or as against any applicable laws, regulations or code of conducts including in relation to your appointment as our Representative.

16.2        You agree to cooperate fully with us at all times and agree to allow us, our accountants, our agents and/or any relevant regulatory authority reasonable access to your premises, systems, records, information, documentation, books, accounts, vouchers and/or staff.

16.3        You agree to be readily available for a meeting with us or the FCA or both and will answer in full any questions providing documentary support for such answers where required if possible.

17. COMMISSION

17.1        You may be entitled to Commission if a Customer introduced to us by you enters into a Customer Agreement with us. The level of Commission will be agreed between us and you and will be set out in detail in the Commission Letter attached at Appendix A.

17.2        We reserve the right to vary the terms of the Commission Letter upon prior written notice             to you. Unless a change is required to comply with applicable laws, regulatory requirements or changes to the rates of VAT, we shall, wherever reasonably practicable, consult with you in connection with any such variation prior to its implementation.

18. NO PARTNERSHIP

Nothing contained in this Agreement shall constitute, or be deemed to constitute, partnership or joint venture between us.

19. DATA PROTECTION

19.1        For the purposes of this Agreement each party shall remain in its own right a Data Controller in relation to Personal Data it collects directly from Data Subjects in the course of its own business to the extent that the factual circumstances determine that it is the Data Controller of such Personal Data.

19.2        Unless this Agreement provides otherwise, the Processor shall provide the Services to the extent, and for so long, as from time to time directed by the Controller in writing.

19.3        The Processor shall comply with the Data Protection Legislation in relation to its processing of any Controller Personal Data.

19.4        The Processor shall not transfer any Controller Personal Data to a country outside the European Economic Area without the prior written consent of the Controller.

19.5        The Processor shall on request provide the legal advisers of the Controller with such information as they shall reasonably require to establish whether such processing will be in compliance with the Data Protection Legislation.

19.6        The Processor shall upon reasonable notice to the Controller grant, and procure that any Sub-Contractor grants, to the Controller or any statutory or regulatory auditors of Controller and their respective authorised agents the right of reasonable access at all reasonable times to any premises or records of the Processor and/or the Sub-Contractor.

19.7        The Processor shall provide or procure that a Sub-Contractor shall provide reasonable assistance at all times during the currency of this Agreement for the purposes of allowing the Controller or any statutory or regulatory auditors of Controller and their respective authorised agents to obtain such information as is necessary to:

19.7.1    fulfill the Controller’s obligations to supply information for judicial or regulatory purposes; and/or

19.7.2    audit compliance with this Agreement by the Processor or any Sub-Contractor as the case may be.

19.8        The Processor, its employees and agents will treat the Controller Personal Data as strictly confidential and will not disclose it to anyone except as may be necessary (and in all such cases subject always to the provisions of this Agreement) except:

19.8.1    as requested or required by law or regulation or any judicial, administrative or governmental authority;

19.8.2    for disclosure to the Processor’s directors, officers, employees, advisors or agents in circumstances where each of them shall be under duties of confidentiality no less strict than those imposed on the Processor by this clause; or

19.8.3    for disclosure of information that was or becomes generally available to the public other than as a result of a disclosure by the Processor in breach of this clause.

19.9        The Processor shall ensure that the Controller Personal Data is kept secure and shall take appropriate technical and organisational measures to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display, loss, destruction or distribution of the Controller Personal Data.

19.10      If the Processor:

19.10.1  becomes aware of any unauthorised or unlawful processing of any Controller Personal Data or that any Controller Personal Data is lost or destroyed or has become damaged, corrupted or unusable; or

19.10.2  becomes aware of any Security Breach;

the Processor shall promptly notify the Controller and fully co-operate with Controller to remedy the issue as soon as reasonably practicable.

19.11      On any termination of this Agreement for any reason the Processor shall as soon as reasonably practicable return or destroy (as directed in writing by the Controller) all Controller Personal Data.

19.12      If the Controller elects for return rather than destruction of Controller Personal Data under clause 19.11 the Processor shall use reasonable commercial efforts to fulfil such request within 30 days of receipt of the request.  If the Controller elects for destruction rather than return of data, the Processor shall as soon as reasonably practicable ensure that all Controller Personal Data is deleted from the Processor’s system.  If the Controller makes no election under clause 19.11 within 60 days of the effective date of termination of the Agreement, the Processor shall destroy or otherwise dispose of any of the Controller Personal Data in its possession.

19.13      If the Processor is required or requested by any law, regulation, or government or regulatory body to retain any documents or materials that it would otherwise be required to return or destroy under clause 19.11 or if the Processor (acting reasonably) believes that for technical, organisational or systems process reasons it cannot readily identify or retrieve Controller Personal Data and as a consequence wishes to retain that data, it shall notify Controller in writing of that retention, giving details of the documents or materials that it must/wishes to retain.  The Processor shall not be in breach of clause 19.11 with respect to the retained documents or materials, but clause 19.8 shall continue to apply to them.

19.14      The Processor shall, and shall procure that any Sub-Contractor shall provide all reasonable assistance to the Controller in the Controller complying with:

19.14.1  a subject assess request made to the Controller under the Data Protection Legislation in relation to Controller Personal Data; and

19.14.2  the Controller’s obligations under Article 32-36 of the General Data Protection Regulation to undertake a privacy impact assessment or generally in the Controller complying with its obligations in relation to engaging data processors.

19.15      The Processor shall promptly notify the Controller if it believes any request or direction given by the Controller under the Agreement is contrary to the Data Protection Legislation.

20. MISCELLANEOUS AND GENERAL

20.1        You shall allow us and/or the FCA access to your premises, systems, documentation, information and/or staff for any reason whatsoever upon receipt of reasonable notice from us of such required access.

20.2        The invalidity or unenforceability of any provision within this Agreement will not affect the validity or enforceability of any other provision and any invalid or unenforceable provision will be deemed to be severed from this Agreement.

20.3        The delay in, release or partial release of, or the failure to, enforce any of the provisions of this Agreement by us at any time or for any period will not release or exonerate or in any way affect your liability or constitute a waiver of any term in this Agreement.

20.4        No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that right or remedy.

20.5        Unless specified otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

20.6        No variation of this Agreement save as otherwise stated in this Agreement shall be valid unless it is in writing and with our consent. We reserve the right to serve upon you notice to vary or substitute this Agreement. You can object to such variation or substitution by writing to us by way of notice within one month of the date of our notice to you of such variation or substitution. Should     you fail to contact us to object to any such proposed variation or substitution then such variation or substitution will be incorporated into this Agreement one month after the date of the notice of such variation or substitution. Failure to agree to any proposed variation or substitution may lead to us suspending or terminating this Agreement pursuant to clauses 12 or 13 above.

20.7        You shall not without our consent :

20.7.1    assign, novate, mortgage, declare a trust in or otherwise transfer or otherwise deal in any manner with all or any of its rights or obligations under this Agreement or any part thereof;

20.7.2    sub-contract or delegate any of your obligations under this Agreement to any third party;

20.7.3    authorise any third party to process or control any Customer personal data.

20.8        All notices to be given to a party under this Agreement shall be sent by first class post to the address of the party set out in this Agreement or to such address as the addressee may notify to the sender in writing.

20.9        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.

20.10      This Agreement, its appendices and/or any schedules (all as amended or updated from time to time in accordance with the terms of this Agreement) comprises the entire agreement between us.

20.11      This Agreement shall come into force on the Commencement Date and shall continue in force indefinitely until suspended or terminated in accordance with its terms.

20.12      You must keep confidential the terms of this Agreement and must not disclose any information, facts or data which you learn about us as a result of our relationship with you save as required by any legal or regulatory authority or law.

20.13      By entering into this Agreement with you we are not committing to you to accept any specific amount, quantity or type of Customers or Proposals which you may seek to introduce to us. We will have sole discretion over whether to accept any Proposal and/or Customers from you.

20.14      We have the right to set off any sum (whether liquidated or not) owed by you to us against any amount we may be liable to pay to you. You do not have any such rights.

20.15      If you comprise of two or more persons then your responsibilities and liabilities under this Agreement shall be joint and several.

20.16      This Agreement is governed by English law and the English courts have jurisdiction.

AS WITNESS the hand of duly authorised representatives of the parties the day and year first written above and constituting the Commencement Date

SIGNED                                                                                      }

For and on behalf of                                                                        }

[insert full legal name and delete square brackets]                  }

acting by                                                                                             }

[insert signatory’s name and delete square brackets]               }

[insert position of signatory and delete square brackets]        }

SIGNED                                                                                            }

For and on behalf of                                                                         }

[insert full legal name and delete square brackets]                  }

acting by                                                                                              }

[insert signatory’s name and delete square brackets]               }

[insert position of signatory and delete square brackets]        }