Introducer Agreement 

Parties

• AS Financial Solutions is a trading style of ALS Financial Solutions incorporated and registered in England and Wales with company number 08139572 whose registered office address is at 4^th Floor 14 Museum Place Cardiff CF10 3BH and
• The introducer being the company and individual entered into the attached form.

Background

• AS Financial Solutions (defined below) is authorised and regulated by the FCA (defined below) with Permission (defined below) for, amongst other things, credit brokerage and mortgage intermediation.
• AS Financial Solutions specialise in broking both regulated and unregulated 1^st & 2^nd charge mortgages, bridging finance and commercial loans from a panel of lenders; and
• The Introducer has a large number of contacts who may wish to enter into agreements for the types of loans that AS Financial Solutions, and therefore wishes to introduce those contacts to AS Financial Solutions in order that AS Financial Solutions may source an appropriate loan for those contacts.
• AS Financial Solutions wishes to be introduced to such contacts, and is willing to pay the Introducer Remuneration on the terms of this Agreement if such contacts purchase an Agreed Product.
• The Introducer is willing to introduce contacts to AS Financial Solutions in return for Remuneration as specified in this Agreement.

Definitions and Interpretation

• Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
• The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
• Amendments to statutes. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
• Subordinate legislation. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
• A reference to writing or written includes e-mail unless otherwise expressly stated herein.
• “Including” Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
• Clauses and schedules. References to clauses and Schedules are to the clauses and Schedules of this Agreement; references to paragraphs are to paragraphs of the relevant Schedule.

1. AS Financial Solutions appoints the Introducer on a non-exclusive basis from the Commencement Date to identify Applicants and to make Introductions of such persons to AS Financial Solutions and AS Financial Solutions on the terms of this Agreement.
2. Obligations of both parties
   • Each party agrees that:
     • it will obtain and maintain in force all authorisations, consents, licences, registrations and permissions necessary to fulfil its obligations under this Agreement, including, without limitation, having FCA Permissions appropriate to the business being conducted by that party and making an appropriate notification to the information commissioner under the Data Protection Legislation;
     • should it fail to maintain in force any of the authorisations, consents, licenses, registrations and permissions referred to in 2.1.1, or it has grounds to believe that any of the same will be withdrawn or not renewed, it will promptly advise the other party;
     • it will conduct its business in accordance with Applicable Legislation;
     • it will not do anything which it might be reasonably expected to know is likely to be detrimental to the reputation or goodwill of the other party; and
     • it will on demand provide any information as the other party may reasonably require to assess compliance with the terms of this Agreement.

3. Obligations of AS Financial
   • AS Financial shall procure that AS Financial Solutions will use reasonable endeavours to seek the provision of Agreed Products to Applicants in respect of whom the Introducer has provided Applicant Data to AS Financial Solutions.
   • In respect of an Agreed Product that is a Regulated Mortgage Contract, and where the Rules of the FCA require the Applicant to be given Advice in relation to that Regulated Mortgage Contract, AS Financial Solutions will provide Advice to the Applicant and the parties shall enter into a Handover Agreement.
   • Clients of the Introducer will remain that of the broker Introducer
4. Obligations of the Introducer
   • The Introducer shall:
     • serve AS Financial Solutions faithfully and diligently and not to allow its interests to conflict with its duties under this Agreement;
     • use its best endeavours to make Introductions of Applicants;
     • report in writing to AS Financial Solutions from time to time as requested by AS Financial Solutions on progress made with Applicants;
     • comply with all reasonable and lawful instructions of AS Financial Solutions
     • not charge a fee direct to the Applicant for making the Introduction to AS Financial Solutions;
     • ensure that the provision of the Applicant Data to AS Financial Solutions will not result in either party being in breach of the GDPR;
     • ensure that they have the required authority to provide the Applicant Data to AS Financial Solutions;
     • ensure the Applicant Data is accurate and complete;
     • not mislead or misinform the Applicant, or misrepresent any aspect of any Agreed Product;
     • inform the Applicant that it will receive payment from AS Financial Solutions in the event that the Applicant completes an Agreed Product;
     • where the Agreed Product is a Regulated Mortgage Contract, not provide Advice to the Applicant in relation to the relevant Agreed Product and shall enter into a Handover Agreement with AS Financial Solutions;
     • maintain adequate records of its dealings with the Applicant as required by Applicable Legislation;
     • provide such information, records and assistance as may be reasonably required by AS Financial Solutions in the event of a complaint, data subject access request (as defined by the Data Protection Legislation) or regulatory action or query;
     • ensure that, where the Applicant Data was referred to the Introducer by a third party prior to the Introducer providing the same Applicant Data to AS Financial Solutions, at the time of such referral the relevant third party complied with the provisions of the Data Protection Legislation and had in place the appropriate Permissions in order to make that referral;
     • have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind AS Financial Solutions in any way, and shall not do any act which might reasonably create the impression that the Introducer is so authorised. The Introducer must disclose to each Applicant that it is an introduction agent of AS Financial Solutions and that it has no authority or ability to negotiate or vary the terms of any Agreed Product;
     • not produce any marketing material for AS Financial Solutions services or use AS Financial Solutions name, logo or trade marks on any marketing material without the prior written consent of AS Financial Solutions;
     • shall not, without AS Financial Solutions prior written consent, make or give any representations, warranties or other promises concerning AS Financial Solutions which are not contained in AS Financial Solutions marketing material; and
     • Where an Applicant is Introduced by the Introducer and the Applicant then Introduces AS Financial Solutions to a third party who purchases an Agreed Product through AS Financial Solutions, the Introducer shall not, by virtue of such initial Introduction, be deemed to have Introduced the third party to AS Financial Solutions.

5. Remuneration
   • The Introducer shall be entitled to Remuneration if an Applicant introduced by the Introducer enters into an Agreed Product, at which point it shall be deemed a Successful Applicant.

5.2. In respect of each Successful Applicant:

5.2.1. AS Financial Solutions will pay Remuneration to the Introducer as agreed at the outset or as displayed on documentation during the Agreed Product application process, assuming all details relating to a Successful Applicant remain unchanged after our costs have been deducted and disbursements. Disbursements are the direct costs associated with the completion of the Agreed Product and include, but are not limited to, survey and valuation fees, BSQ (Building Society Questionnaire) costs, costs for first mortgage consent, postage and administration.

5.2.2. payment will be made by direct transfer to a bank account nominated in writing by the Introducer; and

5.Data processing and transfer

• Both parties will comply with all applicable requirements of the DataProtection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
• The parties acknowledge that for the purposes of theData Protection Legislation, the Introducer is the data controller and AS Financial Solutions is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation), unless and until the parties enter into a Handover Agreement, following which the data shall be processed in accordance with the terms of the Handover Agreement.
• Schedule 1 sets out the scope, nature and purpose of processingby AS Financial Solutions, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data
• Without prejudice to the generality of clause 6.1, the Introducer will ensure that it has all necessary appropriate consents and notices (as appropriate) in place to enable lawful transfer of the Personal Datato AS Financial Solutions and any of AS Financial Solutions for the duration and purposes of this Agreement.
• Without prejudice to the generality of clause 6.1, SFC shall, and shall procure that any of AS Financial Solutions shall, in relation to any Personal Dataprocessed in connection with the performance by AS Financial Solutions of its obligations under this Agreement:
  • processthat Personal Data only on the written instructions of the Introducer unless AS Financial Solutions is required by the laws of any member of the European Union or by the laws of the European Union applicable to AS Financial Solutions to process Personal Data (Applicable Laws). Where AS Financial Solutions  is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, AS Financial Solutions shall promptly notify the Introducer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit AS Financial Solutions from so notifying the Introducer;
  • ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Introducer, to protect against unauthorised or unlawful processingof Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
  • ensure that all personnel who have access to and/or processPersonal Data are obliged to keep the Personal Data confidential; and
  • only transfer the Personal Dataoutside of the European Economic Area if the following conditions are fulfilled:
    • AS Financial Solutions has provided appropriate safeguards in relation to the transfer;
    • the data subject has enforceable rights and effective legal remedies;
    • AS Financial Solutions complies with its obligations under the DataProtection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
    • AS Financial Solutions complies with reasonable instructions notified to it in advance by the Introducer with respect to the processingof the Personal Data;
  • assist the Introducer, at the Introducer’s cost, in responding to any request from a DataSubject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  • notify Introducer without undue delay on becoming aware of a Personal Databreach;
  • at the written direction of the Introducer delete or return Personal Dataand copies thereof to the Introducer on termination of this Agreement unless required by Applicable Law, or has a legitimate interest to store the Personal Data; and
  • maintain complete and accurate records and information to demonstrate its compliance with this clause 6.
• The Introducer consents to AS Financial Solutions appointing lenders and any financial institutions, IT providers, and representatives as a third-party processors of Personal Dataunder this Agreement. AS Financial Solutions confirms that it has entered or (as the case may be) will enter with the third-party processors into a written agreement terms which are substantially similar to those set out in this clause 6. As between the Introducer and AS Financial Solutions, AS Financial Solutions shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 6.
• Either party may, at any time on not less than 30 days’ notice, revise this clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

6. Indemnity

7.1 Subject to clause 7.3 and 7.4, the Introducer shall indemnify AS Financial Solutions for and against any loss, cost, damage, expense or other liability suffered or incurred as a result of any breach of this Agreement.

• Subject to clause 7.3, AS Financial Solutions total liability to the Introducer for breach of its obligations under this Agreement shall be subject to an aggregate limit on liability of £50,000.
• Nothing in this Agreement excludes or limits the liability of either party for:
  • death or personal injury caused by negligence,
  • fraud or fraudulent misrepresentation;
  • Any matter in respect of which it would be unlawful to exclude or restrict liability
• Subject to clause 7.3, neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, revenue, goodwill, or anticipated savings.

• No Partnership or Agency

8.1       Nothing in this Agreement is intended to, nor will it, establish any partnership or joint venture between the parties, or make either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.

• Termination
  • Either party may terminate this Agreement by giving the other party not less than 14 days notice in writing. Email shall not suffice as ‘writing’ for the purposes of this clause.
  • This Agreement may be terminated immediately by a party giving notice to the other party if:
    • the other party commits a material breach of a material term of this Agreement and fails to remedy that breach within 14 days of being notified in writing to do so;
    • the other party is liquidated or wound-up, or has a receiver or administrator appointed, or makes or seeks to make an arrangement with its creditors;
    • the other party fails to maintain in force any of the authorisations, consents, licenses, registrations and permissions referred to in 2.1.1.
  • The Introducer will be entitled to continue to receive Remuneration under clause 5 in respect of any Applicant Data that was referred by it to AS Financial Solutions prior to termination.
  • All clauses that shall are drafted and intended to remain in force after termination of this Agreement shall remain in force.
  • Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
• Confidentiality

10.1      Unless permitted to do so under 10.2, each party undertakes to the other that it shall not at any time during this Agreement, or for five years after termination of it, disclose to any person any confidential information concerning the business, affairs, customers or suppliers of the other party.

• Each party may disclose the other party’s confidential information to third parties who need to know such information for the purposes of carrying out the party’s obligations under this Agreement, or as may be required by law, court order or by any regulator, or to enable it or the third party concerned to meet its statutory or regulatory obligations.
• No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.
• All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Introducer from AS Financial Solutions shall be returned promptly to AS Financial Solutions on termination of this Agreement, and no copies shall be kept, whether digitally or otherwise.

• Anti Bribery
  • Anti-bribery compliance by Introducer:
    • Compliance with Bribery Act 2010. The Introducer shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (Relevant Requirements), including but not limited to the Bribery Act 2010 (BA 2010);
    • Compliance with AS Financial Solutions policies. The Introducer shall comply with AS Financial Solutions ethics and anti-bribery policies as AS Financial Solutions may update them from time to time (Relevant Policies);
    • Introducer’s policies and procedures. The Introducer shall have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the BA 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies, and will enforce them where appropriate;
    • Reporting obligation. The Introducer shall promptly report to AS Financial Solutions any request or demand for any undue financial or other advantage of any kind received by the Introducer in connection with the performance of this Agreement;
    • Compliance certification. The Introducer shall within three (3) months of the date of this Agreement, and annually thereafter, certify AS Financial Solutions in writing signed by an officer of the Introducer, compliance with this clause 11 by the Introducer and all persons associated with it under clause 11.2. The Introducer shall provide such supporting evidence of compliance as AS Financial Solutions may reasonably request.
  • Ensuring compliance from associated persons. The Introducer shall ensure that any person associated with the Introducer who is performing in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Introducer in this clause 11 (Relevant Terms). The Introducer shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to AS Financial Solutions for any breach by such persons of any of the Relevant Terms.
  • Definitions. For the purpose of this clause 11, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
• Entire agreement
  • This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  • No reliance on matters outside agreement. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
  • Misrepresentation and misstatement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
  • Nothing in this clause shall limit or exclude any liability for fraud.
• Variation
  • This Agreement may only be varied with the agreement of both parties in writing. Email shall not suffice as writing for the purposes of this clause.
• Third parties
  • No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
• Severance
  • Deemed modification or deletion. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
  • Obligation to negotiate compliance amendments. If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
• No Waiver
  • No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
  • No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
• Law and Jurisdiction
  • This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

17.2   Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).