Introducer Agreement

TERMS & CONDITIONS

1. INTERPRETATION

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

1.2 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].

1.3 A reference to writing or written includes e-mail.

1.4 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.

2. COMMENCEMENT AND DURATION

This agreement shall commence on the Commencement Date (unless agreed otherwise in writing between the parties) and shall continue in effect, unless terminated earlier either in accordance with clause 10, or upon either party giving to the other party one (1) months’ written notice of termination.

3. OBLIGATION OF THE INTRODUCER

3.1 Equity Release Works appoints the Introducer on a non-exclusive basis to identify Prospective Clients for Equity Release Works in the Territory and to make Introductions of such persons on the terms of this Agreement.

3.2 The Introducer shall only Introduce Prospective Clients who meet the following criteria.

• Own and live in a UK property worth at least £70,000
• Are aged 55 or over (both if in couple).
• Be looking to borrow a maximum of 60% of their property value.

3.3 Introductions shall be made via the Introducer Portal by providing the following Prospective Client information:

• First name
• Surname
• Date of birth (DOB)
• Contact number
• Property value
• Address
• Existing mortgage balance

3.4 The Introducer shall:

1. serve Equity Release Works faithfully and diligently and not to allow its interests to conflict with its duties under this agreement;
2. not carry out or hold itself out as authorised to carry out any Regulated Activity as defined by s19 FSMA unless it is authorised to do so;
3. use its best endeavours to make Introductions of Prospective Clients
4. comply with all reasonable and lawful instructions of Equity Release Works.

3.5 The Introducer shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind Equity Release Works in any way and shall not do any act which might reasonably create the impression that the Introducer is so authorised. The Introducer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Equity Release Works, including for the provision of the Services or the price for them, and shall not negotiate any terms for the provision of the Services with Prospective Clients.

3.6 The Introducer must disclose to each Prospective Client that it is an Introducer of Equity Release Works and that it has no authority or ability to negotiate or vary the Services or the terms of the Services or enter into any contract on behalf of Equity Release Works.

3.7 The Introducer shall Inform each respective Prospective Client that Equity Release Works is the Introducer’s service partner and will refer the Prospective Client to Equity Release Works to be contacted.

3.8 Equity Release Works shall direct the Introducer to the submission methods to which leads shall be forwarded and the Introducer shall only direct leads through those submission methods. Equity Release Works reserves the right to change the submission methods from time-to-time and shall inform the Introducer in a timely manner should any such change of submission method be required.

3.9 The Introducer shall not produce any marketing material for Equity Release Works’s services or use Equity Release Works’s name, logo or trade marks on any marketing material for the Services without the prior written consent of Equity Release Works.

3.10 The Introducer shall not, without Equity Release Works’s prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in Equity Release Works’s marketing material.

3.11 Where a Prospective Client is Introduced by the Introducer and the Prospective Client then introduces Equity Release Works to a third party who purchases Services from Equity Release Works, the Introducer shall not have ownership of any such client and no Introducer Payment shall become due to the Introducer in relation to Services provided to such third parties.

4. COMPLIANCE WITH LAWS AND POLICIES

4.1 Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement and in particular FSMA, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

4.2 The Introducer shall comply with the Mandatory Polices as they may be updated from time to time;

4.3 The Introducer warrants that:

1. prior to passing any Prospective Client Data to Equity Release Works it has received permission from that Prospective Client to be contacted by Equity Release Works for the purposes of Equity Release Works supplying the Services;
2. upon request from Equity Release Works, it can provide evidence that it received such permissions as outlined in this Agreement within two (2) Business Days of receiving such a request;

5. DATA PROTECTION COMPLIANCE

5.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

5.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Introducer is the data controller and Equity Release Works is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

5.3 Without prejudice to the generality of Clause 5.1, the Introducer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Equity Release Works for the duration and purposes of this agreement.

5.4 Without prejudice to the generality of Clause 5.1, Equity Release Works shall, in relation to any Personal Data processed in connection with the performance by Equity Release Works of its obligations under this agreement:

1. process that Personal Data only on the written instructions of the Introducer unless Equity Release Works is required by Applicable Laws to otherwise process that Personal Data. Where Equity Release Works is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Equity Release Works shall promptly notify the Introducer of this before performing the processing required by the applicable laws unless those applicable laws prohibit Equity Release Works from so notifying the Introducer;
2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Introducer, to protect against unauthorised or unlawful processing of 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);
3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
4. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Introducer has been obtained and the following conditions are fulfilled:
1. the Introducer or Equity Release Works has provided appropriate safeguards in relation to the transfer;
2. the Data Subject has enforceable rights and effective legal remedies;
3. Equity Release Works complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
4. Equity Release Works complies with reasonable instructions notified to it in advance by the Introducer with respect to the processing of the Personal Data;
5. assist the Introducer, at the Introducer’s cost, in responding to any request from a Data Subject 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;
6. notify the Introducer without undue delay on becoming aware of a Personal Data breach;
7. at the written direction of the Introducer, delete or return Personal Data and copies thereof to the Introducer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
8. maintain complete and accurate records and information to demonstrate its compliance with this clause 5

5.5 The Introducer does not consent to Equity Release Works appointing any third-party processor of Personal Data under this agreement.

5.6 Either party may, at any time on not less than thirty (30) days’ notice, revise this clause 5 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. ANTI-BRIBERY COMPLIANCE

6.1 The Introducer shall:

1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
3. have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and clause 6.1(b), and will enforce them where appropriate;
4. promptly report to Equity Release Works 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;
5. within 6 months of the date of this agreement, and annually thereafter, certify to Equity Release Works in writing signed by an officer of the Introducer, compliance with this clause 6 by the Introducer and all persons associated with it under clause 6.2. The Introducer shall provide such supporting evidence of compliance as Equity Release Works may reasonably request.

6.2 The Introducer shall ensure that any person associated with the Introducer who is performing services 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 6 (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 Equity Release Works for any breach by such persons of any of the Relevant Terms.

7. INTRODUCER PAYMENT

7.1 The Introducer shall be entitled to an Introducer Payment if a Prospective Client Introduced by the Introducer agrees for Equity Release Works to implement their advice and completes an equity release plan which Equity Release Works receives a Proc. Fee from the lender for.

7.2 The calculation of the amount of Introducer Payment is 25% of the Proc. Fee received by Equity Release Works.

7.3 Equity Release Works will email the Introducer as and when they have reconciled their Proc. Fee for each case. Equity Release Works will process reconciliation of their bank account once a week. Once Equity Release Works has received the Proc. Fee for a case an email will be sent to the Introducer requesting that an invoice is raised and sent back to Equity Release Works in order for the relevant fee to be paid to the Introducer.

7.4 Payment, including any applicable Value Added Tax, will be made within fourteen (14) days of receipt by Equity Release Works of a valid invoice from the Introducer.

7.5 Late payment will bear interest at the rate of 2% above the base rate from time to time of the National Westminster Bank.

7.6 All sums payable under this agreement:

1. are inclusive of value added tax;
2. shall be paid in full without any deductions including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties except where the payor is required by law to deduct withholding tax from sums payable to the payee. If the payor is required by law to deduct withholding tax, then the payor and the payee shall co-operate in all respects and take all reasonable steps necessary to:
1. lawfully avoid making any such deductions; or
2. enable the payee to obtain a tax credit in respect of the amount withheld.

7.7 No Introducer Payment shall be payable where:

1. Equity Release Works contracts with a third party in the circumstances described in clause 3.9; and
2. Equity Release Works does not receive a Proc. Fee for whatever reason.

8. OBLIGATIONS OF EQUITY RELEASE WORKS

8.1 Equity Release Works must at all material times act in good faith towards the Introducer.

8.2 Equity Release Works shall provide the Introducer at all material times with the information the Introducer reasonably requires to carry out its duties, including marketing information for and details of the Services, and information about Equity Release Works.

8.3 Equity Release Works shall inform the Introducer immediately if Equity Release Works suspends or ceases to perform the Services.

8.4 Equity Release Works shall not be responsible for any costs incurred by the Introducer unless such costs have been agreed by Equity Release Works in writing, in advance.

8.5 Equity Release Works shall be under no obligation to:

1. follow up any Introduction made by the Introducer; or
2. implement advice.

9. CONFIDENTIALITY

9.1 Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients of Equity Release Works or of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 9.2 and in particular shall include:

1. the business methods and information of Equity Release Works;
2. details of Equity Release Works business transactions;
3. lists particulars of Equity Release Works clients, Prospective Clients and/or Prospective Introducers;
4. details of this agreement.

9.2 Each party may disclose the other party’s confidential information:

1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 The provisions of this clause 9 shall not apply to any Confidential Information that:

1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 9); or
2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; or
3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party.

9.4 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.

9.5 All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the Introducer from Equity Release Works shall be upon Equity release Work’s elected choice; (i) returned promptly to Equity Release Works on termination of this agreement, and no copies shall be kept or (ii) material copies destroyed by shredding and any electronic copies erased from all computers, data storage systems and communications systems.

10. TERMINATION

10.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

1. The Prospective Clients being introduced are not suitable;
2. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
3. the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 working days after being notified to do so;
4. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
5. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or [(being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
6. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
7. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) [other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
8. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
9. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
10. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
11. the other party (being an individual) is the subject of a bankruptcy petition or order;
12. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within fourteen (14) days;
13. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1(d) to clause 10.1(l) (inclusive);
14. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
15. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or
16. there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010) which materially affects that party’s ability to continue to perform its obligations under the Agreement.

10.2 Either Party may terminate this agreement on notice with immediate effect if the other is in breach of its compliance obligations in clause 4, 5 and clause 6.

11. CONSEQUENCES OF TERMINATION

11.1 On termination of this agreement, the following clauses shall continue in force: clause 1, clause 9 and clauses 11 to clause 21 (inclusive).

11.2 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.

12. NO PARTNERSHIP OR AGENCY

12.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

12.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

13. ENTIRE AGREEMENT

13.1 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.

13.2 Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

13.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

13.4 Nothing in this clause shall limit or exclude any liability for fraud.

14. VARIATION

Equity Release Works may vary this Agreement by providing the Introducer with 28 days written notice of the variation unless the variation is necessitated due to regulatory change, in which case the variation will take effect immediately. Should the Introducer wish to vary this agreement, they should submit their request to Equity Release Works’s Head of Compliance. Should Equity Release Works agree to the variation of this Agreement, they will amend the Agreement accordingly and issue an amended Agreement to the Introducer. Equity Release Works is under no obligation to accept any request to vary the Agreement, but should they do so, the variation will come into effect, 28 days after Equity Release Works issues an amended Agreement to the Introducer.

15. ASSIGNMENT AND OTHER DEALINGS

15.1 The obligations of Equity Release Works set forth in this Agreement may be performed by Equity Release Works, itself or through another Appointed Representative of the Principle. Equity Release Works will remain liable for the performance of its Principles activities to the same extent as if Equity Release Works were performing itself.

15.2 This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

16. 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.

17. SEVERANCE

17.1 If 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. 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.

18. NOTICES

18.1 Any notice [or other communication] given to a party under or in connection with this contract shall be in writing and shall be:

1. delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

18.2 Any notice or communication shall be deemed to have been received:

1. if delivered by hand, on signature of a delivery receipt;
2. if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

18.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail or SMS message.

19. THIRD PARTY RIGHTS

No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

20. GOVERNING LAW

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.

21. JURISDICTION

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).

Disclaimer

The following terms are agreed between Equity Release Works and The Introducer.

1. The Introducer shall at no time be involved in the provision of any advice to the client by Equity Release Works nor shall they coerce or lead the Client in any way in respect of the advice given by Equity Release Works.
2. Equity Release Works accepts no liability for advice provided to the Client by any firm or individual after Equity Release Works has concluded its advice and fulfilment to the Client.
3. Equity Release Works advice to the Client shall be final and shall not be subject to any challenge by the Introducer.
4. There are no contractual or other restrictions that prevent them (on a client by client basis) introducing the Prospective Client to Equity Release Works and that they indemnify Equity Release Works for any costs incurred by Equity Release Works (including legal costs and damages) should they introduce a client to Equity Release Works in breach of this clause.

This agreement has been entered into on the date stated at the beginning of it.

Authorisation Signature: