Business Protected Ltd Introducer Agreement

Business Protected Ltd

539-543 London Road, Westcliff On Sea, Essex, United Kingdom, SS0 9LJ

IT IS AGREED AS FOLLOWS:

1. Introduction

          1.1 Definitions

“Client”    means a client of the introducing firm.

“Confidential Information” means all information held in any form (not in the public domain) owned by the introducing firm or used by the Company in connection with their business

“FSMA 2000” means the Financial Services and Markets Act 2000 and any subsequent

amendment or modification thereof.

“Introducing Company” means the company noted in (1) above, as modified from time to time.

“FCA” means the Financial Conduct Authority or any organisation which replaces the same

from time to time.

“Insurance Intermediary” means the company noted in (2) above, as modified from time to time

“Referral” means the referral of a Client to the Insurance Intermediary, by the introducing firm directly or through the Company, in accordance with the terms of this Agreement.

• In this Agreement unless the context requires otherwise:

(a) words denoting the singular include the plural and vice versa. Words denoting any gender include all genders and words denoting persons shall include firms and corporations and vice versa.

(b) reference to any clause, sub-clause or schedule is to a clause, sub-clause or schedule of or to this Agreement.

(c) the headings in this document are inserted for convenience only and shall not affect the construction or

interpretation of this Agreement.

2. Scope of Agreement

 2.1 During the term of this Agreement the Introducing Company may, in its absolute discretion, make a Referral to the Insurance Intermediary and the Insurance Intermediary shall use its best efforts to satisfy the needs of the Client so referred.

2.2 At all times during the term of the Agreement the Insurance Intermediary shall exercise due skill and care, act in good faith in the performance of the Insurance Intermediary’s obligations under this Agreement and not do any act or thing which adversely affects the name and/or reputation of the Introducing Company. In particular, the Insurance Intermediary shall provide the required advice to the Client promptly, answer any queries in a responsive and professional manner and service the needs of the Client to the best of the Insurance Intermediary’s abilities.

2.3 Nothing in this Agreement shall be taken as giving the Insurance Intermediary authority to act for or in the name of the Introducing Company or to bind the Introducing Company in any way.

2.4 The Insurance Intermediary acknowledges that no legal partnership is hereby created or implied and that the Insurance Intermediary is not in any way in partnership with the Introducing Company and vice-versa.

2.5 Subject to the prior consent of the Client, the Insurance Intermediary shall respond to any reasonable enquiries made by the Introducing Company as to the progress of any matter referred to the Insurance Intermediary in accordance with this Agreement.

3. Compliance with Legislation

During the term of this Agreement the Insurance Intermediary and the Introducing Company shall comply with all applicable laws and regulations relevant to the conduct of its obligations under this Agreement and in particular, but without limitation, the relevant provisions of the Data Protection Act 1998, the FCA’s Consumer Credit Regulations, the Financial Services and Markets Act 2000 and any rules of guidelines of the FCA (or any organisation which replaces the FCA in whole or in part) in force during the term of this Agreement. It is the responsibility of the Introducing Company to be authorised to make introductions for insurance broking services.

3.1 During the term of this Agreement the Insurance Intermediary will be fully responsible and liable for any and all advice given to clients referred under this Agreement insofar as such responsibility relates to advice provided by the Insurance Intermediary and not the Introducing Company. The Insurance Intermediary will not be responsible nor liable for information and/or advice given to the Client by the Introducing Company.

4. Commission

 4.1 The Insurance Intermediary will pay to the Introducing Company, where a referral is made to the Insurance

Intermediary, 35% of any commissions received following the introduction of a client who subsequently completes an insurance transaction and the commission is received from the assurance company. A transaction to the Introducing Company within 15 days of receipt of any such commissions, fees or other amounts will be made by the Insurance Intermediary.

4.2 All commissions, trail fees and other amounts received by the company are considered to be gross amounts and the Introducing Company will be liable for the settlement of any tax and national insurance on any commissions received from the Insurance intermediary.

4.3 Lifetime clients. The insurance intermediary will pay the introducing company commission on additional product transactions for the lifetime of the relationship with the client at 35%, and where commission is received by the Insurance Intermediary by the assurance company.

4.4 Should any product provider reclaim any payment already paid, for any reason, this will, at the Firm’s discretion, either be offset against future payments due to the Introducer or be repaid by the Introducer to the Firm within fourteen days of demand. The demand may be delivered by hand, or will be assumed to have been delivered within two days of despatch of a letter to the Introducer’s last notified address. The Introducer hereby agrees to indemnify the Firm fully in respect of the Introducer’s share of any payment reclaimed.

4.5 Indemnified and no indemnified commission. The insurance company will receive and pay commission on an indemnified basis in most cases unless otherwise agreed with the introducing company. For large commission payments, non- indemnified commission may be arranged with the introducing company on an ad hoc basis

5. No Cross Sell

5.1 Since during the course of this Agreement the Insurance Intermediary is likely to obtain confidential information and personal knowledge of the Introducing Company, the Insurance Intermediary hereby agrees that: -

1. the Insurance Intermediary shall not and shall procure that its employees, agents and advisers shall not during the term of this Agreement and during a period of 2 years thereafter approach, solicit, make any marketing initiatives or provide any information to or sell any product or service to a Client other than as requested by the Introducing Company in connection with a Referral and shall not procure or encourage any third party to do so, provided that where a Client makes an unsolicited approach to the Insurance Intermediary it may provide the Client with the information, product or service specifically requested by the Client; and
2. the Insurance Intermediary shall not and shall procure that its employees, agents, and advisers shall not during the term of this Agreement and for 2 years after termination of the Agreement, either alone or with others, directly or indirectly attempt to persuade or induce a Client to cancel, surrender or terminate any financial product issued by or arranged through the Introducing Company.

5.2 The Insurance Intermediary shall use its best endeavours to procure that any employee, agent or financial adviser who leaves the employment or service of the Insurance Intermediary shall also comply with the restrictions set out in the Clause 5 and at the request of the Introducing Company, the Insurance Intermediary will provide all reasonable assistance to the Introducing Company, in the enforcement of these provisions.

5.3 Following the termination of this Agreement the Insurance Intermediary will not represent itself as being in any way connected with the business of the Introducing Company, (except to the extent previously agreed in writing).

6. Termination

 6.1 Either party may terminate this Agreement on giving one month’s written notice to the other.

6.2 Upon termination of this Agreement for any reason:

1. the provisions of clauses 5, 6 and 7 shall continue with full force and effect;
2. subject as provided in this clause, except in respect of any accrued rights, neither party shall be under any further obligation to the other.

6.3 If this Agreement terminates for any reason the introducing Company will remain entitled to any amount due to the Introducing Company in accordance with Clause 4 and the Insurance Intermediary shall continue to make such payments notwithstanding the termination of this Agreement.

7. Confidentiality

 7.1 The Insurance Intermediary shall and shall procure that its employees, agents and financial advisers keep confidential any and all Confidential Information that it may acquire in relation to the business or affairs of the

Introducing Company Group or a Client. The Insurance Intermediary shall not use Confidential Information for any purpose other than to perform its obligations under this Agreement.

7.2 The obligations of the Insurance Intermediary set out in Clause 6.3 shall not apply to any Confidential Information which:

8. is publicly available or becomes publicly available through no act or omission of the Insurance Intermediary; or
9. the Insurance Intermediary is required to disclose by order of a court of competent jurisdiction or any regulatory body or its professional advisers.
10. General

 8.1 This Agreement contains the whole agreement between the parties and supersedes and replaces any prior

written or oral agreements, representations or understandings between them. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

8.2 If any provision in this Agreement is prohibited or unenforceable, such prohibition or unenforceability shall not invalidate the remaining provisions of this Agreement or affect the validity or enforceability of same.

8.3 No addition, variation or modification of this Agreement shall be binding unless recorded in writing and signed by a duly authorised officer of the Introducing Company and the Insurance Intermediary.

8.4 Any notice to be given to the Insurance Intermediary under this Agreement shall be given to the Insurance Intermediary by hand or sent by first class post to the Insurance Intermediary’s last known address and shall be deemed for the purposes of this Agreement to have been received by him 24 hours after posting. Any notice to be given to the Introducing Company shall be sent by first class post to the Introducing Company’s registered office address and shall be deemed for the purposes of this Agreement to have been received by it 24 hours after posting.

8.5 This Agreement is made in England and shall be governed and construed in accordance with English Law and any dispute arising under or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the English Courts.