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The purpose of this agreement is to establish the basis under which introductions are made in relation to Future Proof Ltd’s regulated business of arranging non-investment insurance contracts (the “Business”) and is agreed as follows:
- Obligations of Future Proof Ltd
1.1 Future Proof Ltd undertakes that it will not solicit or seek to entice away from the Introducer any person that is introduced to Future Proof Ltd under this agreement (“Clients”) for the purpose of doing business of the same or a similar nature to the business which the Introducer provides to the Client (unless otherwise expressly provided for).
1.2 Future Proof Ltd shall:-
1.2.1 comply with all laws in the conduct of its business;
1.2.2. not do or omit to do anything which may bring Future Proof Ltd or the Introducer into disrepute;
1.2.3. obtain and maintain all regulatory and other authorisations necessary for the conduct of its business (including but not limited to the Business) and comply in all respects with such authorisations;
1.2.4. keep confidential all information about the Business which it carries out for Clients.
1.3 Future Proof Ltd offers an advised service to introduced Clients.
- Obligations of the Introducer
2.1 The Introducer shall:
2.1.1. comply with all applicable laws and regulations;
2.1.2. not do or omit to do anything which may bring Future Proof Ltd or the Introducer into disrepute;
2.1.3. ensure that it does not engage in regulated activities within the meaning of section 22 of the Financial Services and Markets Act 2000, unless authorised to do so;
2.1.4. permit examination of relevant documents and records by, and provide oral or written explanations and other reasonable assistance at any reasonable time to, representatives of any authority or organisation to which Future Proof Ltd is subject;
2.1.5. co-operate fully in the investigation and resolution of any complaints from clients.
2.2 The Introducer agrees that each of its Clients whom it refers to Future Proof Ltd are clients of Future Proof Ltd for the purposes of referred Business and Future Proof Ltd shall be entitled to canvass and solicit those Clients for further business, subject to clause 1.1.
2.3 The Introducer shall ensure that all introductions are made in accordance with article 33 of the Financial Services and Markets Acts 2000 (Regulated Activities) Order 2001. The Introducer shall ensure that it does not give Clients advice on the merits of non-investment insurance contracts or arrange a transaction in respect of a particular product. Further, the Introducer shall not communicate any financial promotion (whether real time or non-real time) to Clients that would invite or induce them to enter into an agreement relating to a specific product or service with Future Proof Ltd other than a non-real time financial promotion that has been supplied by Future Proof Ltd.
3.1. Confidential Information means: all information (including oral and visual information and all information recorded in writing or electronically or in any other medium or by any other method) concerning the operations, processes, plans, intentions, trade secrets, market opportunities, customers and business affairs of Future Proof Ltd or the Introducer or a Client which is not in the public domain and which has been disclosed by one party to this agreement to the other.
3.2. Both parties agree to maintain secret and confidential all Confidential Information. Nothing in this clause shall impose an obligation on a party to treat information relating to itself as confidential.
4.1. Future Proof Ltd shall pay such commissions as may be agreed between the parties from time to time (the “Commissions”) to the Introducer in recognition of Clients introduced to Future Proof Ltd.
4.2. The Commissions become due to the Introducer from Future Proof Ltd when Future Proof Ltd completes Business for a Client. The Commissions become payable to the Introducer by Future Proof Ltd within 14 days of receipt of cleared funds by Future Proof Ltd of the commission payable to Future Proof Ltd from the insurance company in respect of the Business carried out for the Client. Future Proof Ltd shall be under no obligation to make any payment to the Introducer until Future Proof Ltd has received the commission from the relevant insurance company.
4.3. It is hereby agreed that Future Proof Ltd shall pay the Introducer an agreed percentage of the initial commission received at the rate of 30%. Future Proof Ltd will retain all renewal commissions.
4.4. If Future Proof Ltd becomes liable to repay or account for any of the commission which it has received from a third party in respect of business carried out for a Client, the Introducer shall promptly repay to Future Proof Ltd the relevant percentage of the Commissions received by the Introducer from Future Proof Ltd. The Introducer agrees to indemnify Future Proof Ltd fully in respect of the Introducer’s share of any commission reclaimed.
4.5. Future Proof Ltd reserves the right to deduct from any Commissions due and payable to the Introducer any amount repayable to Future Proof Ltd by the Introducer under clause 4.4.
4.6. Commissions paid to the Introducer are deemed inclusive of VAT.
- Either Party (the “Terminating Party”) may terminate this agreement with immediate effect, upon service of written notice on the other Party (the “Non-Terminating Party”), if:
- if the Non-Terminating Party is declared bankrupt or insolvent, makes a composition with creditors or are subject to a petition for winding up;
- ceases to hold or have the benefit of any licences, approvals, permissions, authorizations or consent necessary to perform its obligations under this agreement;
- the Non-Terminating Party commits a material breach of this agreement which is not capable of remedy; or
- the Non-Terminating Party commits a material breach of this agreement which is capable of remedy but has not been remedied within 28 days of receipt by the Non-Terminating Party of notice from the Terminating Party specifying the nature of the breach and requiring its remedy.
- On termination of this agreement, each Party will immediately cease using and destroy all stationery incorporating any reference to other Party and immediately return all property (including software and other materials) which belongs to other Party.
- On termination of this agreement, Future Proof shall continue to pay commissions due to The Introducer until all commission due have been paid and the pipeline of introduced business is empty. Clauses 4.2, 4.3, 4.4 and 4.5 shall remain in place until all indemnity periods have come to an end.
6. Data Protection
- Each Party agrees to comply with the provisions of the Data Protection Legislation in connection with its obligations under this agreement. Each Party warrants to the other that it shall not do or omit to do anything which would put the other Party in breach of its obligations under the Data Protection Legislation.
- Where one Party acts as the Data Processor on behalf of the other party acting as Data Controller, the Party acting as the Data Processor shall, during the term of this agreement and thereafter:
- process all Personal Data only in accordance with the instructions of the Data Controller and in accordance with the terms of this agreement;
- take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data and that, having regard to the state of technology development and the cost of implementing any measures, such measures shall ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage;
- take steps to ensure the reliability of any of its directors, employees, agents, subcontractors or affiliates who have access to the Personal Data and ensure that they are informed of the confidential nature of the Personal Data and that they comply with the Data Protection Legislation when dealing with the subject matter of this agreement;
- co-operate with the Data Controller to enable the Data Controller to take reasonable steps to monitor compliance by the Data Processor with its obligations under this agreement;
- forward to the Data Controller as soon as reasonably practicable any requests from an individual for access to their Personal Data;
- notify the Data Controller immediately of any correspondence received from the Information Commissioner’s Office relating to the Personal Data or any complaint from an individual about the processing of their Personal Data;
- shall keep the Personal Data confidential, and, except as provided in this agreement, shall not disclose such Personal Data to any third party and shall not itself use or exploit such Personal Data in any way other than as set out in this agreement;
- as soon as reasonably practicable notify the Data Controller upon discovery of any loss or unauthorised disclosure of the Personal Data; take steps not to transfer, or cause, or permit the transfer, of the Personal Data outside the European Economic Area without the Data Controller’s prior written consent.
7. Financial Promotions
7.1 Any invitation or inducement relating to a regulated financial services activity provided by Future Proof must be approved by Future Proof prior to its use. The Introducer is prohibited from using or distributing any Financial Promotion in relation to the Products within the scope of this agreement, which has not received such prior approval.