- The Introducer has a large number of contacts and can meet further contacts who may be interested in purchasing Services from the Purchaser.
- The Purchaser wishes to be introduced to such contacts and is willing to pay the Introducer a Pay-Away on the terms of this agreement if such contacts purchase Services from it and the Introducer is willing to affect these introductions in return for this Pay-Away.
- This Agreement supersedes any previous agreement between the Purchaser and the Introducer whether written or verbal.
The following definitions and rules of interpretation apply in this agreement.
means a day (other than a Saturday, Sunday or public holiday and the Purchaser's office shut-down period between Boxing Day and New Year's Day) when banks in London are open for business;
has the meaning given to it in clause 9 (Commencement and Duration);
shall have the meaning given to it in clause 6.2 and Schedule 1 (Pay-Away);
"Prospective Client Data"
shall mean the Personal Data (as defined in the Data Protection Legislation) provided by the Introducer from the Prospective Client or information of the Prospective Client as requested by the Purchaser;
"Data Protection Legislation"
shall mean unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then any successor legislation to the GDPR or the Data Protection Act 2018.
the Financial Services and Markets Act 2000;
shall mean Pension Works Limited and any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, Pension Works Ltd;
shall mean fees received by the Purchaser following the initial implementation of advice;
shall mean that company incorporated and registered with company number 09775967 whose registered office is at Booths Park 5 Chelford Road, Knutsford, Cheshire, United Kingdom, WA16 8GS and related Group Companies;
shall mean the provision by the Introducer to the Purchaser of the contact details of a Prospective Client. "Introduce", "Introduces" and "Introduced" shall be interpreted accordingly;
shall mean for each Prospective Client, the date during the term of this agreement on which the Introducer First Introduces such Prospective Client to the Purchaser;
shall mean for each Prospective Client, the three (3) months from the Introduction Date, irrespective of whether such period ends before or after the date of termination of this agreement;
shall mean the Purchaser's mandatory policies and procedures, as amended by notification to the Introducer from time to time including all required compliance under FSMA
shall mean the consent given by a Prospective Client for their personal data to be shared between the Parties;
shall mean an individual who may be suited to the Services provided by the Purchaser and who meets the criteria detailed in Pension Works Client Terms of Business;
shall mean; pension healthcheck, retirement planning and final salary pension advice together with any other pension or retirement related services from time to time offered by the Purchaser and which the Purchaser, by express written notice to the Introducer, includes within the scope of this agreement;
shall mean the Services provided by the Purchaser;
shall mean the United Kingdom.
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 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.
1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.5 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.6 A reference to writing or written includes e-mail.
1.7 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.
1.8 References to clauses and Schedules are to the clauses and Schedules of this agreement; references to paragraphs are to paragraphs of the relevant Schedule.
2.1 The Purchaser appoints the Introducer on a non-exclusive basis to identify Prospective Clients for the Purchaser in the Territory and to make Introductions of such persons on the terms of this agreement.
2.1.1 Under new legislation set out by the FCA their stance is that the default recommendation should be into a client’s current/most recent workplace scheme. In light of that you must include details of this plan on the ‘Introducer Portal’ as we have to obtain key information to establish suitability of the plan. If you currently provide ongoing management of your client, please also upload your ‘ongoing agreement’ for our compliance records.
2.2 The Introducer shall:
- serve the Purchaser faithfully and diligently and not to allow its interests to conflict with its duties under this agreement;
- shall not carry out or hold itself out as authorised to carry out any Regulated Activity as defined by s19 FSMA (for example pension transfer advice) unless it is authorised to do so;
- use its best endeavours to make Introductions of Prospective Clients
- comply with all reasonable and lawful instructions of the Purchaser.
2.3 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 the Purchaser 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 the Purchaser, 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.
2.4 The Introducer must disclose to each Prospective Client that it is an introduction agent of the Purchaser 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 the Purchaser.
2.5 The Introducer shall Inform each respective Prospective Client that the Purchaser is the Introducer's service partner and, subject to an Opt-in being received by the Introducer, refer the Prospective Client to the Purchaser.
2.6 The Purchaser 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. The Purchaser 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.
2.7 The Introducer shall not produce any marketing material for the Purchaser's services or use the Purchaser's name, logo or trade marks on any marketing material for the Services without the prior written consent of the Purchaser.
2.8 The Introducer shall not, without the Purchaser's prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in the Purchaser's marketing material.
2.9 Where a Prospective Client is Introduced by the Introducer and the Prospective Client then introduces the Purchaser to a third party who purchases Services from the Purchaser, the Introducer shall not have ownership of any such client and no Pay-Away shall become due to the Introducer in relation to Services provided to such third parties.
3. COMPLIANCE WITH LAWS AND POLICIES
3.1 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.
3.2 The Introducer shall comply with the Mandatory Polices as they may be updated from time to time;
3.3 The Introducer warrants that:
- prior to passing any Prospective Client Data to the Purchaser it has received an Opt-in from that Prospective Client to be contacted by the Purchaser for the purposes of the Purchaser supplying the Services;
- upon request from the Purchaser, it can provide evidence that it received such permissions as outlined in this Agreement within two (2) Business Days of receiving such a request;
4. DATA PROTECTION COMPLIANCE
4.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
4.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Introducer is the data controller and the Purchaser is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
4.3 Without prejudice to the generality of Clause 4.1, the Introducer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Purchaser for the duration and purposes of this agreement.
4.4 Without prejudice to the generality of Clause 4.1, the Purchaser shall, in relation to any Personal Data processed in connection with the performance by the Purchaser of its obligations under this agreement:
- process that Personal Data only on the written instructions of the Introducer unless the Purchaser is required by Applicable Laws to otherwise process that Personal Data. Where the Purchaser is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Purchaser shall promptly notify the Introducer of this before performing the processing required by the applicable laws unless those applicable laws prohibit the Purchaser 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 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);
- ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
- 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:
- the Introducer or the Purchaser has provided appropriate safeguards in relation to the transfer;
- the Data Subject has enforceable rights and effective legal remedies;
- the Purchaser complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
- the Purchaser complies with reasonable instructions notified to it in advance by the Introducer with respect to the processing of the Personal Data;
- 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;
- notify the Introducer without undue delay on becoming aware of a Personal Data breach;
- 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
- maintain complete and accurate records and information to demonstrate its compliance with this clause 4
4.5 The Introducer does not consent to the Purchaser appointing any third-party processor of Personal Data under this agreement.
4.6 Either party may, at any time on not less than thirty (30) days' notice, revise this clause 4 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).
5. ANTI-BRIBERY COMPLIANCE
5.1 The Introducer shall:
- 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);
- 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;
- 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 5.1(b), and will enforce them where appropriate;
- promptly report to the Purchaser 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;
- within 6 months of the date of this agreement, and annually thereafter, certify to the Purchaser in writing signed by an officer of the Introducer, compliance with this clause 5 by the Introducer and all persons associated with it under clause 5.2. The Introducer shall provide such supporting evidence of compliance as the Purchaser may reasonably request.
5.2 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 5 (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 the Purchaser for any breach by such persons of any of the Relevant Terms.
6. PAY-AWAY AND PAYMENT
6.1 The Introducer shall be entitled to Pay-Away if a Prospective Client Introduced by the Introducer agrees for the Purchaser to implement their initial advice and Purchaser receives the PF payment due.
6.2 The calculation of the amount of Pay-Away payable shall be as set out in Schedule 1 (the "Pay-Away") .There will be separate Schedule 1 for each different regulated product where advice will be provided by the Purchaser.
6.3 The purchaser will email the introducer as and when they have reconciled their full fee (if the recommendation is a transfer) for each case. The purchaser will process reconciliation of their bank account once a week. Once the purchaser has received the full fee for a case an email will be sent to the introducer requesting that an invoice is raised and sent back to purchaser in order for the relevant fee to be paid to the introducer. Please allow 14 days for the purchaser to pay any invoices which are issued. If the full advice report resulted in a ‘Maintain’ recommendation, then the client reserves the right to make monthly payments over a 12 month period to pay off the advice fee. If a client selects this payment method, upon receipt of the monthly amount we will request invoices from you and make payments within 14 days to coincide with the payment from the client.
6.4 The Introducer shall use the information contained in the monthly report to prepare and submit to the Purchaser an invoice for Pay-Away payment.
6.5 Payment, including any applicable Value Added Tax, will be made within fourteen (14) days of receipt by the Purchaser of a valid invoice from the Introducer.
6.6 Late payment will bear interest at the rate of 2% above the base rate from time to time of the National Westminster Bank.
6.7 All sums payable under this agreement:
- are inclusive of value added tax;
- 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:
- lawfully avoid making any such deductions; or
- enable the payee to obtain a tax credit in respect of the amount withheld.
6.8 No Pay-Away shall be payable where:
- the Purchaser contracts with a third party in the circumstances described in clause 2.9; and
- the Purchaser does not receive a PF fee for whatever reason.
6.9 The PF payment shall be charged to the Client by the Purchaser based on the Fee Structure that applied at the discretion of the Purchaser. The Purchaser reserves the right to alter the Fee Structure entirely and/or on a case by case basis as it sees fit.
6.10 Pension Works offer adjustable pay-away for introducing firms. This means you can reduce how much of the fee you would like to receive, that amount you sacrifice will be deducted from the client’s overall fee at the full advice stage. The adjustment of this fee must be conducted after the validation stage but before the Fact Find meeting is booked.
7. OBLIGATIONS OF THE PURCHASER
7.1 The Purchaser must at all material times act in good faith towards the Introducer.
7.2 The Purchaser 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 the Purchaser.
7.3 The Purchaser shall inform the Introducer immediately if the Purchaser suspends or ceases to perform the Services.
7.4 The Purchaser shall not be responsible for any costs incurred by the Introducer unless such costs have been agreed by the Purchaser in writing, in advance.
7.5 The Purchaser shall be under no obligation to:
- follow up any Introduction made by the Introducer; or
- implement advice.
This agreement has been entered into on the date stated at the beginning of it.