• DD slash MM slash YYYY

  • Between Pension Works Limited


    and


  • A copy of the signed contract will be sent to this email address.

  • CONTENTS

    CLAUSE

    1. Interpretation
      2.
    2. Introductions
      3.
    3. Compliance with laws and policies
      4.
    4. Data protection compliance
      5.
    5. Anti-bribery compliance
      6.
    6. Pay-Away and payment
      7.
    7. Obligations of the Purchaser
      8.
    8. Confidentiality
      9.
    9. Commencement and duration
      10.
    10. Termination
      11.
    11. Consequences of termination
      12.
    12. No partnership or agency
      13.
    13. Entire agreement
      14.
    14. Variation
      15.
    15. Assignment and other dealings
      16.
    16. Waiver
      17.
    17. Severance
      18.
    18. Notices
      19.
    19. Third party rights
      20.
    20. Governing law
      21.
    21. Jurisdiction

    SCHEDULES

    Schedule 1 - Pay-Away
    Schedule 2 - Client Acceptance Criteria

  • PARTIES

    (1) Pension Works Limited incorporated and registered with company number 09775967 whose registered office is at Booths Park 5 Chelford Road, Knutsford, Cheshire, United Kingdom, WA16 8GS (“Purchaser”).

    (2)

  • BACKGROUND

    1. The Introducer has a large number of contacts and can meet further contacts who may be interested in purchasing Services from the Purchaser.
    2. 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.
    3. This Agreement supersedes any previous agreement between the Purchaser and the Introducer whether written or verbal.

    AGREED TERMS

    1. INTERPRETATION

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

    1.1 Definitions:

    "Business Day"

    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;

    "Commencement Date"

    has the meaning given to it in clause 9 (Commencement and Duration);

    "Pay-Away"

    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.

    "FSMA"

    the Financial Services and Markets Act 2000;

    "Group Company/ies"

    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;

    "PF"

    shall mean fees received by the Purchaser following the initial implementation of advice;

    "Pension Works"

    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;

    "Introduction"

    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;

    "Introduction Date"

    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;

    "Introduction Period"

    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;

    "Mandatory Polices"

    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

    "Opt-in"

    shall mean the consent given by a Prospective Client for their personal data to be shared between the Parties;

    "Prospective Client"

    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;

    "Pension Services"

    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;

    "Services"

    shall mean the Services provided by the Purchaser;

    "Territory"

    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. INTRODUCTIONS

    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:

    1. serve the Purchaser faithfully and diligently and not to allow its interests to conflict with its duties under this agreement;
    2. 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;
    3. use its best endeavours to make Introductions of Prospective Clients
    4. 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:

    1. 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;
    2. 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:

    1. 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;
    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 the Purchaser has provided appropriate safeguards in relation to the transfer;
      2. the Data Subject has enforceable rights and effective legal remedies;
      3. 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
      4. the Purchaser 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 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:

    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 5.1(b), and will enforce them where appropriate;
    4. 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;
    5. 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:

    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.

    6.8 No Pay-Away shall be payable where:

    1. the Purchaser contracts with a third party in the circumstances described in clause 2.9; and
    2. 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:

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

    8. CONFIDENTIALITY

    • 8.1 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 or Purchasers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 8.2 and in particular shall include:

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

    8.2 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 8; and
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    8.3 The provisions of this clause 8 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 8); 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.

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

    8.5 All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the Introducer from the Purchaser shall be upon Purchaser's elected choice; (i) returned promptly to the Purchaser 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.

    9. COMMENCEMENT AND DURATION

    This agreement shall commence on the date given at the head of it and shall continue in effect, unless terminated earlier either in accordance with clause10, or upon either party giving to the other party one (1) months' written notice of termination for convenience.

    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 purchaser reserves the right, without reason to terminate the agreement with the Introducer with immediate effect.
    2. The lead quality is deemed too low;
    3. 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;
    4. 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; This would include changing the agency on a client who has an ongoing relationship with Pension Works .
    5. 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;
    6. 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 ;
    7. 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];
    8. 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];
    9. 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);
    10. 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;
    11. 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;
    12. the other party (being an individual) is the subject of a bankruptcy petition or order;
    13. 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;
    14. 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);
    15. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
    16. 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
    17. 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 3, 4 and clause 5.

    10.3 Upon termination of this Deed, Pension Works and its employees shall have no claim to, and make no use of any information, data, relationship, or intellectual property relating to Introducers and prospective Introducers sourced and referred under this Deed. The only exception for this will be cases currently in the pipeline or cases where we have to reissue our advice to the client.

    11. CONSEQUENCES OF TERMINATION

    11.1 On termination of this agreement, the following clauses shall continue in force: clause 1, clause 8 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

    The Purchaser 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.

    The Purchaser reserves the right to add new services to the portal at any time. Pay Away details of these services will be outlined in the latest Introducer Agreement which can be accessed within documents section of the Introducer Portal.

    Should the Introducer wish to vary this agreement, they should submit their request to the Purchaser’s Head of Compliance. Should the Purchaser agree to the variation of this agreement, they will amend the agreement accordingly and issue an amended agreement to the Introducer. The Producer 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 the Purchaser issues an amended agreement to the introducer.

    15. ASSIGNMENT AND OTHER DEALINGS

    15.1 The obligations of the Purchaser set forth in this Agreement may be performed by the Purchaser, itself and through its Group companies and all references to the Purchaser in this Agreement will include those Group companies. The Purchaser may subcontract any portion of the Services to its Group Companies providing that the Purchaser will remain liable for the performance of its Group Companies to the same extent as if the Purchaser were performing itself.

    15.2 Subject to clause 14.1 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 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.

    17.2 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.

    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).

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

  • Disclaimer

    The following terms are agreed between Pension Works Ltd and The Introducer in addition to the Introduction Agreement which stands between the two Parties.

    These terms relate to Advice provided by the Introducer subsequent to Advice provided by Pension Works Ltd.

    The Introducer warrants that:

    1. They shall at no time provide investment Advice which includes non-FCA regulated investments or for which they do not hold appropriate FCA permissions.
    2. Any investment Advice shall be consistent with the Client’s current Attitude to Investment Risk at that time.
    3. Client funds shall at no time be invested without consent from the client.
    4. They shall at no time be involved in the provision of any advice to the client by Pension Works nor shall they coerce or lead the client in any way in respect of the advice given by Pension Works.
    5. Pension Works accepts no liability for advice provided to the client by any firm or individual after Pension Works has concluded its advice and fulfilment to the client.
    6. Pension Works advice to the client shall be final and shall not be subject to any challenge by the Introducer.
    7. Introducers shall not advise clients to switch their investments from the funds or provider into which Pension Works have transferred the investments without good reason and in the event they wish to give such advice during the 2 years following the initial transfer (if any) they should notify Pension Works promptly of the circumstances and rationale for the switch advice.
    8. There are no contractual or other restrictions that prevent them (on a client by client basis) introducing the client to Pension Works and that they indemnify pension Works for any costs incurred by Pension works (including legal costs and damages) should they introduce a client to Pension Works in breach of this clause.

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

  • Authorisation Signature:


  • DD slash MM slash YYYY

  • Pension Works Authorisation


    Signed by:

    CHRISTOPHER LEWIS

    Operations Director

    for and on behalf of Pension Works Limited

    Authorised Signatory

  • Schedule 1

    Pay Away Terms

    Defined Benefit Pension Transfers

    Please refer to clause 6.3

    Product Types:The purchaser offers different percentages for different product types, you will see below the different pay away products available.The introducer must upload as much information as they have for a client at the client upload stage. The purchaser will determine what product type that client should be, based on the information which has been supplied.See below table for different product types:

    Lead Type

    Percentage Pay Out

    What information do you need to supply

    Standard

    20%

    Personal Details*

    Package Basic

    25%

    Personal Details*

      

    Signed Pension Works LOA**

    Package Enhanced

    30%

    Personal Details*

      

    Signed Pension Works LOA**

      

    Full policy Information for the pensions we are to advise on***

    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.

    *First Name, Last Name, Full Personal Address, Email, Mobile Number

    ** The LOA must be a scanned copy and good quality, all mandatory fields must be completed including (customer signature and date).

    *** The introducer must supply all of the required information if they want to qualify for the Package Enhanced pay away as per the Pension Works checklist available.

    Pension HealthCheck (Defined Contribution)

    Pension Works Pay Away 25% based on any fee income which is received by them as a result of the pension switch, from a client that you refer to us.

    Pension Works do not offer adjustable Pay Away for introducing firms and will not vary it's Pay Away for this service.

    Pension Works will retain any client which is sumitted by an Introducer for Defined Contribution Pensions only, and the the introducer will not receive any split of ongoing fees.

  • Schedule 2

    Client Acceptance Criteria

    Defined Benefit Pension Transfers

    • The Transfer Value must exceed £30,000
    • You must be at least 54 ½ years of age (unless terminally ill)
    • You must be a current UK resident and UK taxpayer (or non-taxpayer)
    • The DB scheme must be UK-based
    • You must not be an Insistent Client (see above)
    • You must not be on means tested benefits (excluding Child Benefit)
    • You must not be planning to move abroad in the next 5 years
    • You must not be an active member of the scheme Pension Works are being asked to advise on
    • We can only provide full advice on in date transfer values, and a transfer can only proceed if the Cash Equivalent Transfer Value (CETV) deadline has been met. Pension Works are not responsible for any costs associated with requesting a new CETV.
    • If a transfer out of your pension scheme is recommended, Pension Works will also recommend an appropriate investment solution to receive the transfer. We cannot advise clients who wish to choose their own proposed scheme and investments, also known as self-investors.
    • If you are looking at moving any of your pension(s) we strongly recommend you seek specialist financial advice from a FCA regulated Financial Adviser. You must only transfer into a regulated plan/mainstream Investment held with a regulated Investment/Pension company.
    • Pensions Works are unable to consider a transfer for a client who is separated from their spouse or in the process of going through a divorce until there is a court approved and signed pension sharing order or finalised financial settlement.
    • Under no circumstances are you to move away from our recommended investment solution and into an unregulated pension, unregulated investment, non-mainstream investment or invest in Crypto Currency.
    • You must not be looking to utilise your pension to acquire land or commercial property through a SIPP, SSAS or any other pension vehicle.

    Transfer into a Workplace Scheme

    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 the introducer must include details of this plan on the ‘Introducer Portal’ as Pension Works have to obtain key information to establish suitability of the plan. If the introducer currently provides ongoing management of the client, please also upload the ‘ongoing agreement’ for Pension Works’ compliance records.


    Pension HealthCheck (Defined Contribution)

    • Minimum combined value of £15,000 in private pensions
    • UK resident
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