THIS AGREEMENT will take effect from the Commencement Date of this Agreement, as defined herein
(1)SUREAID (“SureAid“); which is a trading name of Crowley and Associates Limited (“Crowley“); and is a company incorporated in England and Wales under registered number 6774077 ; and whose registered office is located at: Essex House, Station Road, Upminster, Essex RM14 2SJ and
(2)THE INTRODUCER APPOINTED REPRESENTATIVE (“IAR“); detailed in section (1) of the SureAid Registration Website.
A. SureAid is authorised and regulated by the Financial Conduct Authority (“FCA”) number 633310 for this purpose.
B. The IAR is not authorised and regulated by the Financial Control Authority for this purpose.
D. The IAR will be introducing their Supporters to SureAid with effect from the Commencement Date of this Agr eement and as such will be an FC A registered Introducer Appointed Representative of SureAid
E. The IAR has appointed a Named Contact as detailed in section (2) of the SureAid Registration Website.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement the following words and expressions shall, unless the context requires otherwise, have the following meanings:
Word or expression & Meaning
“Appointed Representatives Regulations”– The Financial Services and Markets Act 2000 (Appointed Representatives) (Amendment) Regulations 2001 as amended from time to time;
“Business Day” – A day (other than a Saturday) on which banks are open for domestic business in the City of London;
“Commencement Date” – The date that the IAR receives email confirmation that this Agreement has been approved signed by SureAid , usually within 14 Business Days of the IAR checking the ‘Continue’ option on the SureAid Registration Website;
“Commission” – SureAid will pay to the IAR, 3% of the total amount paid, excluding Insurance Premium Tax, by Insurance Customers, when buying any insurance policy through SureAid
“Named Contact” – The person, being a representative of the IAR, as detailed in Section (2) of the SureAid Registration Website;
“FCA Rules” – The provisions of the FCA Handbook of Rules and Guidance (as amended,supplemented or replaced) from time to time;
“FSMA” – The Financial Services and Markets Act 2000 or as may be amended by the appropriate regulatory body from time to time;
“IAR” – The cause detailed in Section (1) of the SureAid Registration Website;
“Insurance Customer” – A Supporter of the IAR who informs SureAid that they are nominating the IAR to receive the SureAid 3% donation, when they contact SureAid to buy any insurance policy;
“Non Real Time Promotions” – A Promotion as defined by the FSMA (i.e. a Promotion which is not made in the course of a personal visit, a telephone conversation or other inter-active dialogue);
a)Effecting introductions of Supporters of the IAR to SureAid and
b) Distributing Non-Real Time Promotions which relate to products or services available from or through SureAid;
“Supporter” – A member and/or a Supporter either officially or otherwise of the IAR;
“SureAid Registration Website” – The websites located at http://www.sureaid.com/causes/
1. SureAid appoints the IAR as an Introducer Appointed Representative within the meaning of s.39 of FSMA and permits the IAR to carry on the Permitted Activities, in order that the IAR may, subject to this agreement, introduce their Supporters to SureAid.
2. SureAid accepts responsibility pursuant to s.39 of FSMA for the carrying on of the Permitted Activities by the IAR, and only those activities.
3. The IAR has provided a Named Contact and SureAid will be entitled to act on any instructions given by the Contact.
4. In acce pt ing t his appoint ment the IAR agrees to comply with all laws , rules and regulations applicable to the carrying on of Permitted Activities.
5. SureAid shall include the IAR on the FCA Register purely as an Introducer Appointed Representative of SureAid . Nothing in this Agreement authorises the IAR to carry on and the IAR agrees not to undertake any other activity other than he Permitted Activities. The IAR acknowledges that the IAR is not permitted by this Agreement to advise upon, arrange or assist in the administration or performance of any contract of insurance and/or collect any client money or any assets or handle claims nor commit SureAid in any way whatsoever. The IAR may not act as an Introducer Appointed Representative for any other entity unless the IAR gives prior advice to Sure Aid of so doing in accordance with the applicable laws and regulations.
6. Nothing in this Agreement gives the IAR the authority to act as agent for SureAid nor may the IAR describe itself as or in any way represent to any third party that the IAR is an agent of SureAid.
7. SureAid shall grant the IAR’s internal and external auditors reasonable access at all times to SureAid’s books and records relating to the carrying on of Permitted Activities by SureAid during the period of this Agreement in order to carry out an audit. For avoidance of doubt, this obligation endures for a period of three years after termination of this Agreement.
8. The IAR shall grant SureAid’s internal and external auditors reasonable access at all times to the IAR’s books and records relating to the carrying on of Permitted Activities by the IAR during the period of this Agreement in order to carry out an audit. For avoidance of doubt, this obligation endures for a period of three years after termination of this Agreement.
9. The IAR shall take all reasonable steps to comply with any instructions, directions or requests properly made by the FCA under the FCA Rules. In particular the IAR shall co
operate with the FCA and give access to the FCA to the IAR’s premises in accordance with the rules in SUP 2.3.4G and SUP 2.3.5R (2).
10. SureAid shall pay the IAR as consideration during the currency of this Agreement 3% of all insurance premiums , excluding Insurance Premium Tax, paid by the Insurance Customers.
11. The Commission shall be paid to the IAR within 14 days of the said Commission being received by SureAid.
12. Termination of this Agreement does not affect either party’s obligations under FSMA or the FCA Rules, nor does it affect any pre-existing rights, remedies, liabilities or obligations owed by one party to the other.
13. In the event of a poliy being cancelled before its natural expiry or renewal date and commission having been paid to the IAR for the full term, SureAid reserves the right to reclaim
from the IAR an appropriate proportion of the relevant commission already paid to the IAR in the event that SureAid is required to repay an amount of commission in respect of such cancelled policy.
14.SureAid understand and agree that the IAR may make it clear to the Supporters of the IAR that it does not warrant or approve the terms and conditions of any insurance product and/or policy and/or arrangement which SureAid may make available to the Supporters of the IAR.
15. The IAR shall cease to be entitled to commission on termination of the Agreement except in respect of commission then owed by SureAid but not paid to the IAR or earned by SureAid but not paid in respect of insurance policies placed prior to the date of termination.
16. Either party may terminate this Agreement on not less than 30 days prior written notice given to the other. Such notice shall be dispatched by registered mail to the registered office of either party and shall be deemed to have been delivered within 48 hours of such dispatch being made.
17. This Agreement may be terminated by SureAid with immediate effect:
17.1. In the event that the IAR becomes authorised to carry on regulated activities by the FCA under Part IV of FSMA; or
17.2. If SureAid reasonably believe that the IAR is no longer suitable for its appointment as an Introducer Appointed Representative; or
17.3. If the continuance of the Agreement will mean SureAid would be in breach or contravention of any of FSMA, the Appointed Representative Regulations or the FCA Rules.
18. In the event that SureAid become the trading name of another organization, this agreement will continue save that all references to Crowley will be replaced that other organisation, as appropriate. Any such change will be advised to the IAR by SureAid.
19. SureAid understand and agree that any Supporter of the IAR introduced by the IAR to SureAid, is the IAR’s Supporter and that SureAid shall not at any time directly influence any of the IAR’s Supporters to donate to any other cause.
20. The IAR agrees and understands that any Insurance Customer information provided to the IAR by SureAid is provided solely for the purpose of confirming that the IAR has received the Commission due to the IAR under this Agreement. Furthermore such information shall be treated as confidential by the IAR and shall at no time be divulged to any third party:
20.1. during the term of this Agreement; or
20.2. for a period of 18 months after termination of this Agreement,
unless such information was in the IAR’s possession prior to the date on which the Supporter became an Insurance Customer of SureAid.
21. Any Insurance Customer is always an Insurance Customer of SureAid and as such is not an Insurance Customer, at any time, of the IAR. For the avoidance of doubt, it is clearly understood and agreed that all such Insurance Customers introduced by the IAR to SureAid are at all times the intellectual property of and belong to SureAid and at no time will such Insurance Customers be the intellectual property of or belong to the IAR.
22. In the event of the IAR being advised by any person of a complaint, the IAR shall immediately notify SureAid of any such complaint received and any such complaints will fall to be dealt with under SureAid’s extant complaints procedure.
23. Each party agrees that it will comply with the requirements of the Data Protection Acts 1984 and 1998.
24. SureAid understand and agree that no use will be made of the IAR’s name, badge or other insignia and/or the name, badge or insignia of any body associated with the IAR in any advertisement or other publicity or documentary material arranged, promoted or endorsed by either SureAid or any third party employed or authorised by either of them, other than the name and logo of the IAR on the SureAid website, without the prior written consent of the IAR or its authorised representative PROVIDED THAT such consent shall not be unreasonably withheld in relation to promotions or advertisements proposed, utilised or authorised by SureAid in the context of any of the Permitted Activities.
25. BRIBERY AND CORRUPTION
25.1. Both the Client and the Consultant:
(a) shall comply with all applicable laws, regulations, codes and sancti
ons relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and shall not engage in any activity, practice or conduct which would constitute an offence under sections 1,2 or 6 of the Bribery Act 2010 (regardless of where such activity, practice, or conduct is carried out);
(b) shall not offer or give, or agree to give, to any employee, agent, servant or representative of the other Party any gift or consideration of any kind as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of this Agreement or any other contract, or for showing or refraining from showing favour or disfavour to any person in relation to this Agreement or any such contract;
(c) shall have in place adequate procedures designed to prevent persons employed by or associated with them from bribing another person;
(d) shall promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement; and
(e) warrant that they have not paid commission and/or agreed to pay any commission and/or fees to any employee or representative of the other Party where a Party or a Party’s employees, servants, sub-suppliers, suppliers or agents or anyone acting on the Party’s behalf, engages in conduct prohibited by this clause in relation to this or any other contract between the Parties, the other Party shall have the right to terminate this Agreement immediately and recover from the first Party the amount of any loss suffered by that Party resulting from such termination; or to recover in full from the first Party any other loss sustained by that Party in consequence of any breach of this clause, whether or not this Agreement has been terminated;
25.2. May terminate this Agreement with immediate effect if the other Party directly or indirectly(through the use of a third party or otherwise):
(a) offers, promises, solicits, or gives, to the other Party or any other person a financial or other advantage to induce any person to perform, or reward for performing, improperly a function or activity provided that such function or activity is solely in connection with this Agreement;
(b) request, agree to receive or accept a financial or other advantage for any person to perform a function or activity improperly provided that such function or activity is solely in connection with this Agreement; or
(c) perform a function or activity improperly in anticipation of receiving a financial or other advantage provided that such function or activity is solely in connection with this Agreement.
26. This Agreement is governed by and shall be construed in accordance with the laws of England and Wales.
The IAR agrees to the terms and conditions of this Agreement by checking the ‘continue’ option located on the SureAid Registration Website
AS WITNESS the hands of the parties to this Agreement or of their duly authorised representatives the day and year first above written.
SIGNED BY Stephen Crowley )
For and on behalf of SureAid )