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WHEREBY IT IS AGREED as follows:
Principle First Financial Services (The Firm) is a trading style
of GMF Marketing Services Ltd. We confirm that The Firm is regulated
by the Financial Services Authority (FSA) for the conduct of financial
services products, including mortgages, investments, insurance
and pensions as defined under the Financial Services and Markets
Act 2000 (known as FiSMA or FSMA) and related regulations. The
Firm’s FSA Number is 409667.
We confirm that The Firm is an Independent Financial Adviser
(IFA).
1. CLIENTS
1. We agree that in respect of all clients introduced to The
Firm by The Introducer, The Firm will be responsible for compliance
with the Financial Services and Markets Act 2000, any other relevant
regulations and the rules of the FSA, where the service is to
provide regulated financial services products, including mortgages,
investments, insurance and pensions. The clients will become and
remain clients of The Firm notwithstanding the fact that they
may also be clients of The Introducer for other business, until
such time as The Firm ceases to act for them by their authorisation
to transfer them to another adviser regulated under the Act.
2. Following introductions, The Firm will act for clients in
the provision of financial services products, including mortgages,
investments, insurance and pensions, i.e., giving regulated financial
services advice and carrying out financial services business transactions,
only in relation to Permitted Financial Services products, including
mortgages, investments, insurance and pensions as specified within
The Firms' Scope of Permission, as notified from time to time
by the FSA. The Firm has an obligation to send certain documents
to the client and also reserves the right to send other documents
and communications direct to the client.
3. The Firm will provide terms of business or a Client Agreement,
as required by the FSA, to all clients, before transacting any
financial services business or giving financial services advice
in respect of those clients. The Firm shall clearly disclose its
status as an Independent Financial Adviser.
4. Unless specified otherwise in writing, all clients introduced
by The Introducer will be treated on the above basis.
5. All records relating to transactions in respect of clients
introduced by The Introducer will remain the property of The Firm
and will be retained in accordance with FSA rules. Records will
be retained indefinitely in the case of pension transfers, pension
opt-outs and FSAVCs; for six years in the case of life policies,
pension contracts and Stakeholder pension schemes and three years
in any other case. Whilst The Introducer acts as an agent of the
client we will provide you with copies of these documents on the
clients’ approval.
6. All information received by The Firm, in connection to a client
referred by The Introducer, will be treated as confidential to
The Firm. The information provided will only be disclosed to third
parties with the express authority of the client. The only exception
to this concerns disclosure to the FSA or other relevant Regulators.
The FSA have the right to access any client files of The Firm
concerning business that they regulate.
2. COMMISSION
1. FSA rules and FiSMA shall govern all matters relating to the
payment of commission paid in respect of a financial services
transaction, including mortgages, investments, insurance and pensions
transactions.
2. Where clients are introduced to The Firm by The Introducer,
The Firm will pay The Introducer the set Introducer Revenue, earned
in respect of transactions including mortgages, investments, insurance
and pensions.
3. The Introducer will be liable to repay The Firm any indemnity
commission that may be clawed back.
(This will depend upon how The Firm is remunerated).
4. Any other services provided to the client on a fee basis,
will result in a fee share payment to The Introducer, at the set
Introducer Revenue rate (i.e., excluding VAT, expenses or disbursements)
invoiced to and paid by the client. In such cases, The Firm shall
not pay The Introducer until the client has been settled The Firm’s
invoice, and funds have cleared into the Firm’s bank account.
5. The Firm reserves the right to reduce the rate of commission
or fee share, otherwise due from it hereunder, forthwith on giving
14 days written notice of such reduction to The Introducer.
6. Should The Firm be required to repay any commission or fees
to any product provider, client or other party where The Introducer
has been paid a share of fees or commission, The Introducer will
be required to repay forthwith upon written request, the proportionate
part thereof to The Firm.
7. If clients exercise a statutory right of cancellation, any
commission paid in respect of the transaction shall be repaid
by The Introducer to The Firm or any amount of commission otherwise
due to be repaid by The Introducer (whether or not due to the
exercise of statutory rights of cancellation) may be deducted
by The Firm from any other amount of commission due to The Introducer.
8. The Firm shall disclose in writing to the client that a commission
share or fee share will be paid to The Introducer and state the
amount or basis of that fee share or commission share.
3. DUTIES AND OBLIGATIONS OF THE INTRODUCER
1. The Introducer, when acting as such, will not carry out any
activities other than those included within the FSA’s definition
of an introducer:
The FSA defines ‘An introducer’ as an individual
appointed by a provider firm, in this case The Firm, or by an
appointed representative of such a firm to carry out, in the course
of designated investment business, either or both of the following
activities:
· Effecting Introductions;
· Distributing non-real time financial promotions, which
have been approved for issue and issued by the regulated firm.
An introducer is not an exempt person under Section 39 of the
Act (unless he is also an introducer appointed representative)
and hence cannot benefit from the exemption to carry on regulated
activities in his own right. As a result, an introducer that is
not an introducer appointed representative works in the name of
his firm or his firm’s appointed representative but he does
not fall within the scope of the approved persons regime as he
does not, as such, perform a controlled function.
2. The Introducer agrees not to complete client fact finds, which
are also known as client questionnaires in relation to financial
services advice, including mortgages, investments, insurance and/or
pension advice, nor engage in any activity, which may involve
the giving of financial services advice, including mortgages,
investments, insurance and/or pension advice.
3. The Introducer undertakes at all times to adhere to the rules
of the FSA and to adhere to the requirements of The Law Society,
if applicable.
4. HONESTY, INTEGRITY AND REPUTATION OF THE INTRODUCER
1. The Introducer should not have any civil proceedings beginning,
e.g. a litigation, including judgement debts or arbitration, bankruptcy,
IVAs or debts under court order.
2. The Introducer should not have been disqualified by a court
from acting as a director of a company or refused/restricted to
carry out a profession for which a licence is required.
3. The Introducer should not have been the subject of an investigation
into allegations of misconduct/malpractice in connection with
any business activity.
4. The Introducer should not have been found liable for fraud,
wrongful trading or investigated by an inspector under legislation.
5. LAW SOCIETY REQUIREMENTS - FOR SOLICITOR PARTNERS
ONLY
1. The Introducer will comply with the Solicitor’s Practice
Rules.
2. It is the responsibility of The Introducer to disclose the
relationship with The Firm to his client.
3. It is the responsibility of The Introducer to obtain the client’s
consent for The Introducer to receive any commission prior to
work being undertaken.
4. The Introducer shall account to its clients for any commission
received of more than £20 unless, having disclosed to the
client in writing the amount or basis of calculation of the commission
or (if the precise amount or basis cannot be ascertained) an approximation
thereof, they have the client’s agreement to retain it.
In this instance ‘account to’ does not mean simply
telling the client that The Introducer will receive the commission.
It means that unless the client agrees to The Introducer keeping
the commission, it belongs to and must be paid to the client.
The onus is on The Introducer to obtain the client’s written
consent to this arrangement.
5. Where the commission actually received by The Introducer is
materially in excess of the amount or basis or approximation disclosed
to the client (generally defined as greater than10% higher), The
Introducer shall account to the client, in writing for the excess.
6. If The Introducer intends to use any commission received to
offset fees or other outstanding cost he must provide the client
with a written notification, which can be in the form of a bill
or invoice, showing the same.
6. FUTURE COMPLIANCE WITH FINANCIAL SERVICES REGULATIONS
1. Any reference in this agreement to FiSMA 2000 or the FSA and
its rules and regulations will be deemed to apply for the purposes
of this agreement to any subsequent legislation, regulations or
regulator of The Firm for investment business.
7. VARIATION OF THE INTRODUCER AGREEMENT
1. The Firm reserves the right to vary the terms of this agreement
in so far as required by FiSMA 2000, any subsequent legislation
or any regulations made there under or any rules of relevant regulatory
organisations such as FSA.
2. No variation shall affect contracts made prior to the time
of the variation except in so far as required by any subsequent
legislation.
3. Not less than 14 days written notice shall be given to The
Introducer of and prior to a variation.
8. TERMINATION OF INTRODUCER AGREEMENT
1. This agreement may be terminated by either party in writing
by not less than 14 days notice without prejudice to the completion
of any transactions already instigated before notification or
termination is given and payment of any commission due.
9. GOVERNING LAW
1. This agreement shall be governed and construed in accordance
with English and Northern Ireland Law.
