Introducer Terms of Business

 
A.       These terms of business explain to you, the introducer, the rules for using our website https://www.keypartnerships.co.uk/ (“our site”) and providing the Introducer Services (as defined in clause 1.1) to us whether through our site, via telephone, via email, in person and any other way in which we may permit you to make Introductions to us from time to time.
 
B.       https://www.keypartnerships.co.uk/ is operated by Key Retirement Solutions Limited (“we”, “us” or “our”). We are registered in England and Wales (registered company number 02457440) and have our registered office at Baines House, 4 Midgery Court, Pittman Way, Fulwood, Preston, PR2 9ZH.
 
C.       We may, in our absolute discretion, delegate the marketing and arranging of our products and services to our appointed representative, who may act on our behalf in relation to such activities. TERE Advisers Ltd, a company authorised and regulated by the Financial Conduct Authority (“FCA”) (FCA reference 916047), is an appointed representative of Key Retirement Solutions Limited (FCA reference 224987). You can check this on the Financial Services Register by visiting the FCA’s website.
 
D.       By registering on our site and/or making an Introduction to us, you confirm that you accept these terms and that you agree to comply with them. If you do not agree to these terms, you must not make any Introductions to us.
 
E.       We reserve the right to amend these terms from time to time in our sole discretion. Each time you use our site and/or make an Introduction to us, you must check that you understand and agree to the terms that apply at that time. We may also make changes to our site from time to time including to reflect any updates to our products.
 
F.       If you have any queries in relation to these terms, or would like to speak to one of our advisers, please call 0800 138 1663.
 
 

1        Definitions and Interpretation

1.1     In these terms, the following words and expressions have the following meanings, unless they are inconsistent with the context:
 
"Commission" means the commission payable to you in respect of any Qualifying Transactions;
"Customer Profile" the minimum criteria and characteristics to be achieved by any Potential Customers as determined by us from time to time;
"Data Protection Laws" means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party;
The terms "Data Controller", "Data Processor", "Data Subject", "Personal Data", "Process/Processing" and "Special Categories of Personal Data" shall have the same meaning as described in the Data Protection Laws
"Default(s)" means any breach by us of any of our obligations in these terms or any other default, act, omission, negligence, breach of statutory duty or statement in connection with or in relation to the subject matter of these terms and in respect of which we have liability to you;
"Excluded Customer" means:
(a)      any previous or existing customer of ours or any member of our group; and
 
(b)      any person with whom we, or any member of our group, has previously been in discussions with or who has already been introduced to us, or any member of our group, regarding the provision of any of our products and/or services prior to the time of the Introduction made by you;
"Introducer Services" means the introduction of Potential Customers to us by you and any and all other services and obligations to be performed by you under these terms and reference to "Introduction(s)" shall be construed accordingly;
"Law" means any and all applicable rules of law, statutes, statutory instruments, directives, regulations, orders and other instruments having the force of law and any applicable codes of conduct, guidance, directions and/or determinations with which we or you are bound to comply in each case as may be amended, enacted, extended, replaced, modified, consolidated or repealed from time to time including Data Protection Laws;
"Permitted Purposes" means Processing of Personal Data as reasonably necessary for the performance of each of our and your obligations under these terms and other ancillary purposes required in the administration of the relationship;
"Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, the Personal Data transmitted, stored or otherwise Processed;
"Potential Customer" means a third party (except for any Excluded Customer) who meets the Customer Profile and is interested in receiving products and/or services the same as or similar to the Products;
"Product Provider" means a provider of any of Products sourced by us, from time to time;
"Products" means any of the financial products offered by us and/or our Product Providers from time to time and in relation to which Introductions can be made;
"Qualifying Transaction" means an agreement between a Product Provider and a Potential Customer for the provision by the Product Provider to the Potential Customer of any Products and that occurs as a direct result of an Introduction by you to us in accordance with these terms;
"Supervisory Authority" means:
(a)      an independent public authority which is established by a Member State pursuant to Article 51 of the GDPR; and
 
(b)      any similar regulatory authority responsible for the enforcement of Data Protection Laws;
 
"UK Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) ("GDPR"); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and
 
"Year" means each consecutive period of 12 months from the date of your acceptance of these terms.
1.2     Any reference to the singular shall include the plural and vice versa and any reference to one gender shall include all genders including the neuter gender.
 
1.3     Any reference to a person shall, unless the context otherwise requires, include individuals, partnerships, companies and all other legal persons.
 
1.4     The words "include", "includes", "including" and "included" will be construed without limitation unless inconsistent with the context.
 
2.1     Our relationship will be that of independent contractors and nothing contained in these terms shall create a relationship of employer and employee, principal and agent or partnership between us.
 
2.2     You shall not pledge our credit or sign any document, enter into any agreement or make any promise on our behalf of the other or in any way indicate entitlement to do so without our prior written consent.
2.3     As introducer, you shall at all times be responsible for the acts and omissions of the personnel involved in the provision of the Introducer Services and you shall be responsible for paying all tax, PAYE and national insurance contributions of the personnel performing the Introducer Services.
 
3.1     As the introducer, you shall introduce Potential Customers to us in accordance with these terms.
 
3.2     You shall:
3.2.1  perform the Introducer Services in a diligent manner in accordance with all Laws;
 
3.2.2  at all times act towards us in good faith and not let your own personal interest conflict with the duties owed to us under these terms;
 
3.2.3  at our request, advise and assist us with respect to an Introduction and comply with the reasonable requests of the Potential Customer with respect to the applicable Introduction; and
 
3.2.4  not do anything to bring our (or any of our group member’s) name or reputation or any of our or their goods and/or services into disrepute or prejudice the interests of our (or any of our group member’s) business.
 
 

4        Commission

4.1     Subject to clause 4.3, commission shall be payable to you for each Introduction that results in a Qualifying Transaction completed by us, at a rate of 50% of the procuration fee received by us from the Product Provider. For the avoidance of doubt this will not be inclusive of any arrangement fees between Key Retirement Solutions Limited and the introduced client. In the event of a customer renegotiating or not paying the arrangement fee between Key Retirement Solutions Limited and the client, the introducer fee will be reduced to a maximum of 35% of the total amount received by Key Retirement Solutions Limited from the customer and product provider.
 
4.2     When an introduced customer uses any of the “Key Estate Planning” (Will writing, Lasting Power of Attorney, estate planning) that go through to completion, a fee of 20% of the net fee case value (excluding VAT) will be paid to the introducer. Such Commission shall constitute our entire payment liability to you in respect of the Introduction.
 
4.3     If there is an existing agreement in place between you and us in respect of the Introducer Services, that agreement shall take precedence over these terms and shall govern any introduction made by you to us. For the avoidance of doubt, any Commission payable by us to you for a Qualifying Transaction shall be at the rates set out in the relevant agreement.
 
4.4     Commission will become due to you when we have received full payment due from both the Potential Customer and the Product Provider as appropriate to each Qualifying Transaction.
 
4.5     The Commission paid to you shall be inclusive of all taxes, charges, duties and levies except any applicable UK VAT which we shall pay in addition at the rate in and in the manner specified by Law, unless the sum is expressly stated to be inclusive of VAT.
 
4.6     If any sum of money is due to us from you, such sum may be deducted from any sum then due or which may, at any time thereafter, become due to you from us, unless such sum is the subject of a dispute.
 
4.7     You acknowledge and agree that, in exceptional circumstances, we might need to refund a customer after a Qualifying Transaction. In such circumstances, where you have received Commission on such a Qualifying Transaction, we reserve the right to claw back whatever Commission has been paid to you (“Clawback Commission”) by offsetting the Clawback Commission against future Commission payable under these terms or, at our discretion, by issuing an invoice to you in respect of the Clawback Commission which you agree to pay to us within 30 days of the invoice date.
 
4.8     No Commission shall be payable by us to you where an Introduction has been made in breach of these terms, including where Introductions have been made outside of the scope of a Potential Customer’s consent for referral. Accordingly, we have the right to offset any Commission already paid to you for such Introductions against future Commission or, at our discretion, to issue an invoice to you to recover such Commission which you agree to pay us within 30 days of the invoice date.
 
 

5        Cross-Selling and Marketing Consents

5.1     You shall obtain all relevant marketing consents from Potential Customers as are required by us in respect of any of our, or our Product Providers’, products and/or services and in accordance with Data Protection Laws.
 
5.2     Subject to clause 5.1, and in accordance with Data Protection Laws, you acknowledge and agree that we and/or other members of our group may sell, or arrange the sale of, products and/or services to Potential Customers that are different to those for which the Introduction was made and we shall have no obligation or liability to you to pay to you any Commission on such sales.
 
 

6        Warranties and Representations

6.1     You warrant and represent that (and it shall be a condition of payment of your Commission):
 
6.1.1  you have full capacity and authority and all necessary consents (including the express consent from the Potential Customer) to perform the Introduction Services and your obligations under these terms;
 
6.1.2  the Introducer Services will be provided by appropriately trained, qualified and experienced staff; and
 
6.1.3  you have all necessary consents in accordance with Data Protection Laws to provide the details and information of Potential Customers to us (and any member of our group) and for us to hold and process their personal data and information and to contact the Potential Customers in relation to any of our, or our Product Providers’, products and services (in accordance with clause 5) and for any other purposes anticipated by these terms.
 
 

7        Liability

7.1     Nothing in these terms shall limit or exclude any liability that may not be restricted, or excluded, in accordance with Law.
 
7.2     Subject to clauses 7.1 and 7.3, and save in respect of our obligation to pay you Commission, our total liability to you in respect of any and all Defaults (in aggregate and not for each and every Default) that occur in a Year shall not exceed the total Commission paid by us to you in that Year.
 
7.3     Subject to clause 7.1, we will not under any circumstances be liable to you for any loss of profit, loss of revenue, loss of goodwill, loss of data, interruption to your business, loss of opportunity or loss of anticipated savings; whether direct or indirect and regardless of whether you have advised us of the possibility of such loss.
 
7.4     Subject to clause 7.1, we will not be liable to you for any indirect, consequential or special loss or damage.
 
 

8        Indemnity

8.1     You will fully indemnify us and hold us and our group members harmless from and against any and all losses, damages, claims, costs and expenses (including legal expenses) suffered or incurred by or awarded against us and/or our group members as a result or in connection with:
8.1.1  any breach of the Data Protection Laws, our privacy policy found in clause 10 and your obligations to obtain the consents of Potential Customers in accordance with these terms; and
 
8.1.2  any claim or complaint made against us by a Potential Customer where you have not obtained their consent for referral.
 
 

9        Confidentiality and Your Information

9.1     If you choose, or you a provided with, a password or other piece of information as part of our registration or security procedures, you must treat such information as confidential and you must not disclose it to a third party.
 
9.2     We have the right to disable any user identification information or password at any time if you fail to comply with these terms.
 
9.3     If you know or suspect that anyone other than you knows your user identification information or password, you must promptly notify us by calling 0800 138 1663.
 
9.4     We agree to keep your Information confidential and you agree to keep our Information confidential, save where a disclosure is required by Law or where the information is already known to the public.
 
 

10      Data Protection

We will only use your personal data and that of the Potential Customers, as set out in our privacy policy, which can be found at https://www.keypartnerships.co.uk/legal/privacy-policy and you hereby agree to comply with the terms of the policy.
 
 

11      Suspension or Withdrawal

11.1   We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons.
 
11.2   You are responsible for ensuring that all persons who access our site through your internet connection are authorised to access the site, are aware of these terms and other applicable terms and conditions and that they comply with them.
 
11.3   We may revoke your registration on the site and/or deactivate your account with us at any time and for any reason whatsoever without notifying you. If we have revoked your registration and/or deactivated your account due to a breach of the terms, we shall have no liability you in respect of any Commission that was payable but had not yet been paid to you and you agree that you will not after such point attempt to use the site or provide Introductions to us whether through our site or otherwise without our prior written consent.
 
 

12      Third party websites

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
 
 

13      Security and using our site

13.1   We do not guarantee that our site will be free from viruses, Trojans, malware and other malicious or technically harmful material. You are responsible for using your own virus protection software.
 
13.2   You must not misuse our site by introducing viruses, Trojans, malware and other malicious or technically harmful material. You must also not attempt to gain or allow others to gain unauthorised access to our site, the server on which our site is stored, or any server, computer or database connected to our site.
 
13.3   You may link to our home page, provided you do so in a way that is fair and compliant with Law and does not damage our reputation nor take advantage of it. Your link must not suggest any form of association, approval or endorsement on our part. We reserve the right to withdraw linking permission at any time without notice.
 
13.4   We are the owner of or the licensee of all intellectual property on our site and the material published on it. All such rights are reserved and you are not permitted to use any of the aforesaid without our prior written consent save for as necessary for you to access our site and effect Introductions through it.
 
 

14      Transfer

We may transfer our rights and obligations under these terms to another organisation without notice to you.
 
 

15      Governing law

15.1   Our site is directed to people residing in the United Kingdom. We do not represent that the content, products or services available on or through our site are appropriate for use or available in other locations.
 
15.2   These terms and their subject matter and formation (and any non-contractual disputes or claims) are governed by English law and the exclusive jurisdiction of the English courts.