TERMS & CONDITIONS FOR AGREEMENT FOR INTRODUCTION OF CLIENTS

CURRENCY SOLUTIONS LIMITED (CSL) and NAMED INTRODUCER

LAST UPDATED*: 16th July 2020*

1. Interpretation

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

1.1 Definitions:

• “Agreement” means this agreement including the sections entitled “Parties”, “Further Information including Contact Details”, “Background”, “Execution” and “General Terms”.
• “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are not open for business.
• “Introduction” means the provision to CSL of CSL’s referral form or, at CSL’s discretion, any other medium containing the same information as is requested in the referral form, containing (amongst other information) contact details of the Relevant Client or of an employee at a Relevant Client who knows one or more individuals at the Introducer and is of sufficient seniority to authorise or recommend the purchase of the Services from CSL. “Introduce”, “Introduces”, and “Introduced” shall be interpreted accordingly; and
• “Named Introducer” means a person or legal entity entering into an Agreement with CSL.
• “Introduction Date” means for each Relevant Client, the date during the term of this Agreement on which the Introducer first Introduces such Relevant Client to CSL.
• “Relevant Client” means a person resident or having its principal place of business in the Territory which has not:
  • (a) during the [12 months] preceding the Introduction Date been provided with the Services by CSL; or
  • (b) during the [6 months] preceding the Introduction Date, been in bona fide negotiations with CSL;
• “Relevant Contract” means a contract for the supply of Services between CSL and a Relevant Client who was Introduced by the Introducer;
• “Services” means contracts to sell money in various currencies whether for immediate delivery (generally known as a spot contract) or for delivery at a stage in the future (generally known as a forward contract).
• “Territory” means the United Kingdom and the European Economic Area.

1.2 Person. 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 All sections of this Agreement apply. All sections of this Agreement, including the sections entitled “Parties”, “Further Information including Contact Details”, “Background”, “Execution” and “General Terms” 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 sections “Parties”, “Further Information including Contact Details”, “Background”, “Execution” and “General Terms”.

1.4 Amendments to statutes. 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 Subordinate legislation. 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 Writing. A reference to writing or written includes e-mail.

1.7 Including. 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 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006

2. Introductions

2.1 Appointment. CSL appoints the Introducer to identify Relevant Clients for CSL and to make Introductions of such persons on the terms of this Agreement.

2.2 Contractual Period.

Introducers must refer to section 2 of the agreement form sent out separately by email, titled ‘CSL Affiliate Agreement’

2.3 Duties of Introducer.

• (a) Good faith. The Introducer shall serve CSL faithfully and diligently and not to allow its interests to conflict with its duties under this Agreement;
• (b) Introductions. The Introducer shall use its best endeavours to make Introductions of Relevant Clients;
• (c) Reports. The Introducer shall report in writing to CSL from time to time on progress made with Relevant Clients;
• (d) Record keeping obligation. The Introducer shall keep separate records and full and accurate accounts of all business transacted under this Agreement. This will include recording all telephone conversations with Relevant Clients so that they can be reviewed by CSL and restricting calls from mobiles which do not record calls.
• (e) Compliance with relevant requirements. The Introducer shall comply, and ensure that its employees, agents, representatives and any persons who provide services to the Introducer under a contract of services or a contract for service, comply with all relevant requirements that apply to the Introducer’s activities pursuant to this Agreement.
• (f) Compliance with instructions. The Introducer shall comply with all reasonable and lawful instructions and requests of CSL including giving CSL and its auditors any of its books, files, accounts, telephone recordings with Relevant Clients or persons the Introducer wishes to be Relevant Clients, vouchers and providing information and explanations to CSL’s officers so that CSL can monitor the general compliance of the Introducer to the terms of this Agreement and its general obligations.
• (g) Co-operating with regulators. The Introducer shall co-operate with the Financial Conduct Authority, the Information Commissioner’s Office and any other regulator CSL requests that the Introducer co-operates with in any information gathering exercise including being readily available for meetings, granting access to records and business premises and answering questions.
• (h) Training of staff. The Introducer shall ensure its staff meet appropriate training and competence requirements.

2.4 Limited scope of authority.

• (a) No authority to bind. The Introducer shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind CSL in any way and shall not do any act which might reasonably create the impression that the Introducer is so authorised.
• (b) No authority to contract or negotiate. The Introducer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of CSL, 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 Relevant Clients.
• (c) No advice. The Introducer shall not provide any advice relating to the Services to the Relevant Clients.
• (d) No authority to issue financial promotions. The Introducer shall not issue financial promotions without the prior written consent of CSL.
• (e) Introducer shall not hold client money. The Introducer is prohibited from holding any client money of Relevant Clients. If client money is received by the Introducer, it must contact CSL immediately to arrange for this client money to be paid immediately to a client bank account of CSL.

2.5 Obligation to disclose limits on authority. The Introducer must disclose to each Relevant Client that:

• (a) it is an introducer of CSL: and
• (b) 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 CSL or provide any advice on the Services or provide any indicative prices for the Services.

2.6 Introducer applying for authorisation. The Introducer will not apply for authorisation from the Financial Conduct Authority or the Prudential Regulation Authority without prior agreement from CSL.

2.7 Marketing. The Introducer shall at all times:

• (a) comply with CSL's marketing guidelines;
• (b) not produce any marketing material for CSL’s Services or use CSL’s name, logo or trade marks on any marketing material for the Services without the prior written consent of CSL.

2.8 Limits on representations. The Introducer shall not, without CSL’s prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in CSL’s marketing material.

3. Commission

Introducers must refer to section 3.1 or 3.2 of the agreement form sent out separately by email, titled ‘CSL Affiliate Agreement’

4. Payment of Commission

4.1 Subject to the remaining provisions of this clause 4, CSL shall pay Commission to the Introducer, in relation to every Relevant Contract, in the month immediately following the date on which such Relevant Contract is closed out or settled in full.

4.2 CSL shall, within 15 Business Days of the end of each calendar month, send to the Introducer a statement (“Commission Statement”) confirming the Commission on all Relevant Contracts closed out and settled during the prior month together with details of all Relevant Contracts entered into during that month.

4.3 The Commission, set out in the Commission Statement, shall be paid to the Introducer (whether invoiced by the Introducer or not and irrespective of any payment terms contained on the Introducer’s invoice) within 20 Business Days of the end of each calendar month provided that the Commission payable for that month is greater than £50. If the Commission in any such month is less than £50, such monies will be held by CSL until the aggregate Commission payable to the Introducer is greater than £50.

4.4 In entering into this Agreement, the Introducer understands that all Commission payable under this Agreement is exempt from VAT (or any other similar sales tax). In the event, however, that the Commission or any commission paid prior to the date of this Agreement is deemed not to be exempt from VAT (or any other similar sales tax), the Commission paid or payable to the Introducer shall be deemed to be inclusive of VAT (or any other similar sales tax) and the Introducer shall remain solely liable for its payment to HMRC. Furthermore, the Introducer will ensure that VAT invoices are issued to CSL as appropriate and in any case within 30 days of receipt of a ruling from HMRC that the Commission or any commission is subject to VAT.

4.5 All Commission payable under this Agreement 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 CSL is required by law to deduct withholding tax from sums payable to the Introducer. If CSL is so required, then CSL shall take all reasonable steps necessary to: lawfully avoid making any such deductions; or enable the Introducer to obtain a tax credit in respect of the amount withheld.

4.6 Commission shall be calculated in Sterling and paid into the Introducer Bank Account, the details of which are set out in the section entitled “Further Information including Contact Details”, as same may be updated from time to time by notice in writing to CSL. If the Introducer Bank Account is in a currency other than Sterling, the Commission will be converted at the prevailing market rate determined by CSL on the day of payment of Commission into the currency of the Introducer Bank Account.

4.7 In the event that a Relevant Client fails to make a payment to CSL under a Relevant Contract of monies properly due to CSL, CSL shall be entitled to withhold all or any Commission otherwise payable to the Introducer relating to that Relevant Client until such time as the Relevant Client has paid such monies in full.

4.8 Accounts and records. CSL shall keep separate accounts and records giving correct and adequate details of all Relevant Contracts entered into by CSL, all payments received under them and details of how the Commission was calculated for each Relevant Contract. CSL shall permit the duly appointed representatives of the Introducer at all reasonable times, but no more than once in any 12 month period, to inspect all such accounts and records and to take copies of them. For the avoidance of doubt, all rights in such records (including database right and copyright) shall belong to CSL.

4.9 Disputes about Commission. If any dispute arises as to the amount of Commission payable by CSL to the Introducer, CSL shall appoint an independent auditor of repute with experience in the Services and the parties shall agree with the auditor the terms of their appointment. If the parties are unable to agree on the terms of appointment within seven days of one party sending to the other draft terms of appointment, either party shall then be entitled to request ICAEW (the Institute of Chartered Accounts in England and Wales) to appoint an auditor of repute with experience in the Services and for the ICAEW to agree with the auditor the terms of appointment. The auditor is required to prepare a written decision including reasons and give notice (including a copy) of the decision to the parties within a maximum of three months of the matter being referred to the auditor. If the auditor dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause then:

• (a) either party may discharge the auditor and appoint or apply to the ICAEW to appoint a replacement auditor with the required expertise; and
• (b) this clause shall apply to the new auditor as if they were the first auditor appointed.

The auditor shall act as an expert and not as an arbitrator. The auditor shall determine the amount of Commission payable which may include any issue involving the interpretation of any provision of this Agreement, their jurisdiction to determine the matters and issues referred to them and/or their terms of reference. The auditor may award interest as part of their decision. The auditor’s written decision on the matters referred to them shall be final and binding on the parties in the absence of manifest error or fraud. The auditor’s fees and any costs properly incurred by them in arriving at their determination (including any fees and costs of any advisers appointed by the auditor) shall be borne by the Introducer. All matters concerning the process and result of the determination by the auditor shall be kept confidential among the parties and the auditor. Each party shall act reasonably and co-operate to give effect to the provisions of this clause and otherwise do nothing to hinder or prevent the auditor from reaching their determination. The auditor shall have not liability to the parties for any act or omission

5. Duties and Obligations of the Introducer

5.1 During the term of this Agreement, the Introducer shall:

• (a) carry out its duties and obligations with all due care, skill and ability and use its best endeavours to promote the interests of CSL;
• (b) promptly give to CSL all such information and reports as it may reasonably require in connection with matters relating to its duties and obligations set out in this Agreement.

5.2 Unless specifically authorised to do so by CSL in writing, the Introducer shall not:

• (a) have any authority to incur any expenditure in the name of or for the account of CSL; or
• (b) hold itself out as having authority to bind CSL.

5.3 The Introducer may use a third party to perform any administrative, clerical or secretarial functions provided that:

• (a) CSL will not be liable to bear the cost of such functions; and
• (b) at CSL’s request the third party shall be required to enter into direct undertakings with CSL, including with regard to confidentiality.

5.4 The Introducer shall:

• (a) comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
• (b) 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;
• (c) 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;
• (d) notify CSL (in writing) if it becomes aware of any breach of clause 5.4(a) or 5.4(b), or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of this Agreement;
• (e) immediately notify CSL (in writing) if a foreign public official becomes an officer or employee of the Introducer or acquires a direct or indirect interest in the Introducer and the Introducer warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this Agreement;
• (f) 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 5.4 ("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 CSL for any breach by such persons of any of the Relevant Term;
• (g) if it or any of its employees or representatives is or becomes a shareholder, Introducer, promoter, director, officer, agent, manager, employee, consultant or independent contractor to any Relevant Client Introduced to CSL it shall notify CSL of such appointment and require the Relevant Client to notify CSL that they are aware of this Agreement, its contents and the arrangement between the Introducer and CSL. For the avoidance of doubt, CSL may require the Relevant Client to execute a statement to this effect; and
• (h) within one month of the date of this Agreement, and annually thereafter, certify to CSL in writing, its compliance with this clause 5.4. The Introducer shall provide such supporting evidence of compliance as CSL may reasonably request.

5.5 The Introducer shall:

• (a) not engage in any activity, practice or conduct which would constitute either:
  • (i) a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or
  • (ii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
• (b) promptly report to CSL any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 or any suspected tax evasion offences or facilitation of tax evasion offences, whether under UK law or under the law of any foreign country, in connection with the performance of this Agreement;
• (c) ensure that all persons associated with the Introducer or other persons who are performing services in connection with this Agreement comply with this clause 5.5; and
• (d) within one month of the date of this Agreement, and annually thereafter, certify to CSL in writing compliance with this clause 5.5 by the Introducer and all persons associated with the Introducer or other persons who are performing services in connection with this Agreement. The Introducer shall provide such supporting evidence of compliance as CSL may reasonably request.

5.6 The Introducer agrees that any material breach of this clause 5 shall be deemed to be a material breach of this Agreement in accordance with clause 18.1(b).

6. Warranties

6.1 The Introducer warrants as follows at the date of this Agreement and each time an Introduction is made:

• (a) that it is solvent;
• (b) that it is suitable to act as an Introducer;
• (c) that it will provide CSL with all information for it to be able to assess compliance with clause 6.1(a) and (b) above;
• (d) that it has full capacity to enter and perform its obligations under this Agreement and has and will have taken all requisite corporate action (if required) to authorise the execution, delivery and performance of this Agreement.

7. Confidentiality

7.1 Obligations of confidentiality. Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 7.2.

7.2 Confidentiality exceptions. Each party may disclose the other party’s confidential information:

• (a) 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 7; and
• (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3 Limited use of confidential information. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.

7.4 Return of documents and records. All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Introducer from CSL shall be returned promptly to CSL on termination or expiry of this Agreement, and no copies shall be kept, whether digitally or otherwise.

8. Compliance

Compliance. Each party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

9. Data protection

9.1 Definitions.

• (a) “Agreed Purposes” means:
  • (i) each party complying with its obligations under this Agreement which will include the Introducer providing details of Relevant Clients and their employees to CSL;
  • (ii) CSL providing the Services to the Relevant Clients.
• (b) “Controller”, “joint controller”, “data controller”, “processor”, “data processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures” have the meanings set out in the Data Protection Legislation in force at the time.
• (c) “Data Protection Legislation” means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
• (d) “Permitted Recipients” means the parties to this Agreement, the employees of each party, any third parties engaged to perform obligations in connection with this Agreement.
• (e) “Shared Personal Data” means the personal data to be shared between the parties under this Agreement. Shared Personal Data shall be confined to the following categories of information relevant to the Permitted Recipients, the Introducer’s ultimate beneficial owners and the Relevant Clients:
  • (i) name;
  • (ii) address;
  • (iii) passport and driving licence number;
  • (iv) photograph;
  • (v) email address;
  • (vi) telephone number (whether landline or mobile);
  • (vii) customer number from a utility supplier or banker;
  • (viii) bank account details.

9.2 Shared Personal Data. The provisions which follow set out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the “Data Discloser”) will regularly disclose to the other party (the “Data Recipient”) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:

• (a) ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
• (b) give full information to any data subject whose personal data may be processed under this Agreement of the nature such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;
• (c) process the Shared Personal Data only for the Agreed Purposes;
• (d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
• (e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;
• (f) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
• (g) not transfer any personal data obtained from the Data Discloser outside of the European Economic Area unless the prior written consent of the data subject has been obtained and the following conditions are fulfilled:
  • (i) the transfer complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
  • (ii) the transferring party complies with its obligations under the Data Protection Legislation ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.

9.3 Compliance: Each party shall comply with the Data Protection Legislation, including our Privacy policy and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.

9.4 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

• (a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
• (b) promptly inform the other party about the receipt of any data subject access request;
• (c) provide the other party with reasonable assistance in complying with any data subject access request;
• (d) assist the other party, at the cost of the other party, 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;
• (e) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
• (f) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the personal data;
• (g) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
• (h) maintain complete and accurate records and information to demonstrate its compliance with this clause 9; and
• (i) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

10. Audits

10.1 The Introducer shall allow CSL and any auditors of or other advisers to CSL or the Financial Conduct Authority or the Information Commissioner’s Office or any other regulator notified by CSL to the Introducer to access any of the Introducer’s premises, Introducer’s personnel and relevant records as may be reasonably required in order to:

• (a) fulfil any legally enforceable request by the Financial Conduct Authority, the Information Commissioner’s Office or any other regulatory body; or
• (b) undertake verification that all obligations of the Introducer are being performed in accordance with this Agreement; or
• (c) undertake verification that the Introducer is complying with this Agreement and Data Protection Legislation including implementing appropriate technical and organisational measures to protect again unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

10.2 CSL shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Introducer.

10.3 Subject to CSL’s confidentiality obligations, the Introducer shall provide CSL (and its auditors and other advisers) with all reasonable co-operation, access and assistance in relation to each audit.

10.4 CSL shall provide at least 15 Business Days’ notice of its intention to conduct an audit unless such audit is conducted in respect of a suspected fraud, in which event no notice shall be required.

10.5 The parties shall bear their own costs and expenses incurred in respect of compliance with their obligations under this clause 10, unless the audit identifies a material default by the Introducer, in which case the Introducer shall reimburse CSL for all its reasonable costs incurred in the course of the audit.

10.6 Subject to clause 10.7, CSL shall not conduct more than one audit per year unless it is required to do so by a regulator.

10.7 CSL may increase the extent to which it monitors the Introducer if the Introducer fails to fulfil its obligations under this Agreement. CSL shall give the Introducer prior notification of its intention to increase the level of its monitoring. The Introducer shall bear its own costs in complying with CSL in relation to any monitoring which is conducted by CSL pursuant to this clause 10.

11. Online Content

11.1 The Introducer’s website must not:

• (a) promote illegal activities, violence, discrimination based on race, sex, sexual orientation, age, religion, nationality or disability or display any information or material which harasses, annoys or disrupts any third party, is unlawful, threatening, abusive, defamatory, obscene, vulgar, pornographic, profane or indecent or infringes the rights of any other person;
• (b) duplicate content from CSL’s website or such other website that might be owned or operated by CSL from time to time;
• (c) copy or resemble the look and feel of the layout of either CSL’s website or otherwise represent to users that the Introducer is an agent of CSL;
• (d) use CSL’s brand names as part of a domain or in a website URL including misspellings and/or variations;
• (e) operate so as to transmit or send viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation to any person; or
• (f) misrepresent or embellish the relationship between the Introducer and CSL.

11.2 The Introducer is solely responsible for the development, operation and maintenance of its website and for all materials and links that appear on the website.

11.3 Any content used to promote CSL must first be approved by CSL in writing prior to publication in any form. Under no circumstances can the content appear online without CSL’s prior approval.

11.4 CSL may, in its absolute discretion, monitor the Introducer’s website and shall notify the Introducer of any aspect of the Introducer’s website that CSL reasonably considers to be unacceptable with regard to this Agreement. On notification of such an infringement the Introducer shall change the Introducer’s website to remove any such unacceptable content as soon as reasonably practicable and in any event, no later than 7 Business Days after being notified by CSL. Failure to do so will constitute an irremediable material breach in accordance with clause 18.1(b).

11.5 CSL may provide the Introducer with content for publication on the Introducer’s website and such content remains CSL’s intellectual property and must be removed if requested by CSL or upon termination or expiry of this Agreement.

11.6 The Introducer hereby gives CSL authorisation to directly instruct digital service providers to remove any content featuring or provided by CSL in the event that the Introducer is rendered bankrupt or insolvent.

12. Natural Search

The Introducer shall not optimise its website, blogs and/or marketing material to appear above CSL’s website in any natural search listings for CSL brand keywords.

13. Pay per click or paid search (“PPC”) restrictions

13.1 The Introducer shall not, without CSL’s prior written consent:

• (a) engage in any PPC advertising where such advertisements include any trade mark, target or other intellectual property rights owned by CSL or any brand terms, brand permutations and misspellings; or
• (b) use vanity URL’s which include any trademark or other intellectual property rights owned by CSL or any brand terms, brand permutations and misspellings

13.2 The Introducer shall:

• (a) use reasonable endeavours to ensure that the Introducer’s online advertisement does not appear above any of CSL’s advertisements that appear in response to the same search term; or
• (b) not copy any element of any PPC search-listing text used by CSL.

14. Brand Guidelines

14.1 The Introducer shall display its own trademark (word and/or logo) prominently on its website and shall ensure that a customer browsing the Introducer’s website is given enough information to convey the message that its website is not operated by or on behalf of CSL.

14.2 The Introducer shall ensure that any written statement promoting CSL displayed on its website is written from a third party perspective.

15. Intellectual Property

15.1 CSL grants the Introducer a non-exclusive, royalty-free, revocable licence to use and display CSL’s trademarks and other intellectual property rights on the Introducer’s website solely for the purpose of promoting CSL and creating links to CSL’s website provided always that such promotion is in accordance with the terms and conditions of this Agreement.

15.2 Nothing in this document shall grant to the Introducer any right to use any of the trade marks as part of the Introducer’s corporate or trading name and the Introducer undertakes not to do so or to otherwise to hold the Introducer out as being CSL’s agent.

15.3 The Introducer acknowledges that all content on CSL’s website is proprietary to or licenced by CSL and may not be reproduced, modified, transmitted, displayed, published or distributed without CSL’s prior written consent.

16. Limitation of liability

16.1 No limitation of Liability. Nothing in this Agreement will limit or exclude the liability of a party for any Losses to the extent that they are caused by or arise or are incurred as a result of:

• (a) Death or personal injury. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).
• (b) wilful misconduct, fraud or fraudulent misrepresentation of that party and/or its employees and/or its representatives;
• (c) Unlawful liability restrictions. Any matter in respect of which it would be unlawful to exclude or restrict liability.

16.2 Limitations of liability. Subject to clause 16.1 above:

• (a) Loss of profit, revenue, goodwill, or anticipated savings. No party to this Agreement will be liable to the other party under any circumstances or its representatives including whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
  • (i) any loss of profit, sales, revenue, or business (whether direct or indirect);
  • (ii) loss of sales;
  • (iii) loss of bargain;
  • (iv) loss of opportunity;
  • (v) loss of anticipated savings;
  • (vi) loss of or damage to goodwill;
  • (vii) loss of agreements or contracts;
  • (viii) loss of computer equipment;
  • (ix) any indirect or consequential loss or damage (howsoever arising) which may arise in connection with this Agreement even if such loss was reasonably foreseeable.
  • (x) loss of use or corruption of software, data or information;
  • (xi) any loss arising out of the lawful termination of this Agreement or any decision not to renew its term, and/or
  • (xii) any loss that is an indirect or secondary consequence of any act or omission of the party in question.
• (b) Liability for supply of Services. The liability of CSL arising in connection with the supply of Services shall be as set out in CSL’s applicable terms and conditions.

16.3 No limitations in respect of deliberate default. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

17. Onboarding and ongoing checks and compliance

17.1 CSL will require the Introducer to:

• (a) provide certain due diligence documentation to CSL including information on the Introducer’s solvency, knowledge, skills and expertise;
• (b) subject itself and its directors, partners, staff and ultimate beneficial owners (as requested by CSL) to searches and fitness and proprietary checks requested by CSL, including disclosure and barring services checks and credit checks,

both:

• (c) prior to onboarding the Introducer as its introducer and on an annual basis thereafter; and
• (d) at any time requested by CSL.

17.2 The Introducer confirms that prior to signing this Agreement:

• (a) (if the Introducer is an individual) it has provided its consent to the searches set out in clause 17.1(b); or
• (b) (if the Introducer is not an individual) each director, partner, member of staff and ultimate beneficial owner which is to be subject to the searches set out in clause 17.1(b) has provided its consent, for CSL or a third party on its behalf carrying out such checks.

17.3 If the Introducer, in CSL’s view, fails to comply adequately with clause 17.1, within a reasonable time, then CSL reserves the right to: refuse all Introductions made by the Introducer to CSL; and/or terminate this Agreement in accordance with clause 18.1(b).

18. Termination

18.1 Termination on notice. 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:

• (a) 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 90 days after being notified in writing to make such payment;
• (b) 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 30 days after being notified in writing to do so;
• (c) 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;
• (d) 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
• (e) 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 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;
• (f) 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 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;
• (g) 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;
• (h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
• (i) 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;
• (j) the other party (being an individual) is the subject of a bankruptcy petition or order;
• (k) 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 14 days;
• (l) 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 18.1(d) to clause 18.1(k) (inclusive);
• (m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

18.2 Termination on notice. Without affecting any other right or remedy available to it, CSL may terminate this Agreement with immediate effect by giving written notice to the Introducer if the Introducer:

• (a) (being an individual) is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
• (b) is in the reasonable opinion of the board of directors of CSL negligent or incompetent in its performance under this Agreement;
• (c) (being an individual) is incapacitated (including by reason of illness or accident) from fulfilling its obligations under this Agreement for an aggregate period of 12 weeks in any 52-week consecutive period;
• (d) commits any fraud or dishonesty or acts in any manner which in the opinion of CSL brings or is likely to bring the Introducer or CSL into disrepute or is materially adverse to the interests of CSL;
• (e) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

18.3 Termination for breach of compliance obligations. CSL may terminate this Agreement on notice with immediate effect if the Introducer is in breach of its compliance obligations in clause 5 and clause 8.

18.4 Termination for breach of compliance obligations. CSL may terminate this Agreement on notice with immediate effect if the Introducer is in breach of its compliance obligations in clause 7.

19. Consequences of termination

19.1 Clauses to remain in force on termination. On termination of this Agreement the following clauses shall continue in force: clause 1, clause 3, clause 7 to clause 17 (inclusive) and clause 19 to clause 32 (inclusive).

19.2 Accrued rights. 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.

19.3 Commission payments upon termination or expiry of this Agreement. The Introducer shall be paid Commission for 3 months after termination of this Agreement for Relevant Contracts entered into before the date of termination or expiry of this Agreement.

19.4 Notwithstanding clause 19.3, CSL reserves the right to cease paying any Commission upon termination if the Introducer has acted fraudulently, dishonestly or criminally or if it would be unlawful for CSL to pay the Commission.

20. Status

20.1 The relationship of the Introducer to CSL will be that of independent contractor and nothing in this Agreement shall render it an employee, worker, agent or partner of CSL and the Introducer shall not hold itself out as such.

20.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Introducer shall be fully responsible for and shall indemnify CSL for and in respect of:

• (a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the Introducer's performance of this Agreement, where the recovery is not prohibited by law;
• (b) all reasonable costs, expenses and any penalty, fine or interest incurred or payable in connection with or in consequence of liability, deduction, contribution, assessment or claim set out in clause 20.2(a), other than where the latter arise out of CSL’s negligence or wilful default; and
• (c) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Introducer against CSL arising out of or in connection with the provision of this Agreement, except where such claim is as a result of any act or omission of CSL.

20.3 CSL may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Introducer.

21. No partnership or agency

21.1 No partnership or agency between the parties. 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.

21.2 No agency on behalf of third party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22. Entire agreement

22.1 Entire agreement. 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.

22.2 No reliance on matters outside Agreement. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

22.3 Misrepresentation and misstatement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

22.4 Fraud. Nothing in this clause shall limit or exclude any liability for fraud.

23. Amendments

We may amend this agreement by giving the Introducer 20 Business Days’ notice in writing and such amendment shall be binding on the Introducer.

24. Assignment and other dealings

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.

25. No automatic waiver

25.1 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.

25.2 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.

26. Severance

26.1 Deemed modification or deletion. 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.

26.2 Obligation to negotiate compliance amendments. 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.

27. Notices

27.1 Form of notices. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:

• (a) addressed to that party at one of its addresses for the relevant party set out in the "Further Information including Contact Details" section of the Agreement as same may be updated from time to time by notice in writing to the other party (if being delivered personally, or sent by pre-paid first class post or other next Business Day delivery service, or by commercial courier); or
• (b) sent by email to the email addresses for the relevant party set out in the "Parties and Contact Details" section of the Agreement as same may be updated from time to time by notice in writing to the other party.

27.2 Deemed receipt of notices. A notice or other communication shall be deemed to have been received:

• (a) if delivered personally, when left at the address referred to in clause 27.1;
• (b) 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;
• (c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or
• (d) if sent by email, one Business Day after transmission.

27.3 Exclusions from notice provisions. This clause 27 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 sub-clause 27.3, “writing” shall not include email.

28. Counterparts

28.1 Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement. If either method of delivery is adopted, without prejudice to the validity of the Agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.

28.2 No counterpart shall be effective until each party has executed and delivered at least one counterpart.

29. 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.

30. Exclusivity

Introducers must refer to section 4 of the agreement form sent out separately by email, titled ‘CSL Affiliate Agreement’

31. 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.

32. 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).