Intermediaries are requested to retain a copy of these Terms for future reference
Standard Life Home Finance uses the Standard Life brand under licence from Standard Life Assets and Employee Services Limited. The Standard Life name and logo are registered trade marks of Standard Life Assets and Employee Services Limited.
Set out below are the Terms upon which the Company deals with Intermediaries of which you are one. It is important that as an Intermediary you read and fully understand these Terms.
These Terms shall be deemed to have been accepted by an Intermediary by virtue of an Intermediary sending the Company the Application, or by signing the Intermediary Application.
Terms for Intermediaries
1. APPLICATION
1.1 These Terms set out the terms and conditions that will govern the conduct of Business between the Company and Intermediaries, whenever:
1.1.1 an Intermediary submits an application form to the Company to open an account with the Company (“Intermediary Application”), and the Company accepts the application; and
1.1.2 The Company receives an Application from an Intermediary on behalf of a Customer in respect of a Product, and the business is accepted by the Company or anyone else for whom the Company is arranging business.
2. DEFINITIONS
2.1 The following words shall have the following meanings in these Terms:
'Advance' means any loan or sale of the whole or part of a reversionary interest made pursuant to a Product;
‘Applicant’ means a Customer who makes a submission to the Company in respect of a Product;
‘Application’ means the application the Intermediary submits or will submit (as the context requires) to the Company on behalf of a Customer in respect of a Product;
‘Appointed Representative’ has the meaning given to it in section 39(2) of FSMA;
‘Business’ means home finance mediation activity as defined in the Handbook;
‘Business Day’ means a day (other than a Saturday or a Sunday) on which banks are open for business in the United Kingdom;
‘Client Money’ has the meaning ascribed to it in the FCA’s Client Assets sourcebook ('CASS') as may be amended and/or replaced from time to time;
‘Commission’ means the Commission payable by the Company to an Intermediary on the Commission Payment Date in respect of a Completion and each Subsequent Completion;
‘Commission Payment Date’ means the date on which Commission shall become due to an Intermediary, being a date 28 days after Completion, and in relation to any Subsequent Completion, 28 days after such Subsequent Completion;
‘Commission Schedule’ means the current commission schedule as notified by the Company to the Intermediary (and as may be amended by the Company) from time to time, such commission schedule containing (but not limited to):
(a) details of the Rates of Commission payable to an Intermediary; and
(b) details of the steps an Intermediary must take to elect that the Company transfer all or part of the Commission due and payable to the Intermediary in respect of a Completion, or Subsequent Completion, to a Customer or Customers;
‘Commission Statement’ means a statement of the Intermediary’s account with the Company, as produced and issued by the Company to an Intermediary within 28 days of Completion, and any Subsequent Completion (where relevant), in relation to a Product, such commission statement showing the Commission due and payable to the Intermediary;
‘Completion’ means legal completion of any Advance in accordance with its terms;
‘Company’ means Standard Life Home Finance Limited. Registered in England No 13352642. Registered Office: Baines House, Midgery Court, Pittman Way, Fulwood, Preston PR2 9ZH.
‘Customer’ means the Applicant or a prospective Applicant, who is a customer of the Intermediary;
‘Data Protection Laws’ means all applicable laws relating to data protection, the processing of personal data and privacy, including:
(a) the Data Protection Act 2018
(b) the General Data Protection Regulation (EU) 2016/679 (“GDPR”);
(c) the GDPR as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”); and
(d) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications),
and references to “Controller”, “Data Subjects”, “Personal Data”, “Personal Data Breach”, and “Process/Processing” have the meanings or the closest equivalent meanings set out in, and will be interpreted in accordance with, such Data Protection Legislation;
‘Electronic Services’ means all Services provided through electronic media, including through the Company’s website, email and all third party electronic services supported by the Company;
'ERC Rules' means rules and guidance published by the Equity Release Council from time to time;
‘FCA’ means the Financial Conduct Authority or any successor body to it for the purposes of regulation of any regulated mortgage contract, or home reversion plan, each as defined in the Handbook;
‘Firm’ has the meaning ascribed to it in the Handbook;
‘FSMA’ means the Financial Services and Markets Act 2000, as may be amended and or, replaced from time to time;
‘Group’ means in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company, applying the definitions of "subsidiary" and "holding company" as set out in section 1159 of the Companies Act 2006. References to "member of its Group" or similar shall be construed accordingly;
‘Handbook’ means the FCA handbook of rules and guidance;
‘Information’ means any and all documentation and information, whether commercial, financial, technical, operational or otherwise relating to the business, affairs, customers, suppliers or methods of one party (and in the case of the Company its other members of its Group) and disclosed to or otherwise obtained by the other Party in connection with this Agreement;
‘Intermediary’ means a financial advisor, broker or mortgage broker who is an FCA authorised person (to include Networks) and who has the relevant Permission(s) (if any) required, in respect of Business being conducted with Customers, pursuant to these Terms (either directly or indirectly via its agent or its Appointed Representative), and from whom the Company may accept Submissions following conduct of that Business;
‘Intermediary Application’ has the meaning set out in clause 1.1.1;
‘Network’ has the meaning ascribed to it in the Handbook;
‘Party’ means each of the parties to these Terms;
‘Permission’ means one or more permissions granted under Part 4A of FSMA to carry on regulated activities;
‘Permitted Purposes’ means Processing of Personal Data as reasonably necessary for the performance of each Party's obligations under the Agreement and for each Party’s compliance with applicable laws;
‘Product’ means any regulated mortgage contract, or home reversion plan, each as defined in the Handbook as may be notified by the Company to the Intermediary from time to time for the purposes of this Agreement;
‘Rate of Commission’ means the rate of commission payable by the Company to the Intermediary on the funds received by a Customer pursuant to an Advance as set out in the Commission Schedule as may be amended by the Company from time to time;
‘Rules’ means all laws, regulations, rules, duties and obligations which apply to or are relevant to the Business in particular FSMA, the Handbook, and the ERC Rules, in each case as may be amended and/or replaced from time to time;
‘Service Providers’ means any supplier of goods and/or services to the Company or its Group from time to time;
‘Services’ means the Services, including Electronic Services, the Company will provide to Intermediaries in order to facilitate, subject to these Terms, the Company’s acceptance of an Application;
‘Submission’ means the submission of an Application by an Intermediary on behalf of a Customer to the Company, in respect of a Product;
‘Subsequent Completion’ means after Completion in relation to a Product, any subsequent completion date(s) (if applicable) upon which the Customer receives further Advances in relation to that Product;
‘Terms’ means the terms of business set out herein, as may be amended by the Company from time to time, together with the Commission Schedule and the Commission Statement; and
‘Terms of Use’ means the terms of use of any Electronic Services being provided, as may be amended by the Company from time to time.
2.2 A reference in these Terms to:
2.2.1 the singular shall include the plural and vice versa;
2.2.2 a gender shall include all genders;
2.2.3 a person shall mean a natural or legal person; and
2.2.4 a statute, order, regulation or other similar instrument shall include any amendment, extension or subsequent re-enactment of it and any subordinate instrument enacted pursuant to it.
2.3 In these Terms, the expression “including” shall mean including without limitation to the generality of any description, definition, word or phrase preceding it.
3. SCOPE
3.1 These Terms set out the basis on which the Company accepts Submissions following Business (whether on its own account or on behalf of anyone else) from the Intermediary and govern the provision and use of the Services. These Terms supersede any previously issued terms of business.
3.2 By virtue of providing a Submission to the Company, the Intermediary shall be deemed to have confirmed that it is the agent of a Customer in respect of that Submission, and is authorised by the Customer to act on its behalf.
3.3 The Intermediary is not, and may not purport or hold itself out to be, an agent of the Company. The Intermediary shall have no authority to bind the Company in any manner whatsoever and shall make no statement, perform no act or do anything (or omit to do anything) which binds, or purports to bind the Company.
3.4 If the Intermediary appoints an agent or Appointed Representative, the Company shall not have any direct contractual relationship with them. The Intermediary shall ensure that its contract with the agent or Appointed Representative shall comply with these Terms in relation to any Business in relation to a Customer, and will not allow anything to be done which may imply that the Intermediary or its agent or its Appointed Representative are employees, agents or representatives of the Company.
3.5 The Company reserves the right to make direct contact with the Customer when considered appropriate whether pursuant to the requirements of any Rules or any other applicable rules, guidance and or, legislation. also reserves the right to send direct to the Customer, information regarding the relevant Product in which case the Company will, if appropriate, send a copy of the communication or information to the Intermediary.
4. ACCEPTANCE OF BUSINESS
4.1 The Company will only accept business (whether on its own account or on behalf of anyone else) from FCA authorised Intermediaries. If a permission is required for the Business, the Intermediary must have obtained it and keep it in force.
4.2 The Company reserves the right, at its sole discretion, not to accept Submissions from an Intermediary and is not required to give a reason for doing so.
4.3 The Company shall be under no obligation to provide any Product to any Customer.
5. OBLIGATIONS OF THE INTERMEDIARY
5.1 The Intermediary warrants and represents that:
5.1.1 it is authorised by the FCA having all requisite Permissions in respect of Business for which it may be entitled to receive Commission from the Company;
5.1.2 it will immediately notify the Company upon ceasing to be FCA authorised or if any change is made to its Permissions or any requirement (voluntary or otherwise) is imposed upon it by the FCA;
5.1.3 it will immediately notify the Company if it ceases to be compliant with the ERC Rules;
5.1.4 it has all necessary consents in accordance with Data Protection Laws to provide the details and information of Customers to the Company and for the Company to hold and process the personal data and information for the purposes anticipated by these Terms;
5.1.5 it shall conduct Business at all times in accordance with the Rules and in accordance with any operating guidance provided to it by the Company, including via Electronic Services;
5.1.6 it is the agent of its Customer and has the authority to act for and on behalf of its Customer;
5.1.7 it will inform the Company of any advice given to the Customer in respect of any Product;
5.1.8 the information contained in each Submission is correct in every respect;
5.1.9 in relation to the Business, it will not deal with any FCA unauthorised third party, unless that party is its Appointed Representative or that agent is an Appointed Representative of another FCA authorised Firm and undertakes to ensure that the Appointed Representative or agent acts in accordance with these Terms; and
5.1.10 in relation to the Business, it (and its agent or its Appointed Representatives) will not hold any Client Money on behalf of an Applicant, without the Company’s prior written consent.
5.2 The Intermediary shall inform the Company immediately in writing of any material change in its circumstances which shall include, inter alia, the following:-
5.2.1 any termination of the agency relationship between the Intermediary (or its agent or Appointed Representative) and its Customer;
5.2.2 any breach of Rules or misconduct on the part of the Intermediary or its agent or Appointed Representative, for which it is responsible, which could be reasonably viewed as prejudicial to the Company’s business or reputation;
5.2.3 any change in its ownership;
5.2.4 any cessation or suspension of business or intended cessation or suspension of the Intermediary’s’ operation or any circumstances where it is likely to affect materially the ability of the Intermediary to perform its obligations under these Terms;
5.2.5 the Intermediary becoming bankrupt, insolvent or entering into receivership or liquidation or entering any form of composition or arrangement with creditors;
5.2.6 any criminal offence involving dishonesty, whether by any owner, director, partner, shareholder, controller or employee of the Intermediary; or
5.2.7 any disciplinary or other action by the FCA, the Equity Release Council or any other such applicable body which limits the manner in which the Intermediary conducts its business.
5.3 The Intermediary undertakes to (and shall ensure that its Appointed Representatives and/or agents shall):
5.3.1 act honestly and professionally and to use all due skill and care when acting for the Customer, including (but not limited to) ensuring that the Product is suitable for its Customer;
5.3.2 provide information to the Company (including in any Submission) which is true and complete in all material respects. The Intermediary will advise the Company as soon as it is aware that such information is or becomes untrue and, or, incomplete;
5.3.3 keep all details of its Customer up to date;
5.3.4 ensure all personnel who are involved in the provision of advice are competent and properly trained and knowledgeable to advise its Customer on the Products;
5.3.5 conduct its business in accordance with the Rules;
5.3.6 treat Customers fairly at all times;
5.3.7 comply with the Terms of Use;
5.3.8 not refer Business to the Company as a direct or indirect consequence of the activities of any person who does not have appropriate Permissions in place (whether as an entity appropriately authorised by the FCA or any other relevant regulatory authority in its own name or as an Appointed Representative) to make any decision in respect of or promote any advice or recommendation to a Customer which is motivated by the amount of Commission to be received by the Intermediary; and
5.3.9 not do, or omit to do, anything which will or may cause any Product to be capable of termination or cancellation (other than in accordance with its terms or any legal or regulatory requirement)or which by virtue of its act or omission cause any terms of a Product to be incapable of enforcement.
6. COMMISSION
6.1 Commission shall be paid by the Company to the Intermediary that has submitted an Application to the Company on the relevant Commission Payment Date.
6.2 If the Intermediary (for the avoidance of doubt, to include a Network) appoints an agent or Appointed Representative, Commission will be paid to the Intermediary and the Intermediary will be liable to account for such Commission to its agent and/or Appointed Representative in respect of any Commission payment.
6.3 The Company shall supply in writing, or by Electronic Services, a Commission Statement to the Intermediary within 28 days of Completion.
6.4 The Commission Statement shall be the conclusive record of Commission due to an Intermediary.
6.5 The Commission payable to an Intermediary by the Company at Completion and on any Subsequent Completion, is calculated by reference to the Rate of Commission and other such terms as set out in the Commission Schedule.
6.6 An Intermediary who received a payment of Commission from the Company in respect of Completion shall have no right to receive Commission in respect of a Subsequent Completion which is the subject of advice from another Intermediary.
6.7 All Commission payments are inclusive of Value Added Tax, if applicable.
6.8 The Company reserves the right not to pay Commission to an Intermediary, in the event that:
6.8.1 it is notified, or it is reasonable to infer that the Intermediary (or its agent or Appointed Representative) is no longer acting or has ceased to be permitted to act on behalf of the Customer;
6.8.2 the Company is prevented from making a payment of Commission by operation of any law or regulation;
6.8.3 the Intermediary has irrevocably relinquished its right to the Commission in favour of another Intermediary or another person has a valid claim to such Commission;
6.8.4 a dispute arises between the Intermediary and another Intermediary or third party about any Commission. In the event of a dispute the Company will have discretion to decide to whom such Commission will be payable and may decide to withhold payment to any Intermediary pending resolution of the dispute. This is without prejudice to any Intermediary bringing a claim against a third party other than the Company for such Commission;
6.8.5 any of the director or partners of the Intermediary enter into a voluntary arrangement, have bankruptcy or liquidation proceedings instituted against them, have a receiver appointed over their assets or have been charged with or convicted of any offence involving fraud or dishonesty;
6.8.6 the Intermediary omits or commits an act which, in the Company’s opinion, means its conduct is inconsistent with an Intermediary’s duties; or
6.8.7 a Submission has been made in breach of these Terms.
6.9 Notice of refusal to pay Commission shall be given by the Company either in writing or by Electronic Services.
6.10 The Intermediary shall immediately and on demand, repay to the Company Commission already received if:
6.10.1 A Customer exercises the right to cancel any contract under provisions applicable or any statutory or other contract right in relation to any Product; or
6.10.2 A Customer’s complaint leads to the cancellation or termination of a contract whether due to (but not limited to) the Intermediary’s making of inaccurate or misleading statements to induce the Customer to make a Submission to the Company, resulting in disadvantage to the Customer.
6.11 If the Intermediary becomes liable to repay Commission to the Company for any reason and such Commission is not repaid within three months of the date the Intermediary first becomes liable to repay it, then interest will be payable, compounded monthly, at a rate of 4% per cent above the Bank of England base rate from time to time, on the outstanding Commission to be repaid and calculated from the date the negative balance first appears and as required the Company shall account to the FCA and any other relevant regulatory body (where applicable) in relation to all such balances at the appropriate time.
7. DOCUMENTS AND COMMUNICATION
7.1 The Intermediary must pass on to the Company immediately, without amendment, any documents provided by the Customer in relation to a Submission in respect of a Product. The Intermediary must also pass on to the Customer immediately without amendment any document supplied by the Company for the benefit of the Customer and Completion and any Subsequent Completion by the Customer. The Company may supply and accept documents using Electronic Services but is not obliged to do so. Unless the Intermediary alerts the Company to any errors or omissions contained in documents supplied by the Company within 5 Business Days of provision the Intermediary will be assumed to have approved such documents.
7.2 The Intermediary will not:
7.2.1 issue any circular, advertisement, leaflet or other promotional material about the Company (whether on electronic media or otherwise), unless the Company has supplied the document to the Intermediary or approved it in writing; or
7.2.2 prepare and issue or vary an Application Form, Proposal Form, contract, endorsement, note, certificate of receipt, brochure or other document on the Company’s behalf.
7.3 The Intermediary shall indemnify and keep indemnified the Company on demand against any and all claims, losses, damages, costs, liabilities and expenses suffered or incurred by the Company, any other member of its Group or any Service Provider arising from:
7.3.1 advising Customers on any matters beyond the Intermediary’s authorisation; or
7.3.2 the provision of incorrect and/or incomplete information to Customers; or
7.3.3 the failure to provide information in respect of the Products to Customers; or
7.3.4 the failure to pass on documents to the Customer in accordance with clause 7.1.
8. COMPLAINTS
8.1 The Intermediary must notify the Company as soon as possible of any complaint raised by a Customer regarding a Product (“Notified Complaint”).
8.2 Notified Complaints shall be directed as soon as possible by any form of communication, to the Compliance Officer at the Company who will acknowledge the complaint with the Customer within 5 Business Days of receipt, and deal with all such complaints in accordance with the Company’s complaints handling procedures and in accordance with the Rules.
8.3 The Intermediary shall maintain records of all Notified Complaints. The Intermediary shall supply the Company with reasonable supporting details in respect of Notified Complaints (at the point of notification) and such additional information as the Company or its legal advisers may reasonably require promptly upon request.
9. COMPANY ITEMS AND ACCESS TO RECORDS
9.1 All books, documents, software and other items of property belonging to the Company that are in the possession of or under the control of the Intermediary or any of its Appointed Representatives and/or agents must be available for inspection by the Company at all times, and must be maintained in good condition, save for fair wear and tear (“Company Items”).
9.2 The Intermediary must promptly deliver to the Company on request such:
9.2.1 of the items specified in clause 9.1 as the Company may require; and
9.2.2 records books and accounts as the Company may reasonably require in connection with any Submission in respect of a Product.
9.3 As an alternative to the delivery up of the Company Item, the Company may instead instruct the Intermediary to destroy the Company Items in which case the Intermediary must promptly destroy the Company Item (treating the Company Item as confidential waste).
10. MONEY LAUNDERING REGULATIONS
10.1 The Intermediary shall comply at all times with the requirements of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and all applicable parts of the Rules and guidance from the Joint Money Laundering Steering Group Committee, as amended from time to time and with all Company requirements relating to anti-money laundering as notified to the Intermediary from time to time (“Company Money Laundering Requirements”).
10.2 The Intermediary will be responsible as agent of the Customer for obtaining, recording and preserving evidence of the identity of its Customers and all third parties in respect of every Application passed to the Company by the Intermediary or serviced by the Intermediary. Such evidence shall be obtained, processed, recorded and preserved, in accordance with all applicable money laundering legislation, standards, guidance notes and the Rules (as applicable) as substituted or amended from time to time and any Company Money Laundering Requirements.
10.3 Identification documentation in respect of Applicants shall be provided to the Company with every Application and such documentation shall be certified as a true copy of the original by a person deemed suitable by the Parties (as may be agreed from time to time as between the Parties) to certify such copy documents unless an alternative means of providing identification has been agreed by the Company.
11. INDEMNITY, LIABILITY AND INSURANCE
11.1 The Intermediary shall indemnify and keep indemnified the Company on demand against and in respect of all claims, liabilities, losses, expenses, damages and costs suffered or incurred by the Company, any other member of its Group or any Service Provider as a result of any breach of these Terms by the Intermediary or any breach of the Rules or any other regulation or applicable law) or by reason of any misrepresentation or negligent, tortuous or fraudulent act. This indemnity shall be a continuing obligation and shall survive any termination of these Terms.
11.2 Subject to clause 11.4, under no circumstances will the Company be liable for special, indirect or consequential damages or losses, or for any loss of profit or loss of business opportunity in respect of a Product or otherwise.
11.3 The Intermediary agrees to maintain the level of professional indemnity insurance cover that it is required to have in place by the FCA.
11.4 Nothing in these Terms shall limit or exclude either party's liability:
11.4.1 for death or personal injury caused by its negligence, or the negligence of its employees, agents or sub contractors (as applicable);
11.4.2 for fraud or fraudulent misrepresentation; or
11.4.3 for any other matter in respect of which it would be unlawful to exclude or restrict liability;
12. DATA PROTECTION
General Obligations
12.1 The Parties acknowledge that each will act as a separate and independent Controller in relation to the Personal Data which they Process.
12.2 In performing their obligations under the Agreement, the parties shall comply with their respective obligations under applicable Data Protection Laws in respect of their Processing of Personal Data.
12.3 In addition to clause 12.2, each Party shall:
12.3.1 take all measures required pursuant to Article 32 of the UK GDPR to ensure the security of Processing of the Personal Data;
12.3.2 ensure that persons authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
12.3.3 not Process Personal Data in a way that is incompatible with the Permitted Purposes;
12.3.4 not Process the Personal Data for longer than is necessary to carry out the Permitted Purposes;
12.3.5 in the event of a Personal Data Breach, not inform any third party without first obtaining prior written consent from the other Party (the "Receiving Party"), unless notification is required by applicable law to which the notifying Party is subject, in which case the notifying Party shall to the extent permitted by such law inform the Receiving Party of that legal requirement, provide a copy of the proposed notification and consider in good faith any comments made by the Receiving Party before notifying the Personal Data Breach; and
12.3.6 independently respond to all Data Subject rights requests received by the Party which relate to Personal Data received from the other Party in accordance with the Data Protection Laws and to this end the other Party shall promptly respond to enquiries from that Party in receipt of the rights requests in order that it may deal with the same (if and to the extent information required form the other Party).
12.4 To the extent that the Receiving Party:
12.4.1 requires an explicit consent from the other Party (the "Disclosing Party") in order for its Processing of the Personal Data to be lawful under Data Protection Law; or
12.4.2 is required to provide a notice to a Data Subject containing the information required by Articles 12-14 UK GDPR or applicable Data Protection Law,
the Receiving Party shall provide the Disclosing Party with the wording of such consent or notice, and the Receiving Party shall, at its own cost, provide this to the Data Subject as directed and seek such consent on Receiving Party's behalf.
International Transfers
12.5 Where either Party (the "Transferring Party") transfers, or permits the transfer of, Personal Data outside of the United Kingdom, the Transferring Party shall ensure that any such transfer of Personal Data is made in accordance with requirements of the Data Protection Laws.
13. USE OF ELECTRONIC SERVICES
13.1 Use of the Electronic Services available to Intermediaries on the Company’s website shall be subject to Terms of Use or any other on-line terms and conditions displayed within such website in respect of such Electronic Services or notified to the Intermediary as the case may be.
13.2 Access to the Company’s website shall be subject to any terms and conditions displayed within such website.
13.3 Email communications are not necessarily secure and may be intercepted or changed after they are sent. The Company does not accept liability for any such interception or changes.
14. VARIATION
14.1 The Company may vary the Terms herein by giving one month’s notice to the Intermediary, unless changes to the Rules or any other regulatory rule or applicable law require a variation of these Terms to take effect earlier than that date, in which case changes shall have effect on such earlier date and notice of variation shall be given as soon as is reasonably practicable.
15. NOTICES
15.1 Any notice under the Terms shall be in writing and may be served by sending the notice by first class prepaid post or email to such address as is advised from time to time in the case of the Company, and in the case of the Intermediary, to the last address or email address known to the Company. Any notice shall be deemed to have been received, in the case of:
15.1.1 email 12 hours after the time of transmission to the correct email address; and
15.1.2 first class prepaid post, 48 hours from the time of posting.
16. TERMINATION
16.1 Either party may terminate their relationship under these Terms (“Agreement”) by giving one month’s notice in writing.
16.2 The Agreement shall automatically terminate should the Intermediary (or its agent or Appointed Representative) cease to be FCA authorised or exempt (as applicable) under FSMA.
16.3 The Company may terminate this Agreement with immediate effect by notice in writing upon the occurrence of any of the events referenced clause 5.2 whether or not notified by the Intermediary.
16.4 Either Party may terminate this Agreement immediately by written notice to the other Party if the other Party commits a material breach of this Agreement and (where the breach is capable of being remedied) that breach has not been remedied within 30 days after receipt of notice giving full particulars of the breach and requiring the defaulting Party to remedy it.
16.5 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 this Agreement which existed at or before the date of termination or expiry.
16.6 Upon termination, the Intermediary shall:
16.6.1 promptly return to the Company all the Company Items save to the extent that the Company requires the destruction of any Company Item pursuant to clause 9;
16.6.2 cease any and all promotion of the Product;
16.6.3 shall continue to be entitled to the payment of Commission that has accrued but has not yet been paid and the provisions of clause 6 shall continue to apply for such purposes; and
16.6.4 continue to be entitled to Commission in respect of Submissions made by the Intermediary prior to termination which result in a Completion or Subsequent Completion with the 6 month period after the effective date of termination and the provisions of clause 6 shall continue to apply for such purposes..
16.7 Termination or expiry of this Agreement shall not affect any provision of this Agreement which is expressly or by implication intended to come into or remain in effect on or after termination or expiry including the following clauses: 5.1, 7.3, 8, 9, 11, 12, 16.6, 16.7,18 and 19.
17. MISCELLANEOUS
17.1 Any failure or delay by the Company or the Intermediary to exercise or enforce any rights under these Terms and/or in law shall not be deemed to operate as a waiver of any such rights nor prejudice their enforcement in any way.
17.2 These Terms and the rights and obligations of the Intermediary under these Terms may not be assigned, transferred, subcontracted or otherwise disposed of, in whole or in part, by the Intermediary without the prior written consent of the Company. The Company shall be entitled to assign, transfer, sub-contract or otherwise dispose of, in whole or in part, these Terms and/or it rights and obligations under these Terms as it wishes.
17.3 These Terms set out the entire agreement between the Company and the Intermediary in substitution of any previous oral, written or implied agreement.
17.4 The parties do not intend that any term should be enforceable as a result of the Contracts (Right of Third Parties) Act 1999 by any person who is not party to these Terms.
17.5 In the event that any provision in these Terms shall be declared void, voidable, illegal or otherwise unenforceable by a judicial or other competent authority the Parties agree that any such provision shall be amended in such reasonable manner as achieves the intention of the Parties without conflict with the judicial or other competent authority and that the enforceability of the remaining provisions shall not be affected.
17.6 The Company and the Intermediary undertake to act in good faith in relation to each other for so long as these Terms remain in force and in particular, but without prejudice to any other term herein, undertake to discuss any dispute that may arise and seek an amicable settlement in relation to any such dispute. For the avoidance of doubt, this will not prejudice the right of either party to take legal proceedings.
17.7 The headings throughout these Terms shall not affect their construction or interpretation.
17.8 Nothing in these Terms should be construed as indicating or giving rise to a joint venture or partnership.
17.9 The Company may from time to time make such relevant searches and checks in respect of the Intermediary and its owners/principals (including in relation to credit worthiness) as it sees fit.
17.10 The Company and the Intermediary undertake to manage their business 2 business relationship through regular communication, the form of which will vary depending on the volume of Business introduced by the Intermediary to the Company and the needs of the Intermediary. Communication will be either, agenda meetings, telephone, email or other written media. Matters covered by relationship management will be:
• Company Literature and Conduct;
• treating customers fairly and alignment of business values;
• business performance; and
• training requirements.
18. CONFIDENTIALITY
18.1 Each Party shall keep the other's Information confidential and shall not divulge the same to any third party except for the purposes of this Agreement or use it itself for any other purpose without the prior written consent of the other Party.
18.2 The provisions of this clause 18 shall not apply to any Information that the receiving Party can show:
18.2.1 is in the public domain other than as a result of a breach by the receiving Party of this Agreement or any other obligations of confidentiality;
18.2.2 is or was lawfully received from a third party not under an obligation of confidentiality with respect thereto; or
18.2.3 is required to be disclosed under operation of law, by court order or by any regulatory body of competent jurisdiction (but then only to the extent and for the purpose required)..
18.3 Each Party shall be entitled to divulge the other Party's Information to its employees, agents, directors, officers, authorised sub-contractors, professional advisors and consultants who have a need to know the same in connection with this Agreement provided that the receiving Party shall ensure that such persons are aware of and, shall procure that such persons comply with, these obligations as to confidentiality.
19. APPLICABLE LAW AND JURISDICTION
19.1 These Terms shall be governed by and construed in accordance with English law and the Parties hereby submit to the exclusive jurisdiction of the English courts.
