AGREEMENT TO INTRODUCE CLIENTS

BETWEEN

BMB Financial Ltd t/a Y3S (company number 06398700) whose registered office is at Units 9 & 10 Neptune Court Vanguard Way Cardiff CF24 5PJ, the trading names under which it operates and any of its subsidiaries (the "Company"); and The Introducer as defined by the trading name of the business that you have entered on the on-line registration form.

INTRODUCTION

The Company is broker of secured loans excluding regulated mortgage contracts as defined by Article 61(3)(a) of the Regulated Activities Order under The Financial Services and Market Act 2000. The Introducer has agreed to act as an introducer to the Company of clients who may require Advice subject to terms set out in this Agreement.

IT IS HEREBY AGREED as follows:

Definitions

1.1 In this Agreement unless the context otherwise requires:

• "the Act" means the Financial Services and Markets Act 2000;
• "Advice" means advice leading to the effecting of any arrangement between any introduced client and any lender;
• "FSA" means the Financial Services Authority or any successor body authorised for the regulation of financial services;
• "FSA Rules" means the Act (and all legislation made pursuant to the Act), the FSA Handbook of Rules and Guidance issued by the FSA from time to time (which includes the Code of Conduct for Approved Persons) and all other relevant laws, regulations, codes, statements and requirements of any government or other competent regulatory authority in force from time to time relating to the Company;
• "Introduced Advice" means Advice given to clients introduced to the Company by the Introducer;
• "Introduced Clients" means clients that You have introduced to Us under this Agreement;
• "Introduced Turnover" means the gross fees and commissions received by the Company in respect of Introduced Advice;
• "Introducer Commissions" means the payments that We will make to You in respect of Introduced Clients for whom we have arranged a Non-Regulated Mortgage Contract;
• "Lender" means a financial institution to where loan applications are submitted;
• "Non-Regulated Mortgage Contracts" means secured loans which are not 'regulated mortgage contracts' as defined by Article 61(3)(a) of the Regulated Activities Order under The Financial Services and Market Act 2000;
• "We", "Us", "Our", "y3s", "y3s life", "y3s debt rescue" and "y3s loans" means the Company as defined above in (1);
• "You" or "Your" means the Introducer as defined above;

Appointment

• 2.1 You agree to act as an introducer to the Company of clients who may require Advice.
• 2.2 You confirm that you hold a current Consumer Credit License and that the trading name of the business shown in (2) above appears on the license exactly.
• 2.3 Upon introducing a client to the Company, the client will be treated as a client of the Company for the purposes of the Advice and the Company will enter into an appropriate agreement with the client and provide Advice in accordance with the rules.
• 2.4 The Introducer must fulfill the requirements laid down by its own regulatory or professional body under the Act, as appropriate, with regard to the disclosure and treatment of the Introduced Turnover.

Authority

• 3.1 You are authorised to effect introductions for Non-Regulated Mortgage Contracts to the Company. An introduction means passing to Us customer's contact details (as prescribed by Us from time to time).
• 3.2 You will be permitted to distribute promotional material that has been provided by Us. You may only advertise on Our behalf, use Our name, brand or trade names, trademarks or logos, with our written permission.
• 3.3 You will not be permitted to carry out any of the following activities:
  • 3.3.1 Giving advice or making recommendations on any aspect of the products available through the Company.
  • 3.3.2 Issuing any other literature to a client, other than approved promotional literature.
  • 3.3.3 Representing the customer in respect of any aspect of a standard y3s application form.
  • 3.3.4 Collecting or passing on to Us a fee or charge related to the mortgage application.
• 3.4 Nothing in this Agreement shall require Us to accept any mortgage application.
• 3.5 You will not:
  • 3.5.1 Assign this agreement or any part of it;
  • 3.5.2 Delegate any of Your responsibilities under this Agreement to a third party or appoint an Introducer.

Introducer Commissions

• 4.1 For the introduction of successful Secured Loans clients, the Company shall pay to the Introducer an Introducer Commission of 2% of the net loan made to the Customer.
• 4.2 For the introduction of Debt Management clients, the Company shall pay to the Introducer an Introducer Commission of 60% of the first month's fee that the client pays Us.
• 4.3 For the introduction of successful Life Insurance clients, the Company shall pay to the Introducer an Introducer Commission of 20% of the gross commission received by Us.
• 4.4 Payment of Introducer Commissions will be made by BACS within 3 days of Us receiving the Introduced Turnover.
• 4.5 All Introducer Commissions will be paid to the bank account holder named as the registered name or trading variation on Your Consumer Credit licence.
• 4.6 It is your responsibility to ensure that we hold up to date and correct bank details. We will not be responsible for any payments made correctly by us to an account which has been incorrectly specified to us by You.
• 4.7 Occasionally, the Introduced Client may subsequently cancel the loan, insurance, or debt management plan within the claw back period for that product. In such instances The Introducer will be required to immediately repay the Introduced Commission to Us. Where sufficient pipeline commission is available we will deduct any overpayment due from the pipeline commission. Otherwise the Introducer will be required to remit the relevant amount.
• 4.8 The Introducer acknowledges and agrees that, if the Introducer or a linked company of the Introducer sells another life insurance product, within 24 months, to a client resulting in the cancellation of our product, where that client was introduced to us by him, which attracted payment of a Fee and for which the Fee has been paid to the Introducer, the Introducer shall be liable to repay the Fee, pro rata in relation to the amount reimbursed by the Company to the insurance provider.

Termination

• 5.1 Save as provided by Clause 5.2, the Introducer's appointment under this Agreement shall be terminable on thirty days notice in writing by either Party.
• 5.2 The Introducer's appointment under this Agreement may be terminated, or the terms varied by the Company, earlier than the date specified in Clause 5.1 where such termination or variation is required by FSA Rules to take effect at such earlier date. Otherwise no amendment or variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties.
• 5.3 Either Party will have the right to cancel this Agreement with immediate effect in the event of evidence or reasonable suspicion of the following circumstances in respect of the other:
  • 5.3.1 Fraud;
  • 5.3.2 Civil/criminal charges material to the operation of the business under the terms of this Agreement;
  • 5.3.3 Any breach of this Agreement.
• 5.4 In the event of death, bankruptcy, winding up or making an arrangement or composition with creditors, becoming resident outside the United Kingdom or (being a company) changing its place of registration or have its ownership or control altered without prior notice, this Agreement will automatically come to an end.
• 5.5 Termination of this Agreement under Clauses 5.1, 5.2 or 5.4 shall not affect the rights or obligations of either Party in respect of Introduced Advice already undertaken or clients already introduced.

General

• 6.1 Save where the context otherwise requires, a person who is not a Party to this Agreement shall not be entitled to enforce any of the terms of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

Notices

• 7.1 Each Party shall notify the other immediately in writing of any changes to it's circumstances including but not limited to change of address, legal entity, trading status, engaging other business activities, change in related regulated activities or other material facts.
• 7.2 Any notice or other document to be given under this Agreement shall be in writing and shall be sent by first class post or other fast postal service or by facsimile transmission to, in the case of the Company, its registered office for the time being and in the case of the Introducer either to the address shown on the face of this Agreement or to the Introducer's last known place of business.

Jurisdiction

• 8.1 This Agreement shall be subject to the laws of England and Wales and the Parties irrevocably submit any dispute arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of England and Wales.

Compliance

• 9.1 Both Parties will comply with all legal and regulatory requirements as are applicable to their obligations under this Agreement and will co-operate fully with each other for the purpose of such compliance.