Terms of Business Agreement
For Financial Advisers and Regulated Intermediaries
Effective from 1st December 2018
1. DEFINITIONS & INTERPRETATION
3. YOUR RESPONSIBILITIES
4. KINGSTON UNITY’S RESPONSIBILITIES
5. INTELLECTUAL PROPERTY RIGHTS
6. CUSTOMER INFORMATION
12. CONSEQUENCES OF TERMINATION
14. DATA PROTECTION
15. RECORD KEEPING
16. RIGHTS OF THIRD PARTIES
17. ENTIRE AGREEMENT
18. LAW AND JURISDICTION
- DEFINITIONS & INTERPRETATION
1.1 In these Terms ‘Kingston Unity’ means Kingston Unity Friendly Society and ‘you’ ‘your’ means the Financial Adviser or Regulated Intermediary.
1.2 In these Terms, unless inconsistent with the context or otherwise specified:
(a) Advised Business means any arrangement where you provide a personal recommendation to a Customer in relation to a Product;
(b) Adviser Charge means the fee agreed between you and a Customer in relation to the service and advice you provide them;
(c) Applicable Regulations means all laws, regulations, orders, directions from Regulators and industry codes of practice applicable to the marketing, selling and/or variation of investments and related products, including (without limitation) the FSMA, the FCA Handbook, Data Protection Law, the Advertising Standards Authority’s British Code of Advertising, Bribery Act 2010, Modern Slavery Act 2015, Sales Promotion and Direct Marketing, the Money Laundering Regulations 2017, Criminal Finances Act 2017 and the Proceeds of Crime Act 2002, each as re-enacted, amended or extended from time to time;
(d) Appointed Representative a person defined in Section 39 of FSMA;
(e) Authorised means authorised by the FCA to undertake Regulated Activity;
(f) Business means Advised Business or Non-Advised Business;
(g) Clawback Rules means the Non-Advised Business Fee Clawback rules set out in the Appendix;
(h) Customer means any person who you undertake Business with;
(i) Customer Agreement means the agreement between you and a Customer that outlines the services you will provide and the remuneration you will receive from that Customer;
(j) Data Protection Law means:
(i) Data Protection Act 2018; and
(ii) all laws and regulations and sector recommendations containing rules for the protection of individuals with regard to the processing of personal data, including without limitation security requirements for, and the free movement of, personal data.
(k) Data Security Breach means any actual or alleged breach of security leading to the unauthorised or accidental disclosure of or access to any personal data processed under an Agreement by either of the party’s staff, sub-processors or any other identified or unidentified third party which is likely to result in a high risk to the rights and freedoms of the Data Subjects affected by such incident;
(l) FCA means the Financial Conduct Authority;
(m) FCA Handbook means the FCA’s Handbook of rules and guidance made under the FSMA;
(n) Financial Adviser an Approved Person, Appointed Representative or Network arranging Advised Business;
(o) FSMA means the Financial Services and Markets Act 2000 and where appropriate, any secondary legislation made thereunder;
(p) Intellectual Property Rights means all intellectual and industrial property rights including, without limitation, any invention, patent, design or utility model rights, any copyright and trademarks, service marks, database rights, topography rights, know how or trade secrets, and any other rights of a similar nature whether or not any of the same are registered, and the right to apply for any of them;
(q) Introduction means the introduction by you of a Customer to Kingston Unity with a view to them taking out a Product;
(r) Introduced, Introduces and Introduced shall be interpreted accordingly;
(s) Network means the principal of a group of Appointed Representatives as defined in the Regulator’s Glossary;
(t) Non-Advised Business means the Introduction of a Customer in respect of which no personal recommendation has been provided by you to the Customer, subject to further conditions set out in clause 3 below;
(u) Products means the products referred to in the Appendix of these Terms as may be varied by Kingston Unity from time to time (each a Product);
(v) Product Information means information, data, files and documents in the possession or control of you or Kingston Unity which, in the context of these Terms, relate to the Products or their sale including (without limitation) any such information, data, files and documents relating to Customers;
(w) Regulated Intermediary means an Approved Person, Appointed Representative or Network arranging Non-Advised Business;
(x) Regulator means the FCA, Prudential Regulatory Authority, the Financial Ombudsman Service, the Information Commissioner and any other enforcement authorities, ombudsmen or regulators of activities carried on by you or Kingston Unity;
(y) Regulator’s Glossary has the meaning set forth in the Combined Regulators’ Handbook;
(z) Staff means any individual or individuals working directly or indirectly for you including, if you are an individual or individuals; and
(aa) Terms means these terms and conditions of business.
In these Terms, the following terms will have the meaning given to them in the glossary to the FCA Handbook:
Approved Person, Authorised Person, Business Day, Client Money, Controlled Function, Financial Promotion, Non-Real Time Financial Promotion, Permission and Regulated Activity
2.1 You are deemed to have accepted these Terms by conducting Business with Customers, and such action constitutes an agreement between us on these Terms (an “Agreement”).
2.2 You may only conduct Business if you are an Authorised Person and, in so doing, must only act within the scope of the Part IV Permissions held by you or your firm as shown with the applicable Regulator’s register.
2.3 You must always carry out your obligations under an Agreement and any obligations owed to Customers laid down by any Regulator (including, without limitation, the FCA handbook) strictly in accordance with the Regulator’s requirements.
2.4 Kingston Unity shall have the absolute right to decide the Business it will accept and shall not be obliged to accept any application or Introduction from you for any of the Products.
2.5 These Terms replace any earlier terms of business between Kingston Unity and you.
2.6 These Terms will remain in force and effect unless and until terminated in accordance with clause 11.
3. YOUR RESPONSIBILITIES
3.1 By entering into an Agreement you warrant that:
3.1.1 you have the legal capacity to enter into an Agreement either as an Authorised Person (excluding a Network), a Network on behalf of Appointed Representatives or as an Appointed Representative each of which terms is as defined in the Regulator’s Glossary.
3.1.2 at all times whilst conducting Business you will maintain the necessary registrations, permissions, authorisations and appropriate Part IV Permissions (as defined in the Regulator Rules), to act as agent for Customers and to carry out Business, and/or (where permitted) submitting applications for Products to Kingston Unity on behalf of Customers; and
3.1.3 you have taken out your own professional indemnity insurance cover in accordance with the FCA Handbook, or through the Network if an Appointed Representative, and will inform Kingston Unity immediately if such cover is cancelled, withdrawn or lapses or does not meet with the requirements of the Regulator.
3.2 In respect of Advised Business you will:
3.2.1 notify Kingston Unity immediately if the Regulator withdraws any of your Part IV Permissions, or changes the status of your authorisation or if you receive notice that the Regulator intends to suspend, withdraw or change the status of your authorisation, or if you are in breach of or have reasonable cause to suspect you will be in breach of any clause of these Terms;
3.2.2 provide Kingston Unity with a copy of your current professional indemnity insurance certificate on demand;
3.2.3 immediately notify Kingston Unity of all changes in the directors, partners, shareholders, control or scope of activities of your business, including all changes in your name or trading name;
3.2.4 at all times act as agent for any Customer on whose behalf you submit an application for a Product to Kingston Unity and explain to the Customer your role and make it clear that you act as the Customer’s agent and not Kingston Unity’s agent;
3.2.5 obtain each Customer’s authority to act on their behalf before submitting an application for a Product on that Customer’s behalf;
3.2.6 immediately, in full and without amendment, pass any documentation and/or information passed to you from Kingston Unity or a Customer to its intended recipient (e.g. to the Customer or Kingston Unity respectively);
• present all Product Information in the form specified by us, using only the literature Kingston Unity produces relating to the Products or in such other manner as may be agreed in writing with Kingston Unity;
3.2.7 notify the Customer of all terms and conditions applying to the Product promptly and accurately and ensure that the Customer is at all times aware of the nature, scope and extent of the Products and all the obligations and rights of the Customer in respect of such Products including any such information required to be communicated to the Customer by FSMA and any Regulator;
3.2.8 ensure that all details requested are completed accurately and fully, to the best of your knowledge and belief after conducting reasonable investigations as would be expected of any competent person carrying out such intermediary services to a professional standard on each application for a Product you submit on behalf of a Customer;
3.2.9 seek promptly any information Kingston Unity requires in order to confirm the acceptability of the risk;
3.2.10 keep, maintain and produce to us, on demand and at your own cost, such records as may be reasonably required in relation to Customers Introduced to Kingston Unity by you, in order for Kingston Unity to confirm your compliance with your obligations under these Terms and Applicable Regulations;
3.2.11 at all times comply with the Money Laundering Legislation when dealing with Customers in relation to Products;
3.2.12 be responsible for carrying out all Customer Due Diligence and Ongoing Monitoring (both to have the same meaning as set out in the Money Laundering Regulations 2017) in relation to Customers on whose behalf you submit applications for Products and you consent to Kingston Unity relying on you to carry out all Customer Due Diligence;
3.2.13 keep records, as required by the Money Laundering Regulations 2017 and for the periods set out therein, of the evidence obtained from the Customer in order to carry out Customer Due Diligence and Ongoing Monitoring. You will provide Kingston Unity with access to or copies of such records as soon as reasonably practicable after a request for them; and
3.2.14 where only Simplified Due Diligence (which has the same meaning as set out in the Money Laundering Regulations 2017) is required to be carried out, you will carry out Customer Due Diligence if requested to do so by Kingston Unity for any reason.
3.3 You are not:
3.3.1 appointed by Kingston Unity to act as its agent under these Terms or otherwise;
3.3.2 authorised, under these Terms or otherwise, to bind Kingston Unity or make representations on Kingston Unity’s behalf in any way;
3.3.3 authorised to collect premiums on Kingston Unity’s behalf; or
3.3.4 authorised to publish, circulate, issue or release, in any media, any advertisement, financial promotion or other literature relating to the Products or make use of Kingston Unity’s name or any of Kingston Unity’s Intellectual Property in any of your promotional activities without first receiving Kingston Unity’s prior written authorisation.
3.4 All books and documents, computer hardware or software belonging to Kingston Unity and in your possession will at all times be made available to Kingston Unity for inspection and be delivered to Kingston Unity on demand, at your own cost. You may not copy, alter or loan any such items without Kingston Unity’s prior written consent.
3.5 Where Kingston Unity is not reasonably satisfied that these Terms and/or Applicable Regulations are being materially complied with, you will allow Kingston Unity (and/or, if required, any Regulator) reasonable access to your offices, records (including extraction and copying facilities) and Staff to investigate these concerns.
3.6 In respect of non-advised business you must not:
3.6.1 provide advice to a Customer on any aspect of the Products or explain their terms in writing or otherwise in any way;
3.6.2 undertake a ‘fact find’ with the Customer;
3.6.3 complete an application form on behalf of a Customer, check a completed form or assist in the administration of a Customer’s application form in any way;
3.6.4 negotiate terms or claims on behalf of the Customer;
3.6.5 carry out any other Regulated Activity; or
3.6.6 use or distribute Financial Promotions in relation to Products that have not been approved by Kingston Unity.
3.7 If Kingston Unity Permission is varied, upon the request of Kingston Unity you must immediately cease all Non-Advised Business activities upon notice of the same.
4. KINGSTON UNITY’S RESPONSIBILITIES
4.1 Kingston Unity will maintain the necessary Part IV permissions to act as the provider of the Products.
4.2 Kingston Unity will produce all Product Information required by Regulator, which will include all pre-contractual, post-sale and renewal information.
4.3 For the avoidance of doubt, Kingston Unity reserves the right to:
a. send renewal documents direct to Customers;
b. send a notice to Customers in respect of any unpaid premiums; and
c. directly communicate with Customers on any other matter relevant to their Product.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Kingston Unity hereby grants you a royalty-free, non-sub-licensable, revocable licence to use all of Kingston Unity’s Intellectual Property Rights in the Product Information for the purposes of conducting Business for the term of an Agreement.
5.2 Except as expressly stated herein, an Agreement does not grant you any rights to, or in
Kingston Unity’s Intellectual Property Rights.
5.3 You shall promptly give notice in writing to Kingston Unity if you become aware of:
a. any infringement or suspected infringement of any of Kingston Unity’s Intellectual Property Rights; or
b. any claim that any aspect of Kingston Unity’s trading (including the Product Information and promotion of the Products) infringes the rights of any third party.
6. CUSTOMER INFORMATION
Either party may request and require the other party to disclose any Customer information in its possession or control as necessary for the requesting party to comply with its obligations under Applicable Regulations.
7.1 Kingston Unity may, for its legitimate business purposes, use or share with appropriate third parties any information or records it maintains of Business for administration, compliance, risk assessment, fraud prevention and management information.
7.2 By entering into an Agreement you agree that Kingston Unity may copy, scan and/or electronically store all correspondence with you, the Customer, policy records and may record and monitor telephone conversations between you and Kingston Unity.
7.3 You must co-operate fully on any investigation of a complaint, whether this is from a Customer, member or another party.
7.4 You shall not divulge any confidential information relating to Kingston Unity’s business and operations to any third party.
7.5 You must immediately notify Kingston Unity immediately if:
a. you are unable to meet your financial obligations to any creditor or you become insolvent; or
b. there are any circumstances which might have a significant impact on the fitness or propriety of you or any of your Staff
7.6 You may not assign, subcontract, delegate, outsource or transfer all or any of the rights or obligations in connection with an Agreement.
8.1 Kingston Unity shall pay Fees to you for completing Business in accordance with these Terms in the manner, and subject to the conditions set out in the Appendix.
8.2 Non-Advised Business Fees are subject to Clawback Rules in the circumstances and at the rates set out in the Appendix in the event that the Customer who has taken out the Product subsequently terminates it or the Product contract is otherwise discontinued for any reason.
8.3 Any reclaimed Non-Advised Business Fees under Clawback Rules will normally be taken by deduction from Fees due to you. Where there any no Fees due to you from which the reclaimed Fees can be offset, you must pay Kingston Unity any reclaimed fees within 14 days of demand.
8.4 Kingston Unity will not pay a Fee in respect of any Non-Advised Business where the Customer being Introduced is already (or has been in the past) a member of Kingston Unity.
9.1 Nothing in these Terms shall exclude or limit the liability of either party:
a. for fraud, fraudulent misrepresentation, bribery, deceit, dishonesty;
b. for death or personal injury resulting from its negligence; or
c. in respect of any other liability which cannot be excluded or limited by Applicable Laws.
9.2 Each party excludes liability to the other for any indirect, special, incidental or consequential loss or damage howsoever arising in respect of an Agreement.
9.3 Kingston Unity’s maximum liability to you under an Agreement whether in contract, tort, restitution or otherwise shall not exceed a sum which is equal to whichever is the lesser of:
9.3.1 an amount equal to 110% of the Fees paid by Kingston Unity to you during the twelve months immediately preceding the date upon which the course of action has arisen; or
9.3.2 fifty thousand pounds (£50,000).
9.4 For the avoidance of doubt, Kingston Unity is liable to Customers under its own separate arrangements and contracts with each of them and accordingly any and all such liability shall not fall under any provision of an Agreement.
10.1 You agree to indemnify Kingston Unity for any loss, cost, fines (including regulatory fines), damage, expense, liability, action, proceedings, claims or demands, however, arising that Kingston Unity may suffer arising from:
10.1.1 any omission or breach of an Agreement by you or your failure to comply with the Applicable Laws or otherwise by your negligence wilful default, fraud or breach of duty on your part;
10.1.2 any omission or breach by your Representatives to comply with an Agreement or their failure to comply with Applicable Laws or otherwise by their negligence wilful default, fraud or breach of duty on their part;
10.1.3 a decision by a Regulator or any other regulatory body or court that Kingston Unity are liable to pay a claim to a Customer arising as a result of any omission or breach of an Agreement by you and if applicable your Representatives or your failure to comply or, if applicable, the failure of any of your Staff to comply with Applicable Laws;
10.1.4 any advice or any recommendation you and if applicable your Staff provide (whether intended or otherwise) to a Customer in connection with Non-Advised Business; and
10.1.5 if you and if applicable your Staff are paid Fee payments to which you (or they) were not entitled.
11.1 From time to time Kingston Unity may wish or be required to vary these Terms. Kingston Unity may unilaterally vary these Terms upon serving one month’s notice on you of the variation (except where such a change is required by law or a Regulator, in which case it will apply immediately) and such changes shall apply to any existing Agreements as well as to future Business. If you do not agree to any such changes you may notify Kingston Unity in writing of your objection, upon which notice any Agreement will terminate automatically (without prejudice to any rights accrued by either party prior to such termination) and cease conducting Business unless a written compromise can be reached.
11.2 Kingston Unity may suspend or, (in Kingston Unity’s ultimate discretion) terminate an Agreement with you with immediate effect by giving written notice to such effect to you in the event of any one or more of the following:
11.2.1 any material breach by you of any of the provisions of an Agreement (including a right to suspend an Agreement upon reasonable belief of any such breach);
11.2.2 misconduct on your part (including, without limitation, any act or omission which calls into question your reputation, or fitness and propriety) which is or could be prejudicial to Kingston Unity’s business or reputation;
11.2.3 Kingston Unity is advised or becomes aware that you have entered into a single-tie arrangement with a third party or any other arrangement where you are no longer able to conduct Business;
11.2.4 if it is suggested to Kingston Unity, or Kingston Unity is required to do so by a Regulator; or
11.2.5 you are in breach of any of the Applicable Regulations.
11.3 Kingston Unity may terminate an Agreement immediately upon notice on the occurrence of any of the following events:
11.3.1 the alteration, revocation or suspension of any party’s exempt status under FSMA or Authorisation as may be applicable;
11.3.2 you are subject to disciplinary proceedings brought by the FCA;
11.3.3 (as an individual) you enter into a voluntary arrangement with your creditors, bankruptcy or winding up proceedings are started against you or if a receiver or similar officer is appointed in respect of all or any part of your business or assets or if you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you enter into liquidation (whether voluntary or compulsory);
11.3.4 (as a business) you cease to trade;
11.3.5 (as a business) any insolvency proceedings are taken against any of your directors or partners;
11.3.6 (as a business) if you are a partnership, that partnership is or is to be dissolved;
11.3.7 (as a business) there are material changes in your legal identify or constitution;
11.3.8 (as a business) you undergo any change of control in ultimate ownership or control (whether voluntary or involuntary or by operation of law or otherwise); or
11.3.9 (as a business) the charging or conviction of any partner, director, employee or agent of you of any criminal offence (other than a minor traffic offence) which in Kingston Unity’s reasonable opinion has a material adverse effect on an Agreement or Kingston Unity’s business or reputation.
12. CONSEQUENCES OF TERMINATION
12.1 On termination of an Agreement you must return to Kingston Unity (at your expense) all property of belonging to Kingston Unity which you have in your possession or under your control.
12.2 Unless otherwise specified in these Terms, all of your and Kingston Unity’s respective rights and obligations under an Agreement shall terminate automatically save for:
12.2.1 such rights of action as shall have accrued prior to termination (including without limitation any and all actions for any breach of a provision in an Agreement);
12.2.2 clauses 3, 5, 6, 7, 10, 13, 14, 15, 16, 17 & 18.
12.3 If Kingston Unity terminates an Agreement under clauses 11.2 or 11.3 any Fee due or payable to you under clause 8 shall cease to be due or payable.
12.4 Without waiting for a final statement of account, you will repay immediately all sums due and outstanding to Kingston Unity as at the date of termination.
13.1 You shall:
13.1.1 comply with all applicable laws, statutes, regulations and codes relating to anti- bribery, anti-corruption and anti-slavery including but not limited to the Bribery Act 2010 and Criminal Finances Act 2017;
13.1.2 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;
13.1.3 comply with Kingston Unity’s Anti-bribery policy as Kingston Unity may update them from time to time;
13.1.4 have and shall maintain in place throughout the term of an Agreement its own policy and procedures to ensure compliance with the requirements set out in clauses 13.1.1-13.1.3, and will enforce them where appropriate;
13.1.5 promptly report to Kingston Unity any request or demand for any undue financial or other advantage of any kind received by you in connection with an Agreement; and
13.1.6 shall ensure that any person associated with you who is performing services in connection with an 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 you in these Terms, and shall be responsible for the observance and performance by such persons of the requirements set out in clauses 13.1.1-13.1.3, shall be directly liable to Kingston Unity for any breach by such persons of any of the same, and provide such supporting evidence of compliance as Kingston Unity may reasonably request.
14. DATA PROTECTION
For the purposes of this clause 14 the defined terms “Data Controller”, “Data Subject”, “Personal Data” and “Processing” have the respective meanings given them in the Data Protection Act 2018, and “Customer Data” means Customers’ Personal Data.
Your Personal Data
14.1 Each party warrants to the other that is has complied with and undertakes to continue to comply with the Data Protection Law at all times.
14.2 We will hold Personal Data about you or any Staff and relating to your dealings with us on our databases and undertake ancillary processing for the purpose of facilitating Business, paying you any Fees, maintaining our relationship with you and in relation to regulatory issues. We will use this Personal Data to manage the ongoing relationship, to provide you with information and to administer your account with us. We may carry out credit and / or reference checks on you and any of your Staff. By entering into an Agreement you agree (and will solicit the agreement of any of your Staff) to Kingston Unity undertaking such checks throughout the duration of the relationship where Kingston Unity, in its sole opinion, feel it is appropriate to do so.
14.3 We will keep your Personal Data (and your Staffs’ Personal Data if applicable) for a reasonable period in accordance with our data retention policy. We may also share your Personal Data (and your Staffs’ Personal Data) with our service providers, agents and with third parties such as our auditors, identity authentication agencies and Regulators.
14.4 We may monitor and record phone calls and keep them for the purposes of training and quality assurance and to ensure we have an accurate record of instructions.
14.5 We may contact you by mail, phone, fax, email or other electronic messaging channel with further offers, promotions and information about products and services which may be of interest to you. We will ask for specific consent where this is appropriate. If, at any time, you object to us contacting you by any of these methods, please let us know.
14.6 To service our relationship with you under an Agreement, it may be necessary to transfer you or your Staffs’ Personal Data to countries that provide a different level of data protection to the UK’s. In such circumstances, we will ensure that the relevant country has an adequate level of protection or that another legal safeguard is in place as required by Data Protection Law.
14.7 If you choose to deal with us online, you may be subject to additional terms and conditions relating to our online services which would be available on the applicable website.
14.8 Both parties acknowledge that email communications are not necessarily secure and may be intercepted or changed after they are sent. Kingston Unity does not accept any liability where such communications are changed or are not delivered.
14.9 You must ensure that you have adequate security measures in place (including but not limited to any measures we ask you to take) and that appropriate measures are in place to prevent viruses being sent to us electronically.
14.10 In respect of the parties’ rights and obligations under an Agreement regarding the Customer Data, the parties hereby acknowledge and agree that they act as Data Controllers in their own right. Accordingly, each party shall at all times during the term of an Agreement, comply with Data Protection Law and shall not do any act or make any omission which would put the other party in breach of its obligations under Data Protection Law.
14.11 Each party agrees to provide reasonable assistance as is necessary to the other to:
(a) enable each party to comply with any subject access requests (whether in relation to access to Personal Data, rectification, restrictions on processing, erasure or portability) and to respond to any other queries or complaints from their Data Subjects in accordance with the Data Protection Law;
14.12 facilitate the handling by the other party of any Data Security Breach for which the other party is responsible as soon as reasonably practicable upon becoming aware which shall include the party responsible for the breach notifying: (a) the relevant supervisory authority, promptly and in any event no later than 72 hours after becoming aware of it; and (b) the relevant Data Subjects without undue delay, where required by Data Protection Law, provided that before making a notification under clause 14.11.2(a) each party agrees not to make any other announcement or otherwise make public any notice or information about a Data Security Breach without the other party’s approval, where applicable; and
14.13 provide reasonable assistance as is necessary to the other party to respond within a reasonable time to any enquiries from the supervisory authorities in relation to the Customer Data.
15. RECORD KEEPING
15.1 You shall during the term of an Agreement and for a period of at least seven years thereafter keep full, accurate and up to date books of account, records and supporting documents and materials relating to an Agreement. Such records shall include as a minimum:
i. those required to enable You to comply with its obligations under an Agreement; and
ii. those required to enable Kingston Unity to monitor the compliance by you with your obligations under an Agreement.
15.2 You shall (whether during the term of an Agreement or during the seven-year period thereafter):
15.2.1 provide to Kingston Unity on request copies of any of the records maintained by the you under clause 15.1; and/or
15.2.2 allow Kingston Unity and/or its authorised representatives and/or any Regulator to inspect on request any of the records maintained by you under clause 15.1 and take copies of the same.
16. RIGHTS OF THIRD PARTIES
Neither Kingston Unity nor you intend that any provision of an Agreement should be enforceable by any person who is not a party to it and their successors in title and permitted assignees, save for any Regulator. The Contracts (Rights of Third Parties) Act 1999 will not apply to an Agreement.
17. ENTIRE AGREEMENT
17.1 This Agreement constitutes the entire agreement and understanding between Kingston Unity and you in respect of the matters dealt with in them and supersede, cancel and nullify any previous terms of business between Kingston Unity and you relating to such matters.
17.2 You acknowledge and agree that in entering into an Agreement, you do not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) by Kingston Unity other than as expressly set out in an Agreement.
18. LAW AND JURISDICTION
This Agreement is governed and construed by the laws of England and Wales and are subject to the English courts which will have exclusive jurisdiction over any dispute that arises in connection with them.
Kingston Unity may at any time vary its products. The list of products currently available is:
• Tax Exempt Savings Plan (with or without life cover)
• Regular Savings Plan
• Investment Bond
• Junior ISA (JISA)
NON-ADVISED BUSINESS FEES
Non-Advised Business fees may be varied by Kingston Unity at any time.
• 40% of the annualised premium for plans with 10-14 year terms
• 45% of the annualised premium for plans with 15 year terms or greater.
• 3.5% of the initial investment.
• 2% of the annualised premium or lump sum (including transfers in).
Please note: Further investments made into an ISA/JISA of £1,000 or more will be payable at the rate of 2% provided it is made within one year of the ISA/JISA being set up.
NON-ADVISED BUSINESS FEE CLAWBACK
Non-Advised Business fee clawback may be varied by Kingston Unity by giving one month’s notice in writing to you. Details relating to differing policy type clawback rules are as follows: Tax Exempt Savings Plan (with/without life cover) and Regular Savings Plan
• Within first 36 months on monthly pro rata basis Investment Bond
• Year one: 100%,
• Year two: 75%,
• Year three: 50%,
• Year four: 25%
ADVISED BUSINESS FEES
A Customer may choose to pay a fee to you directly or they may choose to pay a fee through their investment and/or a reduction in their investment in subsequent years.
Kingston Unity will offer the option of allowing Customers to pay fees directly from investments for the following products:
• Regular Savings Plan
• Investment Bond
• Investment ISA
Please note Kingston Unity is unable to pay any Adviser Charge by payment facilitation without a signed instruction letter from the client. In addition:
• Unless you inform Kingston Unity otherwise Kingston Unity will facilitate the fee on the basis that it is VAT exempt. It is your responsibility to determine the VAT treatment of any remuneration due to you. Kingston Unity will not be responsible for the payment of any VAT.
• Your Customer Agreement must specify the situation that will apply in the event that the Customer cancels the Product with Kingston Unity including what will happen to any fee which Kingston Unity has already facilitated on their behalf.
• Any issues arising from a fee for whatever reason including cancellation must be addressed directly between you and the Customer.
Regular Savings Plan
Fees can be paid as a reduction in monthly/annual premium.
In order to ensure that the policy remains qualifying, fees cannot exceed 50% of the premium.
As an example, the client could pay a monthly premium of £50 and agree to pay 50% of this as a fee in year 1. We would invest £25 per month as a premium and remit £25 of each premium to you. The client might then choose to pay 5% as an ongoing fee in year 2 onwards. We would invest £47.50 per month as a premium and remit £2.50 to you.
Investment Bond & Investment ISA
Initial fee in year 1 and ongoing fees (which may be 0%) from year 2 onwards.
• Initial Fee (year 1)
This will be a reduction in invested premium.
Reduction in invested premium works by Kingston Unity setting aside an agreed percentage or amount from the investment and paying this to you. The remaining percentage amount is invested in the plan.
• Ongoing fees (year 2 onwards)
This will be a percentage amount. This will always be paid as a withdrawal from the investment.
Need more information?
Find the contact details of our business services team here