Introducer Appointed Representative – Terms of Business
- Kingston Unity is a Friendly Society regulated by the FCA for the conduct of certain regulated activities.
- The Introducer Appointed Representative is not directly authorised by the FCA.
- Kingston Unity wishes to appoint the IAR to introduce customers to Kingston Unity with a view to facilitating Retail Investment activities.
- This Agreement describes the relationship between Kingston Unity and the IAR and sets out the terms of business upon which Kingston Unity may accept introductions from you.
1.1 In these Terms, unless inconsistent with the context or otherwise specified:
a. Agreement means the agreement signature form and these Terms;
b. 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, Sales Promotion and Direct Marketing, the Money Laundering Regulations 2017, Criminal Finances Act 2017 and the Proceeds of Crime Act 2002, as re-enacted, amended or extended from time to time;
c. Authorised means authorised by the FCA to undertake Regulated Activity;
d. Commencement Date means the date determined in accordance with clause 2;
e. Customer Data means the personal data of Prospective Customers and anyone who places business with us as a result of an Introduction;
f. Data Protection Law means:
(i) EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and the 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;
g. 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 this 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;
h. Financial Promotions means Financial Promotions as defined by the FCA;
i. FCA means the Financial Conduct Authority;
j. FCA Handbook means the FCA’s Handbook of rules and guidance made under the FSMA;
k. FSMA means the Financial Services and Markets Act 2000;
l. IAR Fee means the fee payable (if at all) by Kingston Unity to the IAR in respect of business Introduced in accordance with the requirements set out in these Terms as particularised in Appendix A;
m. IAR Fee Clawback Rules means the circumstances, terms and rates set out in Appendix A in which clawback of IAR Fees is recoverable by Kingston Unity;
n. IAR Products means the products referred to in Appendix A of these Terms as may be varied by Kingston Unity from time to time;
o. IAR Services means the services set out in clause 3.1 of these Terms;
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 provision to Kingston Unity by the IAR of the contact details of a Prospective Customer who is interested in a product or service offered by Kingston Unity (and Introduced, Introduces and Introduced shall be interpreted accordingly) or the application by a Prospective Customer which contains the unique code assigned by Kingston Unity to the IAR;
r. Product Information means information, data, files and documents in the possession or control of the IAR or Kingston Unity which, in the context of this Agreement, relate to the IAR Products or their sale including (without limitation) any such information, data, files and documents relating to Prospective Customers and existing customers;
s. PRA means the Prudential Regulatory Authority;
t. Prospective Customers means a person to whom Kingston Unity has not previously provided an Introduction to Kingston Unity and to whom Kingston Unity has not been in bona fide discussions regarding the supply of products or services in the 6 months before the data of any such Introduction;
u. Regulated Activities Order means the FSMA (Regulated Activities) Order 2001;
v. Regulator means the FCA, PRA, the Financial Ombudsman Service, the Information Commissioner’s Office and any other enforcement authorities, ombudsmen or regulators of activities carried on by the IAR or Kingston Unity;
w. Staff means any individual or individuals working directly or indirectly for the IAR including, if the IAR is an individual or individuals; and
x. Terms means these IAR terms of business.
1.2 In these Terms, the following terms will have the meaning given to them in the glossary to the FCA Handbook:
Approved Person, Business Day, Client Money, Controlled Function, Illustration, Introducer Appointed Representative, Financial Promotion, Non-Real Time Financial Promotion, Permission, Principle and Regulated Activity.
2. Appointment, Term & Commencement
2.1 Kingston Unity appoints the IAR on a non-exclusive basis to identify Prospective Customers for Kingston Unity in the United Kingdom of Great Britain and Northern Ireland and to make Introductions of such persons under the Terms.
2.2 The IAR shall:
2.2.1 serve Kingston Unity faithfully and diligently and not allow its interests to conflict with its duties and responsibilities under this Agreement;
2.2.2 use its reasonable endeavours to make Introductions;
2.2.3 report to Kingston Unity from time to time (and at any time upon request) on progress made with Prospective Clients; and
2.2.4 comply with all reasonable and lawful instructions of Kingston Unity in relation to the subject matter of this Agreement.
2.3 The IAR shall not produce any marketing material relating to Kingston Unity or the IAR Products or use Kingston Unity’s name, logo or trademarks without the prior written consent of Kingston Unity.
2.4 This Agreement shall commence on the date the agreement signature form has been signed by the second signatory and shall persist until terminated in accordance with the provisions of these Terms.
2.5 These Terms replace any earlier terms of business between the Parties and each of the Parties acknowledge that in agreeing to these Terms it has not relied on any statement, representation, warranty or undertaking (whether negligently or innocently made) not set out in these Terms.
3. IAR Services
3.1 As an IAR you are permitted to undertake the following activities:
3.1.1 pass on contact details of Prospective Customers interested in IAR Products to Kingston Unity (with the Prospective Customer’s permission);
3.1.2 provide details of Kingston Unity to the Prospective Customer so they may contact Kingston Unity;
3.1.3 distribute non-real time Financial Promotions, including leaflets and other materials produced by Kingston Unity;
3.1.4 passively display promotional materials supplied by Kingston Unity in a public office; and
3.1.5 provide Prospective Customers with factual information about Kingston Unity and IAR Products.
3.2 If there are instances where you have referred a Prospective Customer directly to Kingston Unity and they request an application, then Kingston Unity will treat this as being your referral if the Prospective Customer makes Kingston Unity aware that they have been referred by you by including your unique code in their application.
3.3 You must conduct all your activities under this Agreement in accordance with all Applicable Regulations.
3.4 You are required to provide Kingston Unity with immediate written notice if you are or suspect that you may be in breach of any of the Application Regulations.
4. IAR Limitations
Under FCA rules an IAR is not permitted to be involved in any way in the sales process of regulated investment products. The IAR must simply distribute Product Information to Prospective Customers or pass on contact details to Kingston Unity (subject to clause 5 below) who will then take over all contact and transactions with the
4.1 You must not:
4.1.1 provide advice to a Prospective Customer on any aspect of Kingston Unity’s products or explain the terms of the products in writing or otherwise in any way;
4.1.2 undertake a ‘fact find’ with the Prospective Customer;
4.1.3 complete an application form on behalf of a Prospective Customer, check completed forms or assist in the administration of an application in any way;
4.1.4 negotiate terms or claims on behalf of the Prospective Customer; or
4.1.5 carry out any Regulated Activity other than that of an IAR on our behalf.
4.2 You may only use and distribute Financial Promotions in relation to Kingston Unity that have been approved by Kingston Unity.
4.3 If Kingston Unity Permission is varied, upon the request of Kingston Unity, the IAR must immediately cease all IAR activities.
5.1 Prior to taking any active steps to pass on a Customer Data to Kingston Unity you must have first:
5.1.1 gained the Prospective Customer’s explicit, informed, unambiguous, unbundled and written consent to share such Customer Data with Kingston Unity for the purpose of marketing the IAR Products to them and, in all respects, have gained appropriate consent in accordance with Data Protection Law; and
5.1.2 ensure that Prospective Customers have received written notice of any remuneration it will receive from Kingston Unity in a manner that is accurate and easily understandable.
5.2 You acknowledge that for data privacy reasons Kingston Unity will not share any Customer Data it collects directly from a Prospective Customer resulting from an Introduction. For the avoidance of doubt if business is placed with Kingston Unity the policy documentation will be sent directly to the Prospective Customer.
5.3 For regulatory reasons Kingston Unity will not disclose any information about the Prospective Customer’s Kingston Unity membership or product status to an Introducer even with the written authority of the Prospective Customer. Such information will only be provided directly to the Prospective Customer.
6. Application Process
6.1 You must not complete any application forms or similar documentation on behalf of a Prospective Customer. Any such any documentation will be deemed void by Kingston Unity.
6.2 Where you do not notify us in advance to expect a Prospective Customer’s application form you will only be entitled to receive an IAR Fee if the Prospective Customer entered the unique code assigned to you on their application form.
6.3 Where there is insufficient information to be able to complete an application, or where there are errors on the application form, Kingston Unity will contact the Prospective Customer regarding this directly.
6.4 Kingston Unity will not provide illustrations to you in relation to Introduced business but can provide an illustration direct to the Prospective Customer on request. Kingston Unity’s Key Information Document contains a generic illustration which complies with relevant requirements.
6.5 Kingston Unity will, in the first instance, attempt to verify the identity of the Prospective Customer via the use of online verification tools. However, should this not be successful, Kingston Unity may contact the Prospective Customer.
7. Intellectual Property Rights
7.1 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 affecting introductions to Kingston Unity under this Agreement for the term of this Agreement.
7.2 Except as expressly stated herein, this Agreement does not grant you any rights to, or in, Kingston Unity’s Intellectual Property Rights.
7.3 You shall promptly give notice in writing to Kingston Unity if you become aware of:
7.3.1 any infringement or suspected infringement of any of Kingston Unity’s Intellectual Property Rights; or
7.3.2 any claim that any aspect of Kingston Unity’s trading (including the Product Information and promotion of the IAR Products) infringes the rights of any third party.
8. Customer Information
Either party may request and require the other party to disclose any Prospective Customer information in its possession or control as necessary for the requesting party to comply with its obligations under Applicable Regulations.
9.1 Kingston Unity may use or share with its business partners any information or records for administration, compliance, risk assessment, fraud prevention and management information.
9.2 You agree that Kingston Unity may copy, scan and/or electronically store all correspondence with you, the Prospective Customer, policy records and may record and monitor telephone conversations between you and Kingston Unity.
9.3 You will co-operate fully on any investigation of a complaint, whether this is from a Prospective Customer, customer or another party.
9.4 You shall not otherwise divulge any confidential information relating to Kingston Unity’s business and in addition will keep confidential any information relating to Kingston Unity’s operations that might come to your knowledge by virtue of this Agreement.
9.5 You must immediately notify Kingston Unity if:
9.5.1 you are unable to meet your financial obligations to any creditor or you become insolvent; or
9.5.2 there are any circumstances which might have a significant impact on the fitness or propriety of you or your Staff.
9.6 You may not assign, subcontract, delegate, outsource or transfer all or any of the rights or obligations in connection with this Agreement.
10. IAR Fees
10.1 IAR Fees are payable in respect of an Introduction which results in a Prospective Customer taking out an IAR Product with Kingston Unity.
10.2 The current IAR Fees are set out in Appendix A, but are subject to IAR Fee Clawback Rules in the event that a Prospective Customer who has taken out an IAR Product subsequently terminates it, makes a total or partial withdrawal from it or reduces their regular subscription amount to it, or the IAR Product contract is otherwise discontinued for any reason. Where IAR Fee Clawback Rules apply such money is repayable as a debt (whether demanded or not).
10.3 You may not receive any money (other than money due on your own account) paid by the Prospective Customer in connection with any transaction arranged by Kingston Unity as a result of the Introduction.
10.4 Kingston Unity will pay all IAR Fees directly to you by BACS in the month following the end of the month in which the business was written or Introduction
confirmed (whichever is later).
10.5 Any reclaimed IAR Fees under IAR Fee Clawback Rules will first be taken by deduction from IAR Fees due to you. Where there are no IAR Fees due to you from which the reclaimed fees can be offset, the reclaimed IAR Fees must be paid to Kingston Unity within 14 days of demand.
10.6 Kingston Unity will not pay an IAR Fee on additional business for existing customers of Kingston Unity or past customers of Kingston Unity who were previously Introduced by you. An Introduction in respect of an IAR Product must be made by you specifically or the unique code applied by the Prospective Customer to their application form in order to be due payment of an IAR Fee, and the Introduction affected otherwise in accordance with clause 3.
11.1 Nothing in this Agreement shall exclude or limit the liability of either party:
11.1.1 for fraud, fraudulent misrepresentation, bribery, deceit, dishonesty;
11.1.2 for death or personal injury resulting from its negligence;
11.1.3 in respect of any other liability which cannot be excluded or limited by Applicable Regulations.
11.2 Each party excludes liability to the other for any indirect, special, incidental or consequential loss or damage howsoever arising in respect of this Agreement.
11.3 Kingston Unity’s maximum liability to you under this Agreement whether in contract, tort, restitution or otherwise shall not exceed a sum which is equal to whichever is the lesser of:
11.3.1 an amount equal to the IAR Fee paid by Kingston Unity to you during the twelve months immediately preceding the date upon which you make your first Introduction, multiplied by a factor of ten (10); or
11.3.2 fifty thousand pounds (£50,000).
11.4 For the avoidance of doubt, Kingston Unity is liable to Prospective Customers and 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 this Agreement.
12.1 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:
12.1.1 any omission or breach of this Agreement by you or your failure to comply with the Applicable Regulations or otherwise by your negligence wilful default, fraud or breach of duty on your part;
12.1.2 any omission or breach by your Representatives to comply with this Agreement or their failure to comply with Applicable Regulations or otherwise by their negligence wilful default, fraud or breach of duty on their part;
12.1.3 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 this Agreement by you or your failure to comply or if applicable your Staff’s failure to comply with Applicable Regulations;
12.1.4 any advice or any recommendation you and if applicable your Staff provide (whether intended or otherwise) to a Prospective Customer in connection with IAR Products;
12.1.5 if you and if applicable your Staff are paid IAR Fee payments to which you or they were not entitled.
13.1 From time to time Kingston Unity may wish (or be required) to vary the Terms. Kingston Unity may do upon serving one month’s notice to you of its intention to do so. Upon the expiry of this notice, the new Terms will take effect unless you notify Kingston Unity in writing of any objection upon which notice the Agreement will terminate automatically unless a written compromise between the parties can be reached.
13.2 Kingston Unity may suspend or (in Kingston Unity’s ultimate discretion) terminate this 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 circumstances:
13.2.1 any material breach by you of any of the provisions of this Agreement (including a right to suspend this Agreement upon reasonable belief of any such breach);
13.2.2 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;
13.2.3 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 effect Introductions;
13.2.4 if Kingston Unity (acting reasonably) believes that you are no longer suitable to act as an IAR for it;
13.2.5 if it is suggested to Kingston Unity, or Kingston Unity is required to do so by a Regulator;
13.2.6 you do not make Introductions reasonably frequently (such frequency determined in Kingston Unity’s reasonable discretion); or
13.2.7 you are in breach of any of the Applicable Regulations.
13.3 This Agreement shall terminate immediately without notice on the occurrence of any of the following events:
13.3.1 the alteration, revocation or suspension of any party’s exempt status under FSMA or Authorisation as may be applicable;
13.3.2 you are subject to disciplinary proceedings brought by the FCA;
13.3.3 if you become directly Authorised by the FCA;
13.3.4 where you are an IAR of Kingston Unity, you are no longer listed on the Financial Services Register as an IAR to Kingston Unity;
13.3.5 if you were appointed as an IAR of Kingston Unity and you seek to become or become Authorised;
13.3.6 (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);
13.3.7 (as a business) you cease to trade;
13.3.8 (as a business) any insolvency proceedings are taken against any of your directors or partners;
13.3.9 (as a business) if you are a partnership, that partnership is or is to be dissolved;
13.3.10 (as a business) there are material changes in your legal identify or constitution;
13.3.11 (as a business) you undergo any change of control in ultimate ownership or otherwise); or
13.3.12 (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 this Agreement or Kingston Unity’s business or reputation.
14. Consequences of Termination
If Kingston Unity terminates this Agreement under clause 13:
14.1 any IAR Fee due to you under clause 10 shall cease to become payable save where Kingston Unity terminates this Agreement under clause 13.1 or 13.2.6 in which case any IAR Fee due to you shall remain payable unless Kingston Unity determines otherwise in its reasonable discretion;
14.2 where you are appointed as Kingston Unity’s IAR, this appointment shall cease;
14.3 unless otherwise specified in this Agreement, all rights and obligations of the parties under this Agreement shall terminate automatically save for: (i) 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 this Agreement); and (ii) clauses 7, 8, 9, 10, 11, 12, 15,16, 17, 18, 19, 20 and 21; and
14.4 you shall immediately cease making or attempting to make Introductions.
14.5 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; and
14.6 Any books, records, papers, documents, marketing material, computer hardware or software and any other property belonging to Kingston Unity and in your possession, custody or control shall be returned to Kingston Unity immediately upon request and your licence to hold or use the same shall cease upon termination of this Agreement.
15. Anti-bribery and Tax Evasion
15.1 You shall:
15.1.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery, anti-corruption and anti-tax evasion including but not limited to the Bribery Act 2010 and the Criminal Finances Act 2017 (Relevant Requirements);
15.1.2 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;
15.1.3 comply with Kingston Unity’s Anti-bribery policy as Kingston Unity may update them from time to time (Relevant Policies);
15.1.4 have and shall maintain in place throughout the term of this Agreement its own policy and procedures to ensure compliance with the Relevant Requirements, the Relevant Policies and clause 15.1.2 and will enforce them where appropriate;
15.1.5 promptly report to Kingston Unity any request or demand for any undue financial or other advantage of any kind received by the IAR in connection with the performance of this Agreement;
15.1.6 ensure that both it and any of its Staff and all persons associated with the IAR shall not undertake activities which constitutes Tax Evasion or the Facilitation of Tax Evasion; and
15.1.7 shall implement appropriate due diligence procedures for its subcontractors and suppliers to ensure that there is no Facilitation of Tax Evasion in its supply chains
15.2 In this clause 15 Tax Evasion means the commission of an offence under the laws of the United Kingdom involving cheating the public revenue or being knowingly concerned in, or taking steps with a view to, the fraudulent evasion of tax, and any other similar offence in any jurisdiction.
15.3 In this case clause 15 the Facilitation of Tax Evasion means:
(i) being knowingly involved in, or taking steps with a view, to the fraudulent evasion of tax by another person; or
(ii) assisting in or encouraging the commission of a UK Tax Evasion offence.
15.4 The IAR shall ensure that any person associated with the IAR 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 IAR in this clause 15 (Relevant Terms). The IAR shall be responsible for the observance and performance by such persons of the Relevant Terms, shall be directly liable to Kingston Unity for any breach by such persons of any of the Relevant Terms, and provide such supporting evidence of compliance as Kingston Unity may reasonably request.
16. Data Protection and Data Security
16.1 We will hold Personal Data about you or any person employed by you (including directors) and relating to your dealings with us on our database for the purpose of providing the IAR Services, paying you any IAR Fee, maintaining our relationship and for 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 or any of your Staff. By accepting a relationship with us, you and any of your Staff agree to these checks taking place throughout the duration of the relationship where we, in our sole opinion, feel it is necessary to do so.
16.2 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.
16.3 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.
16.4 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.
16.5 To service our relationship with you under this Agreement, it may be necessary to transfer you or your Staffs’ Personal Data to countries that provide a different level of data protection from the UK. 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 the Data Protection Law.
16.6 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.
16.7 Both parties acknowledge that email communications are not necessarily secure and may be intercepted or changed after they are sent. We do not accept any liability where such communications are changed or are not delivered.
16.8 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.
16.9 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.
16.10 In respect of the parties’ rights and obligations under this 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 this Agreement, comply with the 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 the Data Protection Law.
16.11 Each party agrees to provide reasonable assistance as is necessary to the other to:
16.11.1 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;
16.11.2 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 the Data Protection Legislation, provided that before making a notification under clause 16.11.2(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
16.11.3 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.
17. Record Keeping and Audit
17.1 You shall during the term of this 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 this Agreement. Such records shall include as a minimum:
17.1.1 those required to enable you to comply with your obligations under this Agreement; and
17.1.2 those required to enable Kingston Unity to monitor the compliance by you with your obligations under this Agreement.
17.2 You shall (whether during the term of this Agreement or during a seven-year period thereafter):
17.2.1 provide to Kingston Unity on request copies of any of the records maintained by you under clause 17.1; and/or
17.2.2 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 17.1 and take copies of them.
17.3 In addition to the rights granted to Kingston Unity under clause 17.2 you shall grant to Kingston Unity and/or its authorised representatives and/or any Regulator during the term of this Agreement and for a period of eighteen months thereafter access to your records, premises and Staff for the purposes of allowing Kingston Unity and/or any Regulator (as applicable) to audit your compliance with your obligations under this Agreement.
17.4 In the event of Kingston Unity or any Regulator exercising its right to carry out any inspection or audit under clause 17.2 and/or 17.3 then you shall provide such reasonable support, information, co-operation and assistance as Kingston Unity or that Regulator may reasonably request including, making available a single point of contact for Kingston Unity and/or its authorised representative and/or any Regulator who shall be responsible for scheduling and co-ordinating the activities required to be undertaken by you in support of the inspection or audit in question.
17.5 The exercise or non-exercise by Kingston Unity of any of its rights of audit and inspection under this clause 17 shall be without prejudice to your obligation to adhere to these Terms. In particular, the failure by Kingston Unity to identify either during the course of any inspection or audit or as a result of not carrying out any inspection or audit any breach by you of these Terms shall not be construed as a waiver by Kingston Unity of any of it rights or remedies in respect of the breach in question.
18. Rights of Third Parties
Neither Kingston Unity nor you intend that any provision of this Agreement should be enforceable by any person who is not a party to it and their successors in title and permitted assignees. The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement.
19. Entire Agreement
19.1 This Agreement constitute 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.
19.2 You acknowledge and agree that in entering into this 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 this Agreement.
20. Nature of Relationship
Nothing in this Agreement should be construed as indicating or giving rise to a joint venture, agency or partnership. You will not sign or amend any documents or policies on Kingston Unity’s behalf and will not make any statements or promises or representations of any kind which bind or purport to bind Kingston Unity, and you will not hold yourself out as having authority to make any such representation.
21. 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.
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